Monnet Project Developers Ltd.
|BSE: 532723||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE493H01014|
|BSE 00:00 | 11 Feb||6.32||
|NSE 05:30 | 01 Jan||Monnet Project Developers Ltd|
Monnet Project Developers Ltd. (MONNETPROJECT) - Director Report
Company director report
Your Directors are pleased to present the 16th (Sixteenth) Annual Report on thebusiness and operations of Monnet Project Developers Limited ("the Company")together with the Audited Financial Statements for the year ended March 31 2018.
1. FINANCIAL SUMMARY
A summary of the Company's Financial Resultsforthe Financial Year2017-18 is as under:
The Company has adopted Indian Accounting Standard (referred to as 'IND AS') witheffect from April
1 2017 and accordingly these financial results along with the comparatives have beenprepared in accordance with the recognition and measurement principals stated thereinprescribed under Section 133 of the Companies Act ("Act") read with the relevantRules framed thereunder and the other accounting principles 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 revenue from operations stood at Rs.274.53 Lakhs as compared to Rs. 313.25 Lakhs in the previous year. The profit before tax(PBT) stands at Rs. 25.77 Lakhs as against Rs. 98.85 Lakhs in the previous year and profitafter tax (PAT) was Rs. 20.94 Lakhs against Rs. 79.85 Lakhs in the previous financialyear.
During the year under review your company's consolidated revenue from operations stoodat Rs. 305.94 Lakhs as compared to Previous Year Rs.354.88Lakhs.Furtherforthefinancialyearended March 31 2017 the consolidated profit before tax (PBT)stands at Rs. 57.18 Lakhs as against Rs. 140.48 Lakhs in the previous year and profitafter tax (PAT) was Rs. 46.35 Lakhs as against Rs. 121.48 Lakhs in the previous financialyear.
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.
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 anyamountto reserve and have decided to retain the entire amount of profits in the profit andloss accountforthe financial year2017-18.
4. PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits falling within the purviewof Section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 duringthe year.
There is no unclaimed or unpaid deposit lying with the Company.
The Company's Authorized Share Capital during the financial yearended March 31 2018remained at Rs. 225000000/- (Rupees Twenty Two Crores Fifty Lakhs Only) consisting of22500000 (Two Crore Twenty Five Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each.
The Company's Issued Subscribed and Paid-up share capital remained at Rs. 74125240/-(Rupees Seven Crores Forty One Lakhs Twenty Five Thousand Two Hundred and Forty Only)divided into 7412524 (Seventy Four Lakhs Twelve Thousand Five Hundred and Twenty Four)equity shares of Rs. 10/- (Rupees Ten Only)each.
Forfurther information please refer Note No. 11 to the Standalone Financial Statementsof the Company for the FY 2017-18.
6. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Consolidated Financial Statements of the Company including the financialinformation of its Associate Company are prepared in accordance with the relevant IndianAccounting Standards and forms and integral partofthis Report.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies(Accounts) Rule 2014 a statement containing salient features of the financialstatements of Associate Company is given in Form AOC-1 and forms and integral partofthis
report as Annexure-1.
Forfurther information please refer Note No. 11 to the Standalone Financial Statementsof the Company for the FY 2017-18.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Jagdamba Prasad Lath (DIN: 00380076) 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 atthe ensuing Annual General Meeting. Brief profile of Mr.Jagdamba Prasad Lath has been given in the Notice convening the Annual General Meeting.
During the period under review Mr. Sandeep Jajodia (DIN: 00082869) resigned from theDirectorship w.e.f October 10 2017 and Mr. Amitabh Sharma Mudgal (DIN: 00468084)resigned from the Directorship w.e.f November 152017.
Mr. Braham Dutt Bhardwaj (DIN: 01779434) was appointed as the Whole-time Director bythe Members of the Company on September 30 2015 (13th Annual General Meeting). The Boardof Directors in the same resolution was authorized by the members to alter and vary theterms and conditions of his appointment/ or reappointment subject to the same notexceeding the limit specified under Section 197 of the Companies Act 2013. Due to theresignation of non-executive rotational directors of the company the Board of Directorsin their meeting held on 13th August 2018 decided to vary the terms of appointment ofMr. Braham Duttt Bhardwaj Executive Director by changing it to rotational directorsubject to approval of shareholders.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) & 203 of the Companies Act 2013 theKey Managerial Personnel (KMP) of the Company are:-
1. Mr. B.D. Bhardwaj- Whole Time Director
2. Mr. Subhash Kumar Singh - Chief Financial Officer
3. Ms. Tanya- Company Secretary
Mr. Gaurav Gupta vacated his office as Company Secretary of the Company w.e.f. June26 2017. Further Ms. Tanya (Membership no.: ACS45472) was
appointed as Company Secretary of the Company w.e.f. July 042017.
