Millennium Online Solutions (India) Ltd.
|BSE: 511187||Sector: Others|
|NSE: N.A.||ISIN Code: INE570N01025|
|BSE 00:00 | 05 Mar||0.77||
|NSE 05:30 | 01 Jan||Millennium Online Solutions (India) Ltd|
Millennium Online Solutions (India) Ltd. (MILLENONLINE) - Director Report
Company director report
MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya InvestmentsLimited)
Your Directors have great pleasure in presenting 39th ANNUAL REPORT alongwith the Consolidated Audited Balance Sheet and Profit and Loss Account for the periodended 31st March 2019.
1. FINANCIAL RESULTS
The financial Results are briefly indicated below:
(Amt in Rs.)
2. CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of your Company for the financial year 2018-19are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued thereunder applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "Listing Regulations"). The consolidated financial statements havebeen prepared on the basis of audited financial statements of your Company and its whollyowned associate company as approved by the respective Board of Directors.
There are no transfers to any specific reserves during the Financial year.
4. REVIEW OF OPERATIONS
The Company during the financial year has incurred a loss of Rs. 5592/-this is mainlydue to increase in cost of Acquisition cost of materials and other ancillary businessexpenses. Your Directors are striving hard to take steps to re-juvenate the business ofthe Company.
In order to conserve resources your directors do not recommend dividend for the yearended 31st March 2019.
6. FUTURE PROSPECTS
Companys business is of providing all kind of services relating to Computerhardware and its peripherals which is dependent on the demand and supply aspects prevalentin the economy.
Your Company is focused on to rejuvenate its business operations to increase theprofitability.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there is nounpaid dividends pending of the Company.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as AnnexureB to this report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Companys internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.
10. INTERNAL CONTROL SYSTEM
The Companys internal controls system has been established on values of integrityand operational excellence and it supports the vision of the Company "To be the mostsustainable and competitive Company in our industry". The Companys internalcontrol systems are commensurate with the nature of its business and the size andcomplexity of its operations. These are routinely tested and certified by Statutory aswell as Internal Auditors. Significant audit observations and follow up actions thereonare reported to the Audit Committee.
11. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of provided any loan/Guarantee or Investments covered under section 186of the Companies Act 2013 form part of notes to the financial statements in this AnnualReport.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred in the section188 (1) of the Companies Act 2013 is prescribed Form AOC 2 is appended as annexure -c tothe Board Report.
14. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditors report does not contain any qualifications reservations or adverseremarks but secretarial Audit Report contains qualifications
1. Not appointed a whole time Company Secretary as per section 203 of Companies Act2013
2. As per Regulation 31 of LODR 2015 Minor Promoter Shareholding is not in DematForm.
3. Has not Published notice of Board Meeting and Financial results in English andregional language newspapers as per Regulation 47 (1) a & b of Listing Obligation andDisclosure requirements Regulations 2015
4. Company does not maintain a functional Website as per Regulation 46 of ListingObligation and Disclosure requirements Regulations 2015.
5. Company has not filed Form MGT-15 (Report on Annual General Meeting) for the 38thAGM held for the Financial Year 2017-18.
1) The Company has appointed Mr. Harshal Samirbhai Agrawal as Company Secretary andCompliance Officer with effect from 20th May 2019.
2) The Promoter shareholding will be converted in to Demat at the earliest as perregulation 31(2) of Listing Obligation and Disclosure requirements Regulations 2015.
3) The yearly/quarterly results and notice of Board Meeting are duly hosted on thewebsite of the Company at www.mosil.com and is easilyaccessible in public domain at the Website of BSE Limited and hence the Company does notpublish the said results in the requisite newspapers as applicable as per Regulation 47(1)a & b of Listing Obligation and Disclosure requirements Regulations 2015.
4) The Companys Website is being updated and is therefore not functional.
15. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints of sexual harassment from any of the women employees of theCompany.
16. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished as Annexure Dto this report.
17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year the Board had met Six (6) times on 30thMay 2018; 14th August 2018; 18th August 2018; 13thNovember 2018; 14th December 2018; 14th February 2019 and 30thMarch 2019.
18. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:
(i) That in the preparation of the annual accounts the applicable accounting standardshave been followed and there has been no material departure.
(ii) That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and that of the profitof the Company for the year ended on that date.
(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) That the annual accounts have been prepared on a going concern basis and
(v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
20. PARTICULARS OF REMUNERATION
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided as there are no employees drawing remuneration in excess of the prescribedlimits.
