Monnet Industries Ltd.
|BSE: 532078||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE407E01029|
|BSE 00:00 | 11 Dec||Monnet Industries Ltd|
|NSE 05:30 | 01 Jan||Monnet Industries Ltd|
Monnet Industries Ltd. (MONNETINDS) - Director Report
Company director report
To The Members
Your Directors have pleasure in presenting the 35th(Thirty Fifth) Annual Reporttogether with the Audited Financial Statements of Monnet Industries Limited ("theCompany") for the Financial Year ended 31st March 2018.
1. FINANCIAL SUMMARY
A summary of the Company's Financial Results for the Financial Year 2017-18 is asunder:
The Company has adopted Indian Accounting Standard (referred to as 'IND AS') witheffect from April 1 2017 and accordingly these financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprincipals stated therein prescribed under Section 133 of the Companies Act("Act") read with the relevant Rules framed thereunder and the other accountingprinciples generally accepted in India.
2. STATEMENT OF COMPANY'S AFFAIR FUTURE OUTLOOK MATERIAL CHANGES AND COMMITMENTS IFANY AFFECTING FINANCIAL POSITION OF THE COMPANY
During the year under review your company's plant was closed. Therefore operatingincome was Nil. The company's profit before tax (PBT) stands at (Rs.888.41) Lacs asagainst the previous year loss of Rs. (2258.37) Lacs and profit after tax stands at(Rs.888.41) Lacs as against the previous year loss of Rs. (2259.18) Lacs.
In terms of Section 134(3) (I) of the Companies Act 2013 except as disclosedelsewhere in this Report no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this Report. Further there has been no change in the nature of the businessduring the period under review.
3. DIVIDEND AND RESERVES
In view of the financial performance and inadequate profits during the year underreview your directors have not recommended any dividend and have not transferred anyamount to reserve for the financial year 2017-18.
4. PUBLIC DEPOSITS
Your Company has not accepted any deposits falling within the purview of Section 73 ofthe Act read with Chapter V of the Companies Act2013 and Companies (Acceptance ofDeposits) Rules 2014.
There is no unclaimed or unpaid deposit lying with the Company.
5. SHARE CAPITAL
The Company's Authorized Share Capital during the financial year ended March 31 2018remained at Rs. 190000000/- (Rupees Nineteen Crore Only) consisting of 4000000 (FortyLac) equity shares of Rs. 10/- (Rupee Ten Only) each and Rs. 150000000/- (Rupees FifteenCrore) consisting of l500000(Fifteen Lacs) 10% Non-Cumulative Non-ConvertibleRedeemable Preference shares.
The Company's Paid Up Share Capital is Rs. 186812620/- (Rupees Eighteen Crore SixtyEight Lac
Twelve Thousand Six Hundred Twenty Only) consisting of 3681262 (Thirty Six LacsEighty One Thousand Two Hundred Sixty Two) equity shares of Rs. 10/- (Rupees Ten Only)each and 1500000 (Fifteen Lac) 10%Non- Cumulative Non-Convertible Redeemable Preferenceshares of par value of Rs. 100/- (Rupees Hundred Only) each.
In terms of Section 47(2) of the Companies Act 2013 the shareholders holding abovereferred 10% NonCumulative Non- Convertible Redeemable Preference shares shall have aright to vote on all the resolutions which affects their rights attached to preferenceshares placed before the general meeting.
The Board of Directors in their meeting held on December 14 2017 placed a letter fromInduslnd Bank regarding Demand Notice for outstanding loan assignment of loan andinvocation of pledge of
17500000 Cumulative Redeemable Preference Shares of face value of Rs. 100/- each("CRPS") under Term Loan Agreement dated 22ndMarch 2013.
(For Further information please refer Note No. 11 to the Standalone FinancialStatements of the Company fortheFY 2017-18)
6. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company has no Subsidiary Joint venture or Associate Company and disclosurerequirements in relation to Subsidiaries Joint Ventures or Associate Companies is notapplicable on the Company.
Hence it is not required to attach Form AOC-1 pursuant to Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rule 2014 a statementcontaining salient features of the financial statements of Subsidiaries/AssociateCompany/Joint Ventures. (Please refer Note No. 11 to the Standalone Financial Statementsof the Company)
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per requirements of provisions of Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirement) Regulations 2015 during the Financial Year 2017-18 Companyhas a proper board composition including Independent Directors Women Director and otherKey Managerial Personnel in terms of Section 203 of Companies Act 2013.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Mahesh Kumar Sharma (DIN: 07504637) Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for the considerationof the Members of the Company at the ensuing Annual General meeting. Brief profile of Mr.Mahesh Kumar Sharma has been given in the Notice convening the Annual General meeting.
During the year under review Mr. Rajiv Poddar Independent Director resigned from hisoffice w.e.f. May 30 2017 and Mr. Amitabh Sharma Mudgal Director resigned from hisoffice w.e.f November 15 2017.
