To the members.
Your directors take pleasure in presenting the 23rd Annual Report together with AuditedStatement of Accounts of your Company for the year ended 31st March 2017.
The highlights of your company's financial results for the financial year under revieware summarized below:
| ||(Rs. in Lakh) Year Ended 31.03.2017 ||(Rs. in Lakh) Year Ended 31.03.2016 |
|Profit before Depreciation ||31.59 ||14.28 |
|Less: Depreciation ||1.35 ||0.83 |
|Profit before Tax ||30.24 ||13.45 |
|Provision for Taxation ||7.15 ||4.50 |
|Deferred Tax ||0.05 ||(0.28) |
|Profit after Tax ||23.04 ||9.23 |
Keeping in view long term interest of the company. Your Directors do not recommend thepayment of dividend for the financial year 2016-2017.
REVIEW OF BUSINESS OPERATIONS
During the year under review account shows a Profit before depreciation of Rs. 31.59Lakhs as against the Profit of 'Rs.14.28 Lakhs in the last financial year. The companymade a net profit of Rs. 23.04 Lakhs for the year ended 31st March 2017 as compared tothe net profit of Rs. 9.23 Lakhs in the previous year.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business during the year under review.
MANAGEMENTS DISCUSSION AND ANALSYS
The report on Management Discussion and Analysis as required under Regulation 34 andschedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015is annexed to this report as annexure A. Certain statements in the report may be forward-looking. Many factors may affect the actual results which could be different from whatthe Directors envisage in terms of the future performance and outlook.
The company has not invited or accepted any public deposits during the year underreview.
TRANSFER OF RESERVES
During the year under review your Company does not propose to transfer any amount toreserves.
The paid up equity share capital as on 31 st March 2017 was Rs. 50.102000. There wasno public issue rights issue bonus issue or preferential issue during the year Thecompany has not issued shares with differential voting rights sweat equity shares nor ithas granted any stock options
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186.
Your company has not provided any loan guarantees investments or securities undersection 186 of the Companies Act 2013.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS APPOINTED/ RESIGNED DURING THE YEAR.
COMPOSITION OF THE BOARD
The Board of Directors comprises 4 (Four) directors out of which 1 Executive and 3 NonExecutive.
According to the companies act 2013 Mrs. Ruchi Jain (DIN: 07291623) Whole TimeDirector of your company retires from the Board/ by rotation this year and being eligiblehas offered her candidature for reappointment.
Brief details of Mrs. Ruchi Jain (DIN: 07291623) is given in the notice of AnnualGeneral Meeting.
Key Managerial Personnel
In terms of Section 203 of the Act. the Board has designated the following person asKey Managerial Personnel of your Company.
Mrs. Ruchi Jain Whole Time Director
Mr. Sanjeev Jain. Company Secretary & Compliance Officer
Mohd. Javed Qureshi Chief Financial Officer DECLARATION BY INDEPENDENTDIRECTORS
The Independent Directors namely Mr. Ajay Prakash Narain (DIN: 02655527) & Mrs.Preeti Srivastava (DIN: 07035595) have given their declarations that they meet thecriteria requirements under Section 149(6) of the Companies Act 2013 and that theyqualify to be an Independent Directors pursuant to Rule 5 of the Companies (Appointmentand Qualification of Directors) Rules2014. The Independent Directors have also confirmedthat they meet the requirements of Independent Directors as outlined under Regulation16(1) (b) of the Listing Regulations.
BOARD MEETINGS AND ANNUAL GENERAL MEETINGS The Calendar of Meetings is prepared andcirculated to the Directors in advance to enable them to plan their schedule for effectivepreparation at the respective meetings. Additional Board Meetings if any are convened bygiving appropriate notice to address business exigencies.
The Board of Director met 6 (Six Times) during the year under review on the requisitequorum was present for all the meeting the maximum gap between any two meetings was notmore than one hundred twenty days. The 22nd Annual General Meeting (AGM) of the companywas held on 22nd Sept. 2016. Details information on the meetings of the Board. Itscommittees and the AGM is included in the Report on Corporate Governance which forms partof the Annual Report.
