TO THE MEMBERS,
Your Directors have pleasure in presenting the 40th Annual Report together
with the Audited Financial Statements of MONIND LIMITED ("the Company")
for the Financial Year ended on 31st March, 2023.
1. FINANCIAL RESULTS AND BUSINESS OPERATIONS
A summary of the Company's Financial Results for the Financial Year 2022-23 &
2021-2022, are as under:
Particulars |
Amount (Rs in Lakhs) |
|
Financial Year 2022-23 |
Financial Year 2021-22 |
Revenue from operation |
0 |
0 |
Other Income |
0.10 |
76.81 |
Total Income |
0.10 |
76.81 |
Total Expenses |
296.07 |
189.82 |
Profit/(Loss ) before Tax |
(295.97) |
(113.01) |
Tax Expense: |
- |
- |
Current Tax |
|
|
For earlier Year |
0.19 |
- |
Deferred Tax |
- |
- |
Net Loss after Tax |
(296.16) |
(113.01) |
2. STATEMENT OF COMPANY'S AFFAIR
During the financial year 2022-23, the operating income was nil. The Company has
recorded a Net Loss after tax of Rs. (296.16) Lakhs for Financial year 2022-2023 as
compared to Net Loss of Rs. (113.01) Lakhs for the Financial Year 2021-2022. The Directors
are optimistic about future performance of the Company.
3. THE CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the year, the Company was not engaged in any business activity, as in the
previous financial year.
4. DIVIDEND AND RESERVES
In view of the losses suffered by the Company during the year under review, your
directors have not recommended any dividend and have not transferred any amount to reserve
for the Financial Year 2022-23.
5. PUBLIC DEPOSITS
Your Company has neither invited nor accepted any deposits from public falling within
the purview of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules,
2014.
There is no unclaimed or unpaid deposit lying with the Company.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
In terms of Section 134(3) (I) of the Companies Act, 2013, no material changes or
commitments affecting the financial position of the Company have occurred between the end
of the Financial Year (i.e. March 31, 2023) and the date of this Report, except the
following: The Company (as Borrower ) has entered into supplementary Loan Agreements to
the original Loan Agreements dated 29th August 2018 with the following Lenders
on 20th June 2023 for conversion of outstanding loans into Redeemable
Preference Shares of the Company, pursuant to approval accorded in the Extra Ordinary
General Meeting held on 07th Feberuary, 2023:
1. Ishan Technical Plant Services Private Limited
2. Real Technical Solutions Private Limited
3. Talento Technical Plant Services Private Limited
The Company received Notice of Conversion from the aforesaid Lenders on 21.06.2023 to
convert their outstanding Loans into Redeemable Preference Shares of the Company.
Consequently, the Company allotted 0.01% Non-Cumulative, Non- Convertible Redeemable
Preference Shares for a Face Value of Rs. 100 each in the following manner:
S.No Name of Lenders |
Numbers of Preference |
|
Shares allotted for Value of Rs. 100 |
a Face |
1 Ishan Technical Plant Services Private Limited |
40,00,000 |
|
2 Real Technical Solutions Private Limited |
25,00,000 |
|
3 Talento Technical Plant Services Private Limited |
25,00,000 |
|
Total |
90,00,000 |
|
7. SHARE CAPITAL
Authorized Share Capital
The Authorized Share Capital of the Company as on 31st March, 2023 is Rs.
109,00,00,000/- (Rupees One Hundred Nine Crore only) divided into 40,00,000 (Forty Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,05,00,000 ( One Crore Five Lakhs )
Non-Cumulative, Non-Convertible Redeemable Preference of Rs.100/-(Rupees Hundred Only).
During the Financial year 2022-2023, the Authorized Share Capital of the Company was
increased in the Extra Ordinary General Meeting held on 07th February, 2023 in
the following manner:
Particulars |
Authorised Share Capital before 07.02.2023 (in Rs.) |
Shares increased on 07.02.2023 (in Rs.) |
Authorised Share Capital after 07.02.2023 (in Rs.) |
Equity Share Capital of Rs. 10 each |
4,00,00,000 |
NIL |
4,00,00,000 |
10% Non-Cumulative |
15,00,00,000 |
NIL |
15,00,00,000 |
Non-Convertible Redeemable |
|
|
|
Preference Shares |
|
|
|
0.01% Non-Cumulative |
NIL |
90,00,00,000 |
90,00,00,000 |
Non-Convertible Redeemable |
|
|
|
Preference Shares |
|
|
|
Total (in Rs.) |
19,00,00,000 |
90,00,00,000 |
109,00,00,000 |
Paid up Share Capital
The Paid up Share Capital of the Company as on 31st March, 2023 is Rs.
18,68,12,620 (Rupees Eighteen Crore Sixty Eight Lakhs Twelve Thousand and Six Hundred
Twenty Only) divided into 36,81,262 (Thirty Six Lakhs Eighty One Thousand Two Hundred
Sixty Two Only ) Equity Shares of Rs. 10 each and 15,00,000 (Fifteen Lakhs) 10%
Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/-(Rupees Hundred
Only) each.
Post 31st March 2023 and till the date of this report, the Board of
Directors in their Board Meeting held on 29th June, 2023 have allotted the
0.01% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100 each
aggregating to Rs. 90,00,00,000 (Rupee Ninety Crore only) by conversion of Loan into
Preference Shares .