Further Mr. Mohd. Arshad Chief Financial Officer of the Company resigned from hispost w.e.f May 28 2018 and Mr. Subhash Kumar Singh was appointed as the Chief FinancialOfficer of the Company w.e.f May 282018.
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.
8. STATEMENTONINDEPENDENCEOF 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 MEETINGS OF THE BOARD OF DIRECTORS
The details of the number of meetings of the Board held during the Financial Year2017-18 forms part of the Corporate Governance Report. The Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.
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
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. PERORMANCE EVALUATION OFTHE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
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 PARTY TRANSACTIONS
All related party transactions entered during the financial year ended March 31 2018under review were on arm's length basis and in the ordinary course of business andtherefore do not attract the provisions of Section 188 of the Companies Act 2013.Further there were no materially significant transactions between the Company and relatedparties during the year under review and suitable disclosures as required by theAccounting Standard has been made in the notes to the accompanying Financial Statements.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz:
i. Statutory Auditor
Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder atthe Annual General Meeting held on September 28 2017M/s APAS & Co.CharteredAccountants (Registration No.000340C) were appointed as the Statutory Auditors of theCompany to hold such office from conclusion of ensuing Annual General Meeting untilconclusion of 20th Annual General Meeting (subject to ratification of the appointment bythe members at every AGM heldafterthis AGM)toconductaudit.
Pursuant to Section 40 of the Companies (Amendment) Act 2017 notified by the Ministryof Corporate Affairs on May 7 2018 the requirement for ratification of the appointmentof Statutory Auditors by the members at every Annual General Meeting has been done awaywith. 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 for the 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 312019.
The Notes on the financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualifications reservation adverse remark ordisclaimer.
ii) Secretarial Auditor
Pursuant 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 as its Secretarial Auditor of theCompany to undertake the Secretarial Audit of the Company for Financial Year 2017-18. TheReport of Secretarial Auditor (Form MR-3) carried out forthe Financial Year2017-2018 isannexed herewith 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 Companies Act 2013 the Company had appointed M/s KrishanRakesh & Co. (Firm registration No 009088N) as Internal Auditors of the Company in itsBoard Meeting held on 09th August 2017 forthe financial year2017-18.
14. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuantto the requirements underSection 134 subsection 3(c) and sub-section 5 of theCompanies Act 2013 your Directors to the best of their knowledge and ability herebystate and confirm that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the Financial Year2017-18 and of the profit and loss of the Company for that period. The Company has adoptedIndian Accounting Standards (Ind AS) with effect from April 01 2017 pursuant tonotification issued by Ministry of Corporate Affairs dated February 162015 notifying theCompanies (Indian Accounting Standard) Rules 2015. Accordingly the financial statementsof the Company for the financial year ended March 31 2018 have been prepared inaccordance with Ind As prescribed under Section 133 of the Companies Act 2013 (the"Act") read with the relevant rules made thereunderand otheraccountingprinciples generally accepted in India.
c. The Directors have taken proper and sufficient care 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;
d. The annual accounts have been prepared on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial control are adequate and were operating effectively;and
f. The Directors has devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.
15. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
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 benchmarking 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 ('MIS') which is an integralpart of the control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditors are periodicallyapprised of the internal audit findings and corrective actions taken. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
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 Ltd Mumbai. The Listing Feesfor the financial year2018-19 has been paid to BSE Limited.
Phiroze Jeejeebhoy Towers
Dalai Street Fort Mumbai-400 001
Website: : www.bseindia.com
Further the 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 as Annexure-3.
19. RISK MANAGEMENT POLICY
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's operations in future.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
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.
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(1)(d) of the Companies Act 2013 read with applicable rules isrequired to be disclosed.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 readwith Section 36 of Companies (Amendment) Act 2017 which was notified on July 31 2018the extract of the annual return in Form No. MGT - 9 has been displayed on the website ofthe Company and the link for the same is
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In accordance with the provisions of Section 134(3)(g) of the Companies Act 2013details of Loans Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 for the year are given in the Note No. 4 and 5 to theStandalone Financial Statements of the Company for theFY2017-18.
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 employees remuneration. The Brief terms of policy is stated on thewebsite link: http://www.monnetgroup.eom/pdfs/others/mpdl/Nomination_and_Remuneration_Policy.pdf
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
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 was notified on 31st July 2018.
VIGIL MECHANISM /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
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
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1)/(2)/(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report asAnnexure-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 ANDOUTGO
Information under Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) ofthe Companies (Accounts) Rules 2014 is given below:
A. Conservation of Energy-
The Company has been among other fields engaged in development & construction ofreal estate mainly comprising residential commercial & institutional buildings. Ithas always been the endeavour of the Company to look for ways and means to achieve energyconservation in every possible way. In line with the Company's commitment to give itsclients and customers quality products and services it has been constantly seeking toadopt latest in technology which are relevant and strive to integrate the same into theoverall scheme of things resulting in sustainable cost savings energy conservation andmore reliability.
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 parwith 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 Applicable
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 thank various Central and State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.