Further Mr. RajKumar Sachdev Independent Director resigned from his office w.e.f.July 05 2018 and Mr. Vijay Sharma (holding DIN:08161059) has been appointed as anIndependent Director by the Board of Directors in their meeting held on 13th August 2018.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) & 203 of the Companies Act 2013 theKey Managerial Personnel (KMP) oftheCompanyare:-
1. Mr. Mahesh KumarSharma - WholeTime Director & Chief Financial Officer
2. Ms. KhushbooSharma-CompanySecretary
The directors of the Company are not related to each other in accordance with section2(77) of the Companies Act 2013 and Rule 4 of the Companies (Specification of DefinitionsDetails) Rules 2014.
As required under Regulation 26 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the required details of directors appointed/reappointed inthe 35th Annual General Meeting (AGM) of the Company is annexed with the Notice of saidAGM
8. STATEMENT ON INDEPENDENCE OF DIRECTORS
All independent directors have given declarations that they meet the eligible criteriaof independence as laid down in Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
9. NUMBER OF MEETING OFTHE BOARD
Six (6) meetings of the Board were held during the Financial Year 2017-18 forms part ofthe Corporate Governance Report. The Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia.
10. COMMITTEES OFTHE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Executive Committee
5. Delisting Committee
The details of the Committees along with their composition number of meetings termsof reference and attendance of members at the meetings are provided in the CorporateGovernance Report which forms part of this Annual Report.
11. BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 a structured questionnaire wasprepared after taking into consideration of the various aspects of the Board'sfunctioning composition of the Board and its Committee culture execution andperformance of specific duties obligations and governance.
Schedule IV to the Companies Act 2013 also provides for the performance evaluation ofIndependent Directors by the entire Board of Directors excluding the Directors beingevaluated. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors and Non-Executive Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.
The manner in which the evaluation of the Board its Committees and IndividualDirectors has been carried out is explained in the Corporate Governance Report which formspart of this Annual Report.
12. RELATED PARTYTRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis. Further there have been no materially significant related partytransactions between the Company and the Directors the management the subsidiaries orthe relatives.
The Board of Directors in their meeting held on November 25 2016 pursuant to theprovisions of section 188 and 177 of the Companies Act 2013 & the rules made thereunder and the Articles of Association of the Company read with Security and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015reappointed Mr. Jagdamba Prasad Lath Director as a Consultant in the Company w.e.f.December 01 2016 for a further period of one year. It was further extended for six monthsby the Board of Directors in their meeting held on December 142017.
In this regard disclosure in Form AOC-2 in terms of Section 134(3) (h) read withSection 188(2) of the Companies Act 2013 forms a part of the report as Annexure-1.
As required under Regulation 23(1) of the Listing Regulation the Company hasformulated a policy on dealing with Related Party Transactions. The Policy is available onthe website of the company viz.http://www.monnetgroup.com/pdfs/mil/policy/Poli cyonRelated PartyTransactions.pdf
(For Further information please refer Note No. 25 to the Standalone FinancialStatements of the Company for FY 2017-18)
13. DIRECTOR'S RESPONSIBILITYSTATEMENT
The Company has taken utmost care in its operations compliance transparencyfinancial disclosures and financial statements have been made to give a true and fair viewof Company. As required under Section 134(5) and Section 134(3) (c) and based upon thedetailed representation due diligence and inquiry thereof and your Board of Directorsassures and confirm asunder:
a) In preparation of Annual Accounts for the financial year ended 31st March 2018 theapplicable Indian Accounting Standards (Ind AS) and Schedule III of Companies Act 2013had been followed and there are no material departures from the same;
b) The directors had selected such accounting policies and applied consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at 31st March 2018 and of the profit and lossof the Company for the Financial Year ended 31st March 2018. The Company has adoptedIndian Accounting Standards (Ind AS) with effect from April 01 2017 pursuant tonotification issued by Ministry of Corporate Affairs dated February 16 2015 notifyingthe Companies (Indian Accounting Standard) Rules 2015. Accordingly the financialstatements of the Company for the financial year ended March 31 2018 have been preparedin accordance with Ind AS as prescribed under Section 133 of the Companies Act"Act") read with the relevant rules made thereunder and other accountingprinciples generally accepted in India.
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on going concern basis;
e) The directors had laid down internal financial controls and same were followed bythe Company and that such financial controls were adequate and were operating effectively;and
f) The directors had devised proper systems to ensure compliance with the provisions ofthe all applicable laws and that such systems were adequate and operating effectively.
