Your Directors have pleasure in presenting the 22nd Annual Report andAudited Accounts for the year ended March 31 2017.
(Amount in Rs.)
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Revenue from Operations & other Income ||1528682926 ||1253685098 |
|Expenditure ||1545707749 ||1235591946 |
|Operating Profit / (Loss) (PBIDT) ||(14440726) ||18093152 |
|Depreciation ||11164025 ||27289244 |
|Finance Cost ||6913734 ||8631438 |
|Profit/(Loss) before tax ||(32518485) ||(17827530) |
|Currant Tax ||- ||600000 |
|Deferred Tax ||572688 ||(5000000) |
|Profit/(Loss) after tax ||(33091173) ||(13427530) |
|Balance Brought from Previous year ||57899909 ||71327439 |
|Balance Transfer to Balance Sheet ||24808736 ||57899909 |
Review of Operations
During the year under review revenue of the Company was Rs. 1528682926 as comparedto Rs. 1253685098 in the corresponding previous year. The Company incurred a loss ofRs. 33091173 as compared to loss of Rs. 13427530 in the previous year.
Transfer to reserves
Due to losses the Directors has not transferred any amount to reserves for the yearended 31.03.2017.
In view of losses the Board does not recommend any dividend this year.
The paid up Equity Share Capital of the Company as on 31st March 2017 was Rs.139451178 /-. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity nor any votingrights are exercised by employees indirectly in respect of shares to which the schemerelates.
During the year under review the Company has not issued shares with differentialvoting rights nor has issued any sweat equity. As on March 31 2017 none of the Directorsof the Company hold any convertible instruments of the Company.
Management Discussion & Analysis Reports
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided as a separate section forming part of the Annual Report.
There was no deposit accepted by the Company within the meaning of Section 73 and 76 ofthe Companies Act 2013 and Rules made thereunder at the beginning of the year. TheCompany has not invited or accepted deposit during the year and there was no deposit whichremained unpaid or unclaimed at the end of the year.
Particulars of Loans Guarantees or Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Internal Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.
The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Since your Company does not own manufacturing facility that energy consumed unit theparticulars relating to conservation of energy and technology absorption stipulated as perSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 are not applicable.
There were no foreign exchange earnings / outgo during the year.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Pulkit Vimal Mehta retires by rotation at theensuing Annual General Meeting and offers himself for reappointment. The profile of theMr. Pulkit Vimal Mehta Director to be reappointed / appointed at the annual generalmeeting is provided in Annexure II to the Notice.
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees.
Nomination and Remuneration Policy
The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in Corporate Governance Reportwhich forms part of Annual Report.
The Nomination and Remuneration Policy of the Company is also posted on the website ofthe Company under Investors' Relation Section.
Meetings of the Board
Six (6) meetings of the Board of Directors were held during the year the details ofwhich are provided in Report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
Separate meetings of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 was held on 14th February 2017.
Directors' Responsibility Statement As Required Under Section 134(3)(C) of theCompanies Act 2013
The Directors state that: -
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b. The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2017 and of the losses for theyear ended on that date;
c. The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Related Party Contracts or Arrangements
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.
The Company does not have any subsidiary.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal withinstance of fraud and mismanagement if any. Whistle Blower Policy is available on theCompany's website.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance beyond threshold limit mentioned in the policyfor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Managing Director is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
The details pertaining to composition of Audit Committee are included in CorporateGovernance Report which forms part of this annual report.
The Company's Auditors M/s Mahesh Kumar Jain & Co Chartered Accountants Mumbai(Firm's Regn No. 114179W) were appointed as the Statutory Auditors of the Company for aperiod of five years upto the conclusion of FY 2018-2019 subject to ratification bymembers at every Annual General Meeting of the Company. They have confirmed theireligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunderfor reappointment as Auditors of the Company.
The Audit Committee has considered and recommended the re-appointment of M/s MaheshKumar Jain & Co Chartered Accountants Mumbai (Firm's Regn No. 114179W) as StatutoryAuditors of the Company to the Board of Directors at its meeting held on June 14 2017.The Directors have accepted the recommendation and recommend to the shareholders forratification of re-appointment of M/s Mahesh Kumar Jain & Co Chartered AccountantsMumbai (Firm's Regn No. 114179W) as the Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting (AGM) till the conclusion of the nextAGM of the Company.
The Notes on financial statements referred to in the Auditors Report areselfexplanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Riddhi Shah Company Secretary in Practice (COP 17035) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as Annexure A' to this Report.
The Secretarial Audit Report contain qualification reservations or adverse remark asper the report attached.
Statement Pursuant to Listing Agreement
The Company's Equity shares are listed at Bombay Stock Exchange Limited (SME Segment).The Annual Listing fee for the year 2017-18 has been paid.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure B'.
None of the Directors of the Company are disqualified as per provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and Listing regulations.
The Company has a well-defined risk management framework in place. The Company hasestablished procedures to periodically place before the Audit Committee and the Board therisk assessment and minimization procedures being followed by the Company and steps takenby it to mitigate these risks.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable as during the yearunder review the Managing Director of the Company has not received any remuneration.
Further during the year no employees of the Company were in receipt of remuneration interms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 of Regulations of Corporate Governance the Company is fully compliant with theapplicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices a separate section on CorporateGovernance is provided as part of this Annual Report.
Committee and Policy under Sexual Harassment of Women at Workplace (PreventionProhibition And Redressal) Act 2013
The Company has constituted Internal Complaints Committee under and as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year under review no instance of compliant or report under the said Act wasregistered in any of the units of the Company.
Corporate Social Responsibility
As per the Section 134 (o) Corporate Social Responsibility is not applicable to ourCompany.
During the year under review your Company enjoyed cordial relationship with contractorand employees at all levels.
The Board of Directors wish to place on record their appreciation for the supportextended by the Company's bankers Bombay Stock Exchange Limited Local Authoritiesbusiness associates clients consultants auditors shareholders and the employees of theCompany for their continued co-operation and support .Company and look forward to theircontinued support. The Directors also thank the members for continuing their support andconfidence in the Company and its management.
| ||By Order of the Board of |
| ||Directors |
| ||Sd/- |
|Place: Mumbai ||For Mobile Telecommunications Limited |
|Dated: June 14 2017 ||Anil B Vedmehta |
| ||Managing Director |
| ||(DIN: 00283486) |