MEETINGS OF THE INDEPENDENT DIRECTORES The Independent Directors met once during theyear under review on 23rd March 2017. The meetings was conducted by only IndependentDirectors.
DETAILS OF POLICIES
I. Nomination and Remuneration Policy
In accordance with the provisions of section 134 (3) (e) of the Companies Act 2013read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 your company has adopted the policy onappointment of Directors and Senior Management and succession
planning for orderly succession to the Board and the Senior Management which inter -alia includes the criteria for determining qualifications positive attributes andindependence of directors.
Your company has also adopted policy on remuneration of Directors Key ManagerialPersonnel and Employees of the company in accordance with the provisions of sub section(4) of section 178.. The Policy is available on the Company's websitewww.moonoipa.net andthe same is as appended as - Annexure-B and forms part of this report.
II. Risk Management Policy
Your company has a comprehensive Risk Management Policy in place and laid down a welldefined risk management framework to identify assess and monitor risks and strengthencontrols to mitigate risks. Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuing basis.
At present the company has not identified any element of risk which may threaten thebusiness (or) existence of the Company.
III. Whistle Blower Policy - Vigil Mechanism
The company promoters ethical behavior in all its business activities and hasestablished a vigil mechanism for its directors employees and stakeholders associatedwith the company to report their genuine concerns. The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescribed there under and the Listing Regulation isimplemented through the Whistle Blower Policy to provide for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe Chairperson of the Audit Committee.
As per the Whistle Blower Policy implemented by the Company the Employees Directorsor any Stakeholders associated with the Company are free to report illegal or unethicalbehavior actual or suspected fraud or violation of the Company's Codes of Conduct orCorporate Governance Policies or any improper activity to the Chairman of the AuditCommittee of the Company or Chairman of the Company.
The Whistle Blower Policy provides for protected disclosure and protection to theWhistle Blower. Under the Whistle Blower Policy the confidentiality of those reportingviolation(s) is protected and they are not subject to any discriminatory practices. TheWhistle Blower Policy has been appropriately communicated within the Company and isavailable on the Company's website www.mooriQioa.net . and the same is attached herewithas Annexure-C No personnel have been denied access to the Audit Committee.
IV. CORPORATE GOVERNANCE
Your company practices a culture that Is built on core values and ethical governancepractices and is committed to transparency in all its dealings. A Report on CorporateGovernance along with a certificate from the Statutory auditors of the Company regardingcompliance with the conditions of Corporate Governance as stipulated in Regulation 17 to27 clause (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed to this report.
a) Statutory Auditors:
Messrs. Saxena & Saxena Chartered Accountants (ICAI Firm Registration No.006103N) the retiring Auditors of the company complete their term as Statutory Auditorsas provided under under the Companies Act2013 and relevant Rules there under at theconclusion of the ensuing Annual General Meeting ("AGM") of the company.
The Board has placed on record its sincere appreciation for the services rendered byMessers saxena & Saxena as Statutory Auditors of the Company.
The Board of Directors orTthe recommendation of the Audit Committee has approved andrecommended to the members the appointment of Messers. Rajesh K. Sachdeva &Associates Chartered Accountants. (ICAI Firm Registration No. 019200N) as StatutoryAuditors for a period of 5 years commencing for the conclusion of the 23rd AGM till theConclusion of the 28th AGM subject to ratification of their appointment by the members atevery AGM as may be applicable Messers Rajesh K. Sachdeva & Associates CharteredAccountants have given a written consent to act as Statutory Auditors of your company andhave also confirmed that the said appointment would be in conformity with the provisionsof section 139 and 141 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014.
The Members are requested to appoint Messers. Rajesh K. Sachdeva & AssociatesChartered Accountants as Statutory Auditors of the Company in place of the retiringAuditors Messers. Saxena & Saxena Chartered Accountants at the ensuing AGM for aterm of 5 years from the conclusion of the ensuing AGM till the conclusion of the 28th AGMand fix their remuneration.
