DIRECTORS' REPORT To, The Members MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya Investments Limited) 1. Your Directors have great pleasure in presenting 35th ANNUAL REPORT along with the Consolidated Audited Balance Sheet and Profit And Loss Account, for the period ended 31st March, 2015. 2. REVIEW OF OPERATIONS There were no business operations performed during the financial year. Therefore the Company has incurred a loss of Rs 8,51,233/- during the current financial year. 3. DIVIDEND In view of losses your Directors do not recommend any dividend as such. 4. FUTURE PROSPECTS Company's business is of providing all kind of services relating to Information Technology (IT). The focus of the company is towards increasing the demand of the services in the market and make the company profitable from loss making. 5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year 6. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m)ofthe Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director's Report. 7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed alsodiscussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. 8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company is not required to constitute a Corporate Social Responsibility Committee as it does notfall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of loan made under Section 186 of the Companies Act, 2013 have been disclosed in note 7 of the financial statement. The particulars of investments made under Section 186 of the Companies Act, 2013 have been disclosedin note 6 ofthe financial statement. The Company has not given any guarantee. 10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure Bto Director's report. 11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. 12. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 ofthe Companies (Managementand Administration) Rules, 2014isfurnished asAnnexure C to Director's Report. 13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW During the financial year, the Board had met five times (5) on 26th May, 2014; 14th August 2014, 28th August,2014, 14th November, 2014 and 14th February, 2015. 14. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm: (i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure. (ii) That the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and that of the profit of the Company for the year ended on that date. (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) That the annual accounts have been prepared on a going concern basis. and (v) The Board has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.- (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 15. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 16. PARTICULARS OF REMUNERATION No details as required under section 197(12) of the CompaniesAct2013and Rule5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as there are no employees drawing remuneration in excess of the prescribed limits. As the remuneration of Director's is nil, the information as required under section 197 (12) of the Companies Act 2013, the median salary paid to the employees of the company is at a comparative level with that paid to the director's. The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 14, 2015 that the remuneration is as per the remuneration policy of the Company. The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Company's website: www.mosil.co 17. DIRECTORS Mrs. Jayshree Gupta was inducted as an Additional Director on the Board of the Company on 31st March, 2015, in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. She would hold office till the conclusion of ensuing Annual General Meeting. Your Directors hereby recommends her appointment as Director of the Company and resolution for her appointment is put forward for your approval. Mr. Jethalal Goswami, resigned from the office of Directorship with effect from 14th August 2015. Your Directors place their appreciation forthe work done by him during his tenure. The Board of Directors at their meeting held on August 14, 2015 approved re-appointment of Mr. Harial Singh as Executive Director and CFO subject to approval of Shareholders at ensuing Annual General Meeting ofyour Company for a further period of three years commencing from August 14, 2015 to August 13, 2018. The Company has received notice in writing from member along with requisite fee proposing candidature of Mrs. Jayshree Gupta and Mr. Harilal Singh as Directors of the Company. Your Directors recommend their appointment. 18. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013so as to qualify themselves to be appointedas Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 19. AUDITORS M/s C.P.Jaria & Co, Chartered Accountants, Mumbai registered with the Institute of Chartered Accountants of India vide firm registration no 104058W who were appointed as Statutory Auditors at their Annual General Meeting held on 15th December, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting. 20. INTERNAL AUDITORS The company has appointed M/s Priyanka Patel, Chartered Accountant having firm registration no 134011Was internal auditor of the company for financial year 2015-16. 21. SECRETARIAL AUDITOR The Company has appointed M/sHS Associates, Company Secretaries, asSecretarial Auditorofthe Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to thisreportas Annexure D to Director's Report. 22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report. 23. CORPORATE GOVERNANCE The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditor's confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report. 24. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES As on March 31, 2015, the Company does have a Indian subsidiary Company. Company has prepared Consolidate financial statement for the F.Y 2014-2015.The statement containing the salient feature of the financial statement of a company's subsidiary is in Form AOC-1. is appended as Annexure E to this report. 25. CORPORATE GOVERNANCE REPORT The Company has obtained Corporate Governance Certificate from M/s C. P. Jaria & Co. Chartered Accountants, Surat, Statutory Auditors of the Company and is annexed hereto. A separate Report on Corporate Governance is also annexed hereto and marked as Annexure F to this Report. 26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The Audit Committee consists of the following members Two non-executive Director and One executive Drector *Mr. Nikunj Pancholi: Chairman *Mr. Girdharilal Khuha -Member Mr. Neeraj Gupta : Member *Mr. Harilal Singh ceased to member of Audit Committee from 14th Februray, 2015. *Mr Jethalal Goswami resigned on 14th August ,2015, Mr. Nikunj Pancholi was appointed as chairman and Mr Girdharilal Khuha was inducted as member on 14th August, 2015 The above composition of the Audit Committee consists of independent Directors viz., Mr. Nikunj Pancholi and Girdharilal Khuha who form the majority. The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of Audit Committee on reporting issues concerning the interests of co employees and the Company. The Vigil Mechanism Policy is available atthe website of the company: www.moisl.co 27. Annual evaluation by the Board The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. 28. COMMITTEES OF THE BOARD During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows: I. Audit Committee II. Nomination and Remuneration Committee III. Stakeholders' Relationship Committee Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 29. OTHER DISCLOSURES The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. 30. REGISTERED OFFICE: The registered office ofthe company is shifted with the approval ofthe Board obtained in the meeting dated 14th August, 2015 from Flat No.53, 5th Floor, Building No.11, Vijay Vilas Tores Building, GB Road, Kaveser Thane Maharashtra 400615.to Office No 11:1st Floor, Kris Korner Commercial Plaza, Opp Saraswati Vidhyalya, Behind Muchhala College, G B Road, Thane (W), Mumbai, Maharashtra-400615. 31. PREFERENTIAL ISSUE : The Company allotted 20,00,000 equity shares of Rs 10 each on preferential bases on 27th January, 2015,pursuant to terms and condition of SEBI ( Issue of Capital and Disclosure Requirement) Regulation 2009 & special resolution passed in the Annual General Meeting held on 15th December, 2014. 32. UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS: During the financial year 2014-2015 the company had raised an amount aggregating to Rs. 2,00,00,000 by way of preferential issue of equity shares. The Company has utilized whole amount i.e Rs. 2,00,00,000/-, by giving loan to subsidiary Company as per the object mentioned in the offer letter. 33. SUBDIVISION OF SHARE CAPITAL: The Company has subdivided its existing share capital of 50,01,951 shares having face value of Rs. 10 each into 500,19,510 equity shares of Rs.1 each w.e.f 31st March, 2015 for which the Company has obtained shareholders approval on 15th December, 2014. 34. AMALGAMATION OF COMPANY The Board of Directors had approved the proposal of Amalgamation of the Company with Millennium Onlne (India) Limited and therefore the Company had filed an application with Bombay Stock Exchange (BSE) on 1st February, 2014 for obtaining inprincipal approval. However BSE has not granted required approval and hence noamalgamation process was commenced. 35. ACKNOWLEDGEMENTS Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them. BY ORDER OF THE BOARD FOR MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (FORMERLY KNOWN AS MAHAMAYA INVESTMENTS LIMITED) SD/- NEERAJ GUPTA MANAGING DIRECTOR DIN:00073274 PLACE: MUMBAI DATE : 14th AUGUST, 2015 |