As Company do not pay any remuneration to its Directors the information as requiredunder section 197 (12) of the Companies Act 2013 the median salary paid to the Directorsto that of employees of the company is not required to be provided.
Your Company has formulated policy on Directors appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided under sub-section (3) of section 178 is available onCompanys website: www.mosil.co
The Board of Directors of the Company is duly constituted as per the applicableprovisions of the Companies Act 2013 and that of the Listing Obligations and DisclosureRequirements Regulations 2015.
Mrs. Jayshree Gupta Non-Executive Director liable to retire by rotation at the 38thAnnual General Meeting pursuant to provision of Section 152 of the Companies Act 2013read with Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of your Company and being eligible have offers herself forre-appointment is being placed for your approval at the 39th Annual GeneralMeeting.
Mr. Nikunj Jashbhai Pancholi and Kashish Sumeet Lakhani were appointed as additionaland independent directors with effect from 1st April 2019. A resolution seekingshareholders approval for their appointment forms a part of the Notice.
Mr. Girdhari Gagandas Khuha and Mr. Shri Krishna Baburam pandey has resigned witheffect from 1st April 2019.
22. DECLARATION OF INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of section149 of the Companies Act 2013 read with the Schedules and Rules issued thereunder as wellas Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the Industryscenario the socio-economic environment in which the Company operates the businessmodel the operational and financial performance of the Company significant developmentsso as to enable them to take well informed decisions in a timely manner. Thefamiliarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompanys familiarization programme for Independent Directors is posted onCompanys website at www.mosil.co
24. STATUTORY AUDITORS
M/s B. Chordia & Co. Chartered Accountants Surat registered with the Institute ofChartered Accountants of India vide firm registration no (FRN 121083W) are appointed asStatutory Auditors at the 37th Annual General Meeting which was held on 28thSeptember 2017 for the period of five (5) years i. e. up-to the Annual General Meeting tobe held in year 2022.
25. INTERNAL AUDITORS
The company has appointed M/s Ravindra Dhakar & Associates Chartered Accountanthaving Firm Registration No 114030W as internal auditor of the company for financial year2019-20.
26. SECRETARIAL AUDITOR
The Company has appointed M/s HS Associates Company Secretaries as SecretarialAuditor of the Company to carry out the Secretarial Audit for the Financial Year 2018-19and to issue Secretarial Audit Report as per the prescribed format under rules in terms ofSection 204(1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Their report is appended to this reportas Annexure E to Directors Report.
27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed to this Annual Report.
28. CORPORATE GOVERNANCE
The company falls under the criteria 15(2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.
As on 31st March 2019 the Companys Paid up Capital is of Rs.50019510 /- and Net worth is of Rs. 50323510 /-.
Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company and hencethe same is not published in this report.
29. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31 2019 the Company has a wholly owned Indian Subsidiary. Accordingly asper the applicable provisions of the Companies Act 2013 the Company has preparedconsolidated financial statement for the F.Y 2018-2019. The statement containing thesalient feature of the financial statement of a companys subsidiary is in FormAOC-1. is appended as Annexure A to this report.
A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Saturdays Sundays and public holidays upto the date of the AnnualGeneral Meeting (AGM) as required under Section 136 of the Companies Act2013. Any member desirous of obtaining a copy of the said financial statements may writeto the Compliance officer at the Registered Office of your Company. The financialstatements including the consolidated financial statements financial statements ofsubsidiaries and all other documents required to be attached to this report have beenuploaded on the website of your Company at www.mosil.co
30. DISCLOSURE OF COMPOSITION OF COMMITTEES OF THE BOARD:
As per the applicable provisions of the Companies Act 2013 and as per ListingObligations & Disclosure requirements (LODR) Regulations 2015 the company has threeCommittees of the Board.
There are currently three Committees of the Board as follows:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
1. The Audit Committee consists of the following members Two Independent non-executiveDirector and One Executive Director
The above composition of the Audit Committee consists of independent Directors viz.Mr. Girdharilal Kuha and Mr. Shri Krishna Baburam Pandey who form the majority.
2. The Nomination and Remuneration Committee consists of the following members ThreeIndependent non-executive Directors
The above composition of the Nomination and Remuneration Committee consists of threeindependent non-executive Directors viz. Mr. Girdharilal Kuha and Mr. Shri KrishnaBaburam Pandey and Mr. Manoj Kumar Prasad.
