The Members of Monotype India Limited
Your Directors have pleasure in presenting the 44th Annual Report of the Companytogether with the Audited Financial
Statements of the Company for the financial year ended 31st March 2019.
(Rs. in Lakhs)
|Particulars ||Financial Year ||Financial Year |
| ||2018-19 ||2017-18 |
|Income ||3076.85 ||21331.37 |
|Less: Expenses ||5113.82 ||28867.20 |
|Profit/ (Loss) before tax ||(2036.97) ||(7535.82) |
|Less: Current Tax ||- ||- |
|Less: Deferred Tax ||- ||- |
|Less: Excess/Short provision of tax ||- ||8.49 |
|Profit/Loss After Tax ||(2036.97) ||(7544.31) |
The income from operations decreased to Rs. 3076.85 Lakhs from Rs. 21331.37 Lakhs inprevious year (decreased by 85.58%). Total expenditure of the Company decreased from Rs.28867.20 Lakhs to Rs. 5113.82 (decreased by 82.29%). Loss Before Tax (LBT) stood at Rs.2036.97 Lakhs and Loss After Tax (LAT) stood at Rs. 2036.97 Lakhs.
As your Company has incurred net loss during the financial year under review YourDirectors have not recommended any dividend forthefinancial . year ended 31st March 2019
TRANSFER TO RESERVES
During the financial year under review this item is explained under the head"Reserves & Surplus" forming part of Balance
Sheet as mentioned in the Note No. 12.
The Company has not accepted any amount falling within the purview of provisions ofSection 73 of the Companies Act 2013
("the Act") read with the Companies (Acceptance of Deposits) Rules 2014during the financial year under review. Hence the requirement for furnishing of detailsrelating to deposits covered under Chapter V of the Companies Act 2013 or the details ofdeposits which are not in compliance with the Chapter V of the Companies Act 2013 is notapplicable.
STATE OF AFFAIRS OF THE COMPANY
The Company is driven by passionate promoters from the industry engaged in trading inshares financial
Investment activities with a view to strengthen its existing platforms and building newones. The Company continues to focus and grow by nurturing in our business of trading inshares and other financial services.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
During the financial year under review there were no material change and commitmentaffecting the financial position of the Company. However the Companys unsecuredcreditor M/s. Yaduka Financial Services Limited has filed a case against a
Company for recovery of its outstanding loans. The said matter is pending before NCLTMumbai.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the financial year under review your Company did not have any subsidiaryassociate and joint venture company.
CHANGES IN SHARE CAPITAL
During the financial year under review there were no changes in the issued subscribedand paid-up share capital of the
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year underreview were on arms length basis and were in the ordinary course of thebusiness.Therearenomateriallysignificantrelated party transactions made by the companywith Promoters Key Managerial Personnel or other designated persons which may havepotential conflict of interest with the company at large. Therefore there does not existany details to be mentioned in Form No. AOC-2 which is annexed hereto as Annexure-I andforms part of this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments within the purview of the Section 186of the Companies Act 2013 read with
Companies (Meetings of Board and its Powers) Rules 2014 are given in Notes formingpart of financial statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return i.e. Form No. MGT-
9 for the financial year ended 31st March 2019 made under the provisions of Section92(3) of the Companies Act 2013 is attached hereto as Annexure-II which forms partof this Report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Naresh Jain was designated as Chief Financial Officer of the Company with effectfrom 29th November 2018.
Mr. Harsh Jain resigned as Director and Chief Financial Officer (CFO) of the Companywith effect from 28th November
2018 due to pre-occupation. The Board placed on record its deep appreciation for hisvaluable contribution on the Board during his tenure as Director & CFO of the Company.
iii. Retirement by rotation:
In accordance with the provisions of Section 152 (8) of the Companies Act 2013 Mr.Naresh Jain (DIN: 00291963) Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offer himself for his re-appointment. YourDirectors recommend his re-appointment.
iv. Declarations by Independent Directors:
The Company has received declarations form all the Independent Directors pursuant toSection 149 (6) of the Companies
Act 2013 confirming their independence vis-a-vis the Company.
v. Number of meeting of Board of Directors:
During the financial year 2018-19 the Board of Directors met for 5 (five) times on30/05/2018 14/08/2018 14/11/2018
29/11/2018 and 14/02/2019. The intervening gap between any two meetings was within thetimeframe prescribed under the Companies Act 2013. The details pertaining to attendanceof Directors at Board Meeting are given in Corporate Governance Report which forms part ofthis report.
vi. Meeting of Independent Directors:
The Independent Directors of the Company at their meeting held on 14th February 2019reviewed the performance of non-independent Directors and the Board as a whole includingthe Chairman of the meetings by taking into consideration views expressed by the ExecutiveDirectors and Non- Executive Directors at various levels pertaining to quality quantityand timeliness of flow of information between the Company management and the Board.