14. INTERNAL CONTROLS & INTERNAL FINANCIAL CONTROLS
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s Krishan Rakesh& Co. Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides bench marking controls withbest practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal Control systems and suggests improvements to strengthen thesame. The Company has a robust Management information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors and the Statutory Auditors areperiodically apprised of the internal audit findings and corrective actions taken.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
H Statutory Auditor
Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder atthe Annual General Meeting held on September 28 2017 M/s APAS & Co. CharteredAccountants (Registration No.000340C) were appointed as the Statutory Auditors of theCompany to hold such office from conclusion of 34thAnnual General Meeting until conclusionof 39th Annual General Meeting (subject to ratification of the appointment by the membersat every AGM held after 34thAGM) to conduct audit.
Vide Section 40 of the Companies (Amendment) Act 2017 notified by the Ministry ofCorporate Affairs on May 7 2018 the requirement for ratification of the appointment ofStatutory Auditors by the members at every Annual General Meeting has been done away with.Accordingly the Notice convening the ensuing AGM does not carry any resolution onratification of appointment of Statutory Auditors. However M/s APAS& Co. CharteredAccountants has confirmed that they are eligible to continue as Statutory Auditors of theCompany to audit the books of accounts of the Company forthe Financial Year ending March31 2019 and accordingly M/s APAS& Co. Chartered Accountants will continue to be theStatutory Auditors of the Company for Financial Year ending March 31 2019.
Comments/Qualifications of the Statutory Auditors in their report and the notes formingpart of the Accounts are self-explanatory. Management representations to thesequalifications/comments are as follows:
A. Basis for Qualified Opinion in the Audit Report on Financial Statement and Commentsof Management thereon-
a) The lender bank has assigned the borrowing to a third party vide deed of assignmentdt. 28 Sept. 2017. Actual liability towards interest and principal is under negotiation.In view of uncertainty the company has not provided interest on such borrowing after dateof aforesaid assignment. Had the interest been provided loss for the year and previousyear would have been higher by Rs. 437.53 Lacs and Rs. NIL respectively (based onprevailing terms & conditions of lending) with a corresponding increase in liability/borrowings. (For further information please Refer Note-31 of financial statement)
The company had expressed its inability to meet its liability to bank in view ofinadequacy of cash flow in the company. The company further is in discussion with the bankfor a settlement of the loan at convenient terms which is proposed to be funded fromalternative sources. In view of these developments further provision of interest ispending till a meaningful outcome to the resolution under discussion Secretarial AuditorPursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s SanjayGrover & Associates Practicing Company Secretaries New Delhi as the SecretarialAuditor of the Company to conduct the Secretarial Audit of the Company for Financial Year2017-18. The Report of Secretarial Auditor (Form MR- 3) for the Financial Year 2017-18 isannexed to the report as Annexure-2.
The Secretarial Audit Report for the financial year ended March 31 2018 does notcontain any observation or qualification requiring explanation or comments from the Boardunder Section 134(3) of the Companies Act 2013
iii Internal Auditor
Pursuant to Section 138 of the Companies Act 2013 the Company has appointedM/s.Krishan Rakesh & Co. (Firm Registration No. 009088N) as internal auditor of theCompany in its Board Meeting held on August 092017 for the financial year 2017-18.
16. CORPORATE SOCIALRESPONSIBILITY
The Company at present does not fall in any of the criteria(s) as provided undersection 135 of the Companies Act 2013 and Rules made there under. Hence the provisions ofCorporate Social Responsibility are not applicable on the Company.
17. LISTING OF SHARES
The Company's Equity Shares are presently listed at BSE Limited (Phiroze JeejeebhoyTowers Mumbai-400 001). The Listing Fees for the financial year 2017-18 has been paid toBSE Limited.
The Company has made application to The Calcutta Stock Exchange Ltd. (7 Lyons RangeKolkata-700001) for delisting of its equity shares. Pending this application the StockExchange suspended listing of securities of the Company and asked the Company to updatethe compliance status before acceptance of de-listing application.
Further as per letter no ASEL/376 dated 19/01/2017 received by the Company fromAhmedabad Stock Exchange (ASE) it is undergoing exit under SEBI Circular No.CIR/MRD/DSA/14/2012 dated May 30 2012 and accordingly no further compliance with respectto ASE is required.
The Further details in relation to listing of shares are given in the CorporateGovernance Report attached with the Board Report.
18. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report as stipulated under Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 which forms part of this Annual Report asAnnexure-3.
19. RISK MANAGEMENT
Your Company's Risk Management Policy is backed by strong internal control systems. Therisk management framework consists of policies and procedures framed at management leveland strictly adhered to and monitored at all levels. The framework also defines the riskmanagement approach across the enterprise at various levels. Risk management is embeddedin our critical business activities functions and processes. The risks are reviewed forchange in the nature and extent of the major risks identified since the last assessment.It also provides control measures for risk and future action plans.