3. The Stakeholders Relationship Committee consists of the following membersThree Independent non-executive Directors and Two Executive Directors
The above composition of the Stakeholders Relationship Committee consists ofindependent Directors viz. Mr. Girdharilal Kuha and Mr. Shri Krishna Baburam Pandey andMr. Manoj Kumar Prasad who form the majority.
31. VIGIL MECHANISM
The Company has already established a vigil mechanism policy to oversee the genuineconcerns expressed by the employees and other has also provided adequate safeguardsagainst victimization of employees and Directors who express their concerns. The Companyhas also
provided direct access to the chairman of Audit Committee on reporting issuesconcerning the interests of co employees and the Company. The Vigil Mechanism Policy isavailable at the website of the company: www.moisl.co
32. ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
vi. The evaluation involves Self-Evaluation by the Board Member and subsequentlyassessment by the Board of Directors. A member of the Board will not participate in thediscussion of his / her evaluation.
33. OTHER DISCLOSURES
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
34. REVENUE GENERATED IS WHOLLY DUE TO THE NEW BUSINESS
The Board of Directors duly acknowledge and hereby confirm that the entire revenuegenerated is due to the new name and business of the company.
The Company seeks to Promote Highest levels of ethical standards in the normal businesstransaction guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and amended from time totime. The policies are available on the website of the Company a
36. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.
37. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion & Analysisdescribing the Companys objectives expectations or forecasts may be forward lookingwithin the meaning of
applicable securities laws and regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence theCompanys operation include global and domestic demand and supply conditionsaffecting selling prices of Raw Materials Finished Goods input availability and priceschanges in government regulations tax laws economic developments within and outside thecountry and other various other factors.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.
ANNEXURE - A TO DIRECTOR'S REPORT
Part "A": Subsidiaries Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
1. CIN. No- U72200MH2000PLC245381
2. Name of the subsidiary- MILLENNIUM ONLINE (INDIA) LIMITED
1. Reporting period for the subsidiary concerned if different from the holdingcompanys reporting period- 1st April 2018 to 31st March2019
2. Reporting currency and Exchange rate as on the last date of the relevant Financialyear in the case of foreign subsidiaries- N.A
3. Share capital- Rs 15000000
4. Reserves & surplus- Rs. 3358806
5. Total assets- Rs. 46911619
6. Total Liabilities- Rs. 46911619
7. Investments- Nil
8. Turnover- Rs. 62008231
9. Profit before taxation- Rs. 339787
10. Provision for taxation- Rs. 4969
11. Profit after taxation- Rs. 334818
12. Proposed Dividend- Nil
13. % of shareholding- 100% (Wholly owned Subsidiary)
14. Names of subsidiaries which are yet to commence operations- N.A
15. Names of subsidiaries which have been liquidated or sold during the year- N.A
16. Names of associates or joint ventures which are yet to commence operations- N.A
17. Names of associates or joint ventures which have been liquidated or sold during theyear- N.A
ANNEXURE - B TO THE DIRECTORS' REPORT
Information pursuant to the Companies (Accounts) Rules 2014.
A. CONSERVATION OF ENERGY
Like previous year the Company continued to give major emphasis for conservation ofEnergy and various measures were taken towards achieving the same. The Efficiency ofEnergy Utilization is monitored at the corporate level in order to achieve effectiveconservation of energy. The significant Energy Conservation measures during the year were.
1. Use of Energy Efficient Lighting systems
2. Use of transparent roof sheets wherever possible to make use of natural lighting
3. switching off machines / equipment when not in use
4. Creating awareness among employees about the necessity of energy conservation
B. Technology Absorption:
Not applicable in view of the nature of activities carried on by the Company Researchand Development (R&D):
The focus of R&D is to progressively achieve self-reliance R&D is a continuousprocess and is closely linked with the various operations of the Company.
Foreign Exchange Earnings and Outgo
There were no foreign exchange earnings for the relevant financial Year as there wereno business activities during the year
ANNEXURE - C TO THE DIRECTORS' REPORT
FORM NO. AOC - 2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014]
Form for disclosure of particulars of contracts / arrangements entered into byMillennium Online Solutions (India) Limited with the related parties referred to insub-section (1) of section 188 of the Companies Act 2013 including certain arms-lengthtransactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
2. Details of material contracts or arrangement or transactions at arms lengthbasis: