DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting the 13th Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015. 1 OPERATIONAL REVIEW During the year under review your Company's operating income was of Rs. 267.83 Lacs as compared to Rs. 33.86 lacs during the previous year. The Company has earned a profit of Rs. 159.56 Lacs as compared to Rs. 4.37 Lacs during the previous year. 2. DIVIDEND In view of loss during the year under review, your directors do not recommended any dividend to the shareholders. 3. MATERIAL CHANGES AND COMMITMENTS No material changes and commitments have taken place between the end of financial year of the Company to which balance sheet relates and date of report, which affects the financial position of the Company. 4. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. 5. SHARE CAPITAL There was no change in the Company's share capital during the year under review. The Company's paid up share capital is Rs. 7,41,25,240 comprising of 74,12,524 equity shares of Rs. 10 each. 6. DIRECTORS During the year under review, the company has appointed Ms. Babika Goe and Sh. Rajiv Poddar as an Additional Director w.e.f. 14.02.2015 and 24.06.2015 respectively and Mr. B.D. Bhardwaj has been appointed as a Whole Time Director of the Company w.e.f. 28.05.2015 In accordance with the provisions of the Section 152 of the Companies Act, 2013 and the company's articles of association, Sh. Sandeep Jajodia, Directors retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re- appointment. All independent directors have given declarations that they meet the eligible criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013 and clause 49 of the Listing agreement. There are two Independent Directors namely Sh. Amitabh Sharma Mudgal and Sh. Rajiv Poddar. Directors of the Company are not related to each other in accordance with section 2(77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 As per clause 49 (IV) (G) of the listing agreement, the required details of directors appointed/reappointed during the year is given in Annexure 1 7. DIRECTOR'S RESPONSIBILITY STATEMENT The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under: a) In preparation of Annual Accounts for the financial year ended on 31st March, 2015, the Applicable Accounting Standards have been followed and there are no material departures from the same; b) The selected accounting policies were applied consistently and the Directors made judgments and estimate that are reasonable and prudent so as to give a true and fair view of Company as at 31st , March 2015 and the profit of the Company for that periods; c) 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 the safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on 'going concern basis'; e) The internal financial controls have been laid down by the company and such financial controls were adequate and operating effectively and; f) Proper systems have been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively. 8. INTERNAL CONTROLS & INTERNAL FINANCIAL CONTROLS Internal Control systems are an integral part of company's corporate governance. Your Company has effective internal control environment. Control systems have documented policies, checks and balances, guidelines and procedures that are supplemented by robust internal audit processes and monitored continuously by periodical reviews by management which provides reasonable assurance that all assets are safeguarded; transactions are authorized, recorded and reported properly. Your Company has an independent MIS and Audit Department to oversee the day-today functioning of the Company. The Company has proper budgeting system and the actual performance is continuously evaluated and the corrective measures are taken from time to time. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets. 9. LISTING OF SHARES The Company's Equity Shares are presently listed at the BSE Limited and has paid Annual Listing Fee. Further company got delisting of its shares from the Madhya Pradesh Stock Exchange on 23rd April, 2015. STOCK CODE: Scrip Code, BSE: 532723 Demat ISIN No. in NSDL & CDSL: INE493H01014 10. DECLARATION BY INDEPENDENT DIRECTORS The company has received the necessary declaration from each director in accordance with Section 149(6) of the Companies Act, 2013 that he/she meets the criteria of Independence as laid out in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement. 11. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement, the Board evaluated the effectiveness of its functioning and that of Committees, Key Managerial Personnel & individual Directors by seeking their inputs on various aspects of Board/ Committee Governance. Further, the Independent Directors at their meeting reviewed the performance of Board, Chairman of the Board and Non- executive Directors. 12. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. 14. AUDITORS i) Statutory Auditor The Auditors report is without any qualifications and notes to the accounts as referred in the Auditors Report are self-explanatory and therefore, do not call for any further comments or explanations. M/s O.P. Bagla & Co., Chartered Accountants, Firm Registration No. 000018N, New Delhi, who were auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for reappointment to audit the Accounts of the Company for the FY2015-16. As required under the provisions of Sec 139 of the Companies Act 2013, the Company has obtained a written confirmation from Messers O.P. Bagla & Co. that their appointment, if made, would be in conformity with the limit specified in the said Section. ii) Secretarial Auditor Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to this report. The Secretarial Audit Report for the Financial year ended March 31, 2015 contains reservation and remarks which are given along with the management reply for the same: ¦ There was no Managing Director or Chief Executive Officer or Manager or Whole Time Director; and Company Secretary in the Company as required under section 203 & (ii) of the Act; In this regard, the Company wishes to inform that the Company has appointed Mr. B.D. Bhardwaj as Whole Time Director w.e.f. 28.05.2015 and Mr. Gaurav Gupta as Company Secretary w.e.f. 23.06.2015 ¦ As per the Listing Agreement, the Company was required to have 2 (two) Independent Director(s) on its Board throughout the financial year; however the second independent director was appointed by the Company on 14th February, 2015. In this regard, the Company wishes to inform that Company had appointed second independent director w.e.f. 14th February, 2015 ¦ Few e-form(s) were filed with the Registrar of Companies, Chhattisgarh beyond their due date. In this regard, the Company wishes to inform that delay in filing of some forms was mainly due to ambiguity and uncertainty in the provisions of the Companies Act, 2013. iii) Internal Auditor The Company has appointed M/s. Krishan Rakesh & Co. as internal auditor of the Company in its Board Meeting held on 13th August, 2015. 15. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with Auditor's Certificate on compliance with this regard and Whole Time Director's declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Report. 16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the Listing Agreements with the Stock Exchange is annexed and forms integral part of this Report. 17. RISK MANAGEMENT Your Company's Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The risk policy defines the risk management handling system vis-a-vis role of various entities. The profiling, a continuously ongoing and evolving process, is done for each risk. The process involves prioritizing, modeling and assigning mitigation process to each type of risk model. The management periodically issues the policies to its divisions. These divisions modify these to make it suitable. A corporate level independently constituted team and a sound internal audit system is in place. The internal audit team periodically visits the divisions and carries out audit. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment. 18. DISCLOSURES-NUMBER OF MEETING OF THE BOARD During the year, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. EXTRACT OF ANNUAL RETURN In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is annexed as Annexure-2 hereto and forms a part of this report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has given loans or guarantees covered under Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. NOMINATION AND REMUNERATION POLICY Your Company has adopted the Nomination and Remuneration Policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. AUDIT COMMITTEE The Company complies with the provisions related to Audit Committee, as provided under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company and the link for the same is <http://www.monnetgroup.com> DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company has in place a policy on Gender Equality, Gender Protection, Prevention of Sexual Harrasment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. An 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. No complaints pertaining to sexual harassment were received during FY 2014-15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report Annexure 3. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report However, having regard to the provisions of the first proviso Section 136(1) of the Companies Act 2013, the Annual Report excluding the aforesaid information is being dent to the members of the Company. The said information is available for inspection at Registered Office of the Company during working hours, Any member interested in obtaining said such information may write to the Company Secretary, at the registered office will be furnished on request. 19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m)of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided. ACKNOWLEDGMENT Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. By Order of the Board For Monnet Project Developers Limited sd/- (Amitabh Sharma Mudgal) Director sd/- (Braham Dutt Bhardwaj) Whole-time Director Date: 13.08.2015 Place: New Delhi |