The Auditors Report is unmodified and does not contain any qualification reservationadverse remark or disclaimer
b) Internal Auditors:
The Company has appointed M/s R. Mahajan & Associates (Firm RegistrationNumber-0011348N) Chartered Accountants as their Internal Auditors to carry out theInternal Audit of various operational areas of the Company.
Secretarial Auditors & Secretarial Audit Report:
The Board of the Directors of the company had appointed Ms Sangeeta Harpalani CompanySecretaries (Membership No.: 6094 and C.P.No.:8123) to conduct the Secretarial Audit ofthe company pursuant to the provision of Section 204 of the Companies Act2013 and thecompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.In accordancewith the provisions of sub-section (1) of section 204 the Secretarial Audit Report for theFinancial Year 2016-17 is appended to this report as Annexure-D.
The same does not contain any qualification reservation or adverse remark ordisclaimer.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE INCOME/OUTFLOW
As the company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to the conversation of Energy and Technologyabsorption pursuant to section 134 (3 (m) of the Companies Act 2013 read with Rule - 8(3) of the Companies (Accounts) Rules. 2014 is not provided. The Company does not have anyForeign Exchange Earnings and outgo in the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)
All the related party transactions are entered at arm's length basis in the ordinarycourse of business and as in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.There are no materially significant related party transactions made by the company withPromoters Directors or Key Managerial Personnel etc. Which may have potential conflictwith the interests of the company at large or which warrants the approval of theshareholders Accordingly no transaction as being reported in form AOC-2 in terms ofSection 134 of the Companies Act 2013. However the details of the transactions with therelated party are provided in the Company's Financial Statements in accordance with theAccounting Standards. The policy on related party transactions as approved by the board isavailable on company's www.moongipa .net.
The information required pursuant to Section197 read with Rules of the Companies/Appointment and remuneration of Managerial Personnel Rules 2014 is given in theAnnexure-E. There are no employees who is paid remuneration excess of limits specifiedunder rules of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given in Annexure E which form part of this report.
DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENTDIRECTOR VIS-A-VIS THE COMPANY.
There are no pecuniary relationships or transactions of the non executive independentdirector vis-a-vis the company for the period ending 31.03.2017.
PERFORMANCE EVALUATION OF THE BOARD
The Companies Act2013 and SEBI( Listing Obligations and Disclosure Requirements)Regulations2015 ("the Listing Regulations) stipulated the evaluation of theperformance of the Board its Committees Individual Directors and the chairperson theCompany has formulated a Policy for performance evaluation of the Independent Directorthe Board its Committee and other individual Directors which includes criteria forperformance evaluation of the non Executive Director and Executive Director the evaluationframework for assessing the performance of Director comprises of various key areas such asattendance e at Board and Committee Meeting quality of contribution to Board discussionsand decisions strategic insights or inputs regarding future growth of the company and itsperformance ability to challenge views in a constructive manner knowledge acquired withregard to the Company's business/ activates understanding of industry and global trendsetc.
The evaluation involves self-evaluation by the Board Member and subsequent assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual evaluation of its own performance and theDirectors individually (including independent Directors) as well as the evaluation of theworking of its Committees Feedback was sought by well- defined and structuredquestionnaires covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture areas of responsibilityexecution and performance of specific duties obligations and governance complianceoversight of Company's subsidiaries etc.
A separate exercise carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors who were evaluated on severalparameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority shareholders and knowledgeacquired with regard to the Company's business/activities.
The performance evaluation of the Non- Independent Directors and the Board as whole wascarried out by the Independent Directors. The performance evaluation of the Chairman ofthe Company was also carried out by the Independent Directors taking into account theviews of the Executive Directors and Non-Executive Directors.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. Qualitative comments and suggestions ofDirectors were taken into consideration by the Chairman of the Board and the Chairman ofthe Nomination & Remuneration Committee. The Directors have expressed theirsatisfaction with the evaluation process.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financials control with refrence tofinancial statements commensurate with the size scale and complexity of its operationto ensure that all assets are safeguarded and protected against loss from unauthorized useor disposition and those transactions are authorized recorded and reported correctly.