The internal audit team periodically visits the divisions and carries out audit. Thefindings are periodically reviewed by the Board and Audit Committee with emphasis onmaintaining its effectiveness in dynamic business environment.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators / Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRALGOVERNMENT
The Statutory Auditors Secretarial Auditors or Internal Auditors of the Company havenot reported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT
During the year under review the company has not filed any application with thetribunal for revision of financial statements or board report in any of the threepreceding financial years.
STOCK OPTIONS SCHEME
The Company does not have any Scheme of Stock Option for its employees Directors etc.
DISCLOSURE UNDER SECTION 43(A)(III) AND SECTION 54(1)(D) OFTHE COMPANIES ACT 2013
During the year under review the Company has not issued any shares with differentialvoting rights and sweat equity shares and hence no information as required under Section43(a)(iii) & Section 54(l)(d) of the Companies Act 2013 read with applicable rules isrequired to be disclosed.
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 readwith Section 36 of Companies (Amendment) Act 2017 which came into effect on 31st July2018 the extract of the annual return in Form No. MGT-9 has been placed on the websiteof the companyhttp://www.monnetgroup .com/pdfs/augl8/mil/Extract-of-Annual-Return.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In accordance with the provisions of Section 186 of the Companies Act 2013 details ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 for the year are given in the Note No. 5 to the financial statementsfor the FY 2017-18.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andtheir remuneration as well as policy on other employee's remuneration. The Brief terms ofpolicy is stated on the website http://www.monnetgroup.com/pdfs/others/mil/Policy_Nomination_Remuneration_and_Board_Diversity.p df.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
VIGILMECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report. The same has also been displayed on the website of theCompany and the link for the same is
The Company is not required to maintain cost records as specified by the CentralGovernment under subsection (1) of section 148 of the Companies Act 2013 read withCompanies (Accounts) Amendment Rules 2018 which came into effect on 31st July 2018.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company has laid down Anti Sexual Harassment policy on Gender Equality GenderProtection Prevention of Sexual Harassment and Redressal System in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary apprenticeship) are covered under this policy. The following is a summary ofsexual harassment complaints received and disposed off during the year under review-
No. of complaints received: Nil
No. of complaints disposed off: NA
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Details as required under Section 197(12) of the Act read with Rule 5(1)/(2)/(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areannexed to this report as Annexure-4.
CORPORATE GOVERNANCE REPORT
Your Company has complied with requirements of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A report on the CorporateGovernance practices followed by the Company together with a certificate from thePracticing Company Secretary confirming compliance forms part of this report and adeclaration by the Executive Director of the company regarding compliance by Board Membersand Senior Personnel with the company's Code of Conduct as Annexure-5.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Information under Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) ofthe Companies (Accounts) Rules 2014 isgiven below:
A. Conservation of Energy-The Company has taken a number of steps to improve theconservation of energy by increasing the efficiency of raw material inputs in ferro alloysgeneration and by reducing/eliminating consumption wastages. Conservation of energy andimproving the efficiency of existing resources are continuing processes and form anintegral part of responsibilities of departmental heads and the Company had not made anymajor capital investment on energy conservation equipments.
B. Technology Absorption-
i. Efforts in brief made towards technology absorption
As technologies change rapidly your Company recognizes the need to invest in newemerging technologies to leverage them for improving productivity quality and reach tonew customers. It is essential to have a technology infrastructure that is at par with thebest in the world. Your Company thus follows a practice of upgrading computing equipmenton an ongoing basis.
ii. Benefits derived like product improvement cost reduction product development orimport substitution: NIL
iii. In case of imported technology (imported during the last three financial yearreckoned from the beginning of the financial year)
(a) Technology Imported: NIL
(b) Year of Import: NIL
(c) Whether the technology has fully been absorbed: NIL
(d) If not fully absorbed area where absorption has not taken place and reasonthereof: NIL
iv. Expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings And Outgo- Not
22. CAUTIONARY NOTE
Certain Statements in the 'Management Discussion and Analysis' section may beforward-looking and are stated as required by applicable laws and regulations. Manyfactors may affect the actual results which would be different from what the Directorsenvisage in terms of the future performance and outlook. Investors are cautioned that thisdiscussion contains forward looking Statement that involve risks and uncertaintiesincluding but not limited to risks inherent in the Company's growth strategy dependenceon certain businesses dependence on availability of qualified and trained manpower andother factors discussed. The discussion and analysis should be read in conjunction withthe Company's Financial Statements and notes on accounts.
Your Directors take this opportunity to offer their sincere thanks to the variousDepartments of the Central and State Government Financial Institutions Bankers to theCompany all Customers Suppliers and contractors for their continued valued assistanceand support. Your Directors also wish to place on record their appreciation for dedicatedservices rendered by all officers staff and workers of the Company at all Levels
By Order of the Board For Monnet Industries Limited
Dated: 1308.2018 Place :New Delhi