CORPORATE SOCIAL RESPONSIBILTY (CSR)
During the financial year under review the provisions related to CSR were notapplicable to the Company.
COMMITTEES OF THE BOARD
Currently the Board has 3 (three) Committees: a. Audit Committee b. Nomination andRemuneration Committee c. Stakeholders Relationship Committee.
The details of the aforesaid committees are given in the Corporate Governance Reportwhich forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the financial year ended 31st March 2019 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit/loss of the Company for that financial year;
c. proper and sufficientcare was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. the Company had laid down internal financial controls to be followed by the Companyand such financial controls were adequate and were operating effectively.
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34(2)(e) of
SEBI (Listing Obligations and Disclosure Requirements) 2015 forms part of this report.
ANNUAL EVALUATION OF DIRECTORS COMMITTEES AND BOARD
The Board has adopted a mechanism for evaluating its own performance and that of itsCommittees including the Chairman of the Board. This exercise was carried out by feedbacksurvey from each directors on parameters such as attendance contribution at the meetingBoard functioning composition of Board and its Committees experience competencies andgovernance issues.
STATUTORY AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Motilal & Associates Chartered Accountants(Firm Registration No. 106584W) the Statutory Auditors of the Company have been appointedfor a term of 5 (five) consecutive years i.e. upto the conclusion of the AGM to be held inthe calendar year 2021. The Company has received a confirmationfrom the said Auditors thatthey are not disqualified are eligible to hold the office as Auditors of the Company.
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended
31st March 2019 are self-explanatory and therefore do not call for any furtherexplanation or comments from the Board.
SECRETARIAL AUDITORS AND HIS REPORT
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorsof the Company has appointed Suprabhat Chakraborty Practising Company Secretaries(Membership No. 41030 C.P. No. 15878) to conduct the Secretarial
Audit of the Company for the financial year 2018-19. There are no qualificationsreservation or adverse remark or disclaimer in Secretarial Audit Report i.e. Form MR-3 forthe financial year 2018 - 2019. The said report is annexed hereto as Annexure-III andforms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given in Annexure-IV annexedhereto and forms part of this Report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has adopted mechanism to identify assessmonitor and mitigate various risks attached to the business of the Company. Major risksidentifiedpertaining to business and functions of the Company are systematically addressedby taking suitable actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The
Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal
Audit Department monitors and evaluates the efficiencyand adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the financial year under review nomaterial or serious observation has been received from the Statutory Auditors of theCompany for inefficiency or inadequacy of such controls.
VIGIL MACHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to reportgenuine concerns/ grievances. The Policy is uploaded on the Companys website at thelink: http://www.monotypeindia.in/policies.html. The Policy provides for adequatesafeguards against the victimisation of the employees who use the vigil mechanism. Thevigil mechanism is overseen by the Audit Committee.
PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Considering the provisions of Section 197 (12) of the Companies Act 2013 read withthe relevant rules and having referred to provisions of the first proviso to Section 136(1) of the Companies Act 2013 the Annual Report is being sent to the members of theCompany excluding details of particulars of employees and related disclosures. The saidinformation / details are available for inspection at the Registered Office of the Companyduring working hours for a period of twenty one days before the date of Annual GeneralMeeting of the Company on any working day provided the member intending to visit for thesaid inspection has given two days prior notice to the Company Secretary of the Company ofhis/her date and time of visit for the same.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
During the financial year under review no significant and material orders were passedby the regulators or courts impacting the going concern status and Companysoperations in future.
Your Company has successfully implemented the mandatory provisions of CorporateGovernance as stipulated in SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015. A Report on CorporateGovernance along with a certificate from Mr. Suprabhat chakraborty Practising CompanySecretary confirming the compliance of conditions of Corporate Governance which forms partof this Annual Report.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
Your Company is committed to provide a safe healthy and congenial atmosphereirrespective of cast creed or social class of the employee.
Your Company affirms that during the financial year under review there were nocomplaints reported under the Sexual
Harassment of Woman at workplace (Prevention Prohibition and Redressal) Act 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to convey thanks to bankers customersshareholders suppliers business partners/ associates financialinstitutions and Centraland State Governments and other agencies for extending their consistent supportco-operation and encouragement to the Company.
| ||FOR MONOTYPE INDIA LIMITED |
| ||Sd/- |
| ||Naresh Jain |
|Date: 14.08.2019 ||Whole Time Director & CFO |
|Place: Mumbai ||DIN: 00291963 |