Reasonable Financial Controls are operative for all the business activities of thecompany and no material weakness in the design or operation of any control was observed.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders were passed by the Regulator or Court orTribunal during the year that would impact on the going concern status of the Company andfuture operation. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of section 134 and subsection (3) of section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2017 forms part of thisReport and is appended. Annexure - F DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Your Company is an equal opportunity employer and is committed to ensuring that thework environment at all its locations is conducive to fair safe and harmonious relationsbetween employees. It strongly believes in upholding the dignity of all its employeesirrespective of their gender or seniority. Discrimination and harassment of any type arestrictly prohibited.
The Company has in place appropriate Policy in accordance with the provisions of theSexual Harassment of Women at the Workplace (Prevention prohibition & Redressal) Act2013 to prevent sexual harassment of its employees. Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The Companyensures that no employees is disadvantaged by way of gender discrimination.
The Company has not received any complaint on sexual harassment during the financialperiod ended 31.03.2017. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY No material changes and commitments affecting the financial position ofyour Company have occurred after the closure of the Financial Year 2016-17 and till thedate of the report. SUBSIDARIES JOINT VENTURE AND ASSOCIATES The company does have anysubsidiary joint venture or associate company.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 with respect to Directors responsibility statement the Directors of the companyhereby confirm that:
i) In preparation of the annual accounts for the year ended March31 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true &fair view of the state of affairs of the company at the end of financial year and of theprofit S loss of the company for that period.
iii) The directors had 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.
iv) Directors had prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls the company that areadequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF).
No amount was lying unpaid or unclaimed for a period of seven years. Therefore no fundswere required to be transferred to Investor Education and Protection Fund (IEPF).
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid Annual Listing Fees for the year 2017-18 to BSELimited where the Company's Shares are listed
CORPORATE SOCIAL RESPOSIBILITY
The Company is not required to constitute Corporate Social Responsibility Committee asit does not fall within purview of Section 135(1) of the Companies Act2013 and hence itis not required formulate policy on Corporate Social Responsibility.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the company nature of the industry inwhich the company operates business model of the company. The details of suchfamiliarization programmes for Independent Directors have been disclosed on the website ofthe Company.
CASH FLOW STATEMENT
The cash flow Statement for year ended 31st March2017 in conformity in it's theprovisions of Companies Act.2013 and SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is annexed herewith.
DETAILS OF FRAUD IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRALGOVERNMENT)
No fraud / misconduct was detected at the time Statutory Audit by Auditors of theCompany for the financial year ended on 31st March 2017.
Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email address is available with Company. Your Companywould encourage other Members also to register themselves for receiving Annual Report inthe electronic Report form. CEO & CFO CERTIFICATION
Certificate from Mrs. Ruchi Jain (DIN: 07291623) Whole Time Director & Mohd. JavedQureshi Chief Financial Officer .pursuant to Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations2015 for the financial year 2016-17was placed before the Board of Directors of the Company at its meeting held on May 292017and also forms part of Report on Corporate Governance.
The Board expresses its deepest appreciation and gratitude for the guidance andcooperation extended to the Company by RBI statutory authorities and regulators. TheBoard also thanks the banks and financial institutions for their timely financialassistants to the company and helping the company to reach out to customers across thecountry. The Board thanks the auditors to the company for their guidance. Special thanksare due to the employees of the company who contributed their skills enthusiasmcommitment and dedication which have over the years helped the company to earn prominence.The Board is grateful to the shareholders depositors of the company for their patronage.
|For & On behalf of the Board || |
| ||Ruchi Jain |
| ||Whole Time Director |
|Place: New Delhi || |
|Date: 29.05.2017 || |