The Members of Monotype India Limited
Your Directors have pleasure in presenting the 43rd Annual Report of the Companytogether with the Audited Financial Statements of the Company for the financial year ended31st March 2018.
(Rs. in Lakhs)
| ||Financial Year 2017-18 ||Financial Year 2016-17 |
|Particulars || || |
|Income ||21331.37 ||4814.36 |
|Less: Expenses ||28867.20 ||4728.73 |
|Profit/ (Loss) before tax ||(7535.82) ||85.64 |
|Less: Current Tax ||- ||26.50 |
|Less: Deferred Tax ||- ||(4.04) |
|Less:Excess/Short provision of tax ||8.49 ||- |
|Profit After Tax ||(7544.31) ||63.17 |
The income from operations increased to Rs. 21331.37 Lakhs from Rs. 4814.36 Lakhs inprevious year (increased by 343.08 %). Total expenditure of the Company increased from Rs.4728.73 Lakhs to Rs. 28867.20 (increased by 510.46 %). Loss Before Tax (LBT) stood at7535.82 Lakhs and Loss After Tax (LAT) stood at 7544.31 Lakhs
As your Company has incurred net loss during the financial year under review YourDirectors have not recommended any dividend for the financial year ended 31st March 2018.
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 NoteNo. 11.
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 2014 during the financial year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theCompanies Act 2013 or the details of deposits which are not in compliance with theChapter V of the Companies Act 2013 Act is not applicable.
STATE OF AFFAIRS OF THE COMPANY
The Company is driven by passionate promoters from the industry engaged in trading inshares financial services and Investment activities with a view to strengthen itsexisting platforms and building new ones. The Company continues to focus and grow bynurturing in our business of trading in shares 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.
DELISTING OF EQUITY SHARES
Presently the equity shares of the Company are listed on Bombay Stock Exchange (BSE)Calcutta Stock Exchange (CSE) and Metropolitan Stock Exchange of India (MSEI). The Boardof Directors has decided to delist the equity shares of the Company from CSE and MSEI bypassing the Board Resolution in their meeting held on 14th August 2018 without giving anyexit opportunity to the Shareholders as the equity shares of the Company is continued tobe listed on BSE which is having nation wide trading terminals. The delisting of theCompany's equity shares from CSE and MSEI will not be prejudicial to or affect theinterest of the investors.
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 Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year underreview were on arm's length basis and were in the ordinary course of the business. Thereare no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict of interest with the company at large. Therefore there does not exist any detailsto be mentioned in Form No. AOC-2 which is annexed hereto as Annexure-I and formspart of this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The details of loans guarantees and investments within the purview of the Section 186of Companies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014are given in Notes forming part of financial statement.
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 2018made under the provisions of Section 92(3) of the Companies Act 2013 is attached heretoas Annexure II which forms part of this Report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Rajendra Siddhoji Redekar was appointed as an Additional Director of the Company on17th July 2018 who shall hold office upto the date of ensuing Annual General Meeting.
Mr. Akhilesh Jain resigned as Director of the Company with effect from 17th July 2018due to preoccupation. The Board placed on record its deep appreciation for his valuablecontribution on the Board during his tenure as Director of the Company.
iii. Retirement by rotation:
In accordance with the provisions of Section 152 (8) of the Companies Act 2013 Mr.Harsh Jain (DIN: 02457584) 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--vis theCompany.
v. Number of meeting of Board of Directors:
During the financial year 2017-18 the Board of Directors met for 6 (six) times on29/05/2017 22/06/2017 19/07/2017 14/09/2017 13/12/2017 and 14/02/2017. The interveninggap between any two meetings was within the timeframe prescribed under the Companies Act2013. The details pertaining to attendance of Directors at Board Meeting are given inCorporate Governance Report which forms part of this report.
vi. Meeting of Independent Directors:
The Independent Directors of the Company at their meeting held on 14th February 2018reviewed 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 RESPONSIBILITY (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 and Remuneration 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 31 March 2018 the Boardof 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 2018 and ofthe profit/loss of the Company for that financial year;
c. proper and sufficient care 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 DisclosureRequirements) 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 confirmation from the said Auditorsthat they are not disqualified to act as the Auditors and are eligible to hold the officeas Auditors of the Company.
The observations / qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2018 are self-explanatory and therefore donot call for any further explanation 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 M/s. Rohit Oza & Co. Practising Company Secretaries(Membership No. 33497 C.P. No. 16076) to conduct the Secretarial Audit of the Company forthe financial year 2017-18. There are no qualifications reservation or adverse remark ordisclaimer in Secretarial Audit Report i.e. Form MR-3 for the financial year 2017 - 2018.The said report is annexed hereto as Annexure-III and forms 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-IVannexed hereto 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 risksidentified pertaining to business and functions of the Company are systematicallyaddressed by 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 Company's 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 commensuratewith the size scale and complexity of its operations. The Internal Audit Departmentmonitors and evaluates the efficiency and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies.
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 MECHANISM/ 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 Company's website at the link:http://www.monotypeindia.in/policies.html. The Policy provides for adequate safeguardsagainst the victimisation of the employees who use the vigil mechanism. The vigilmechanism 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 or tribunals impacting the going concern status and Company'soperations 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 Corporate Governance along with a certificate from M/s.Motilal & Associates Chartered Accountants confirming the compliance of conditions ofCorporate Governance which forms part of 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 (PreventionProhibition and Redressal) Act 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to convey thanks to bankers customersshareholders suppliers business partners/associates financial institutions and Centraland State Governments and other agencies for extending their consistent supportco-operation and encouragement to the Company.
FOR MONOTYPE INDIA LIMITED
| ||Sd/- ||Sd/- |
| ||Naresh Jain ||Harsh Jain |
|Date: 14.08.2018 ||Whole Time Director ||Director |
|Place: Mumbai ||DIN: 00291963 ||DIN: 02457584 |