Pursuant to the said allotment, the issued, subscribed and paid up Share Capital of the
Company has been increase in the following manner:
Particulars |
Issued, Subscribed and Paid up Share Capital Before 29.06.2023 (in Rs.) |
Shares Alloted on 29.06.2023 (in Rs.) |
Issued, Subscribed and Paid up Share Capital After 29.06.2023 (in Rs.) |
Equity Share Capital |
3,68,12,620 |
NIL |
3,68,12,620 |
of Rs. 10 each |
|
|
|
10% Non-Cumulative |
15,00,00,000 |
NIL |
15,00,00,000 |
Non-Convertible Redeemable |
|
|
|
Preference Shares of Rs. 100 each |
|
|
|
0.01% Non-Cumulative |
NIL |
90,00,00,000 |
90,00,00,000 |
Non-Convertible Redeemable |
|
|
|
Preference Shares of Rs. 100 each |
|
|
|
Total (in Rs.) |
18,68,12,620 |
90,00,00,000 |
108,68,12,620 |
8. EXTENSION OF THE PERIOD OF 10% NON-CUMULATIVE, NON-CONVERTIBLE REDEEMABLE
PREFERENCE SHARES
During the Financial year 2022-2023, there is variation in the term of 15,00,000
preference Shares, pursuant to approval accorded in the Extra-Ordinary General meeting
held on 07th February, 2023, to the extent as mentioned below:
1. Extension of the Period of Redemption of Preference shares by a period of Eleven
years as mentioned in the following manner :
2. Adding put and call option, exercisable after five years.
Particular of Preference Shares |
Date of Allotment |
Original date of redemption |
Extended Date of redemption |
15,00,000, 10% Non-Cumulative, |
31.03.2014 |
30.03.2023 |
30.03.2034 |
Non-Convertible Redeemable Preference shares of Rs. 100/- each fully
paid up |
|
|
|
9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANY
The Company has no Subsidiary, Joint venture or Associate Company and accordingly Form
AOC-1 i.e. a statement containing salient features of the financial statements of
Subsidiaries/Associate Company/Joint Ventures pursuant to Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014 is not required to be
attached.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
As on the date of the report, the Board of Directors of the Company comprises of total
Four (4) directors. The Composition of the Board of Directors is as under:
S.no. |
Name of the Director |
Designation |
Date of appointment |
1 |
Mr. Mahesh Kumar Sharma (DIN:07504637) |
Whole Time Director |
07/05/2016 |
2 |
Mr. Umesh Kumar Shukla |
Non Executive Independent |
10/08/2022 |
|
(DIN: 00180433) |
Director |
|
3 |
Ms. Babika Goel |
Non Executive Independent |
14/02/2015 |
|
(DIN: 07060202) |
Director |
|
4 |
Mr. Keshav Sharma |
Non Executive Non- |
30/05/2019 |
|
(DIN:08275228) |
Independent Director |
|
During the financial year under review, Mr. Vijay Sharma (DIN: 08161059) resigned from
the post of Non Executive Independent Director w.e.f 09.08.2022 and Mr. Umesh Kumar Shukla
(DIN: 00180433) who was appointed as Additional Directors under the provision of the
Company Act, 2013 on 10.08.2022, was appointed as Directors in the category of Non
Executive Independent Director by the members of the Company in the Annual General Meeting
held on 28.09.2022 .
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Keshav Sharma (DIN: 08275228), Director of the
Company liable to retires by rotation at the forthcoming 40th Annual General Meeting and,
being eligible, offers himself for re-appointment. The Board recommends his re-appointment
for the consideration of the Members of the Company at the ensuing 40th Annual General
Meeting.
A brief resume, nature of expertise, details of directorships held in other companies
of the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice
of the ensuing Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 2(51) & 203 of the Companies Act, 2013,
during the Financial year 2022-2023, the Key Managerial Personnel (KMP's) of the Company
are:-
1. Mr. Mahesh Kumar Sharma (DIN:07504637)- Whole Time Director & Chief Financial
Officer
2. Ms. Priya (M.NO. A43972) Company Secretary (KMP ) and Compliance officer
However, Ms. Priya (M.NO. A43972), Company Secretary (KMP) and Compliance officer of
the Company has resigned w.e.f 30.06.2023 and Ms. Rinkal (M.No. A55732) has been appointed
as Company Secretary (KMP) and Compliance Officer of the Company w.e.f 01.07.2023.
11. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE
COMPANIES ACT, 2013
The Company has received declarations from the Independent Directors of the Company
under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and there has been
no change in the circumstances which may affect their status as Independent Directors.
Further, they have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014. During the FY 2022-23 separate meeting exclusively of Independent Directors was held
on 30th May 2022.
12. NUMBER OF MEETING OF THE BOARD OF DIRECTORS
During the financial period 2022-23, the Board of Directors met Five (5) times, the
details of which are as under.
S.No |
Board meeting Dates |
Total Strength of the Board |
No. of Directors Present |
1 |
30.05.2022 |
4 |
4 |
2 |
10.08.2022 |
4 |
4 |
3 |
11.11.2022 |
4 |
4 |
4 |
05.01.2023 |
4 |
4 |
5 |
13.02.2023 |
4 |
4 |
The Board of Directors met at Regular Intervals to transact business and the gap
between two meetings was not exceeding one hundred and twenty days.
The Company has complied with Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India with respect to the
Board Meetings. Attendance of Directors at Board Meetings during the F.Y 2022-2023 are as
under:
Name of the Directors |
No of Board Meetings held |
No of Board Meetings |
|
|
Attended |
Mr. Mahesh Kumar Sharma |
5 |
5 |
(DIN:00180433) |
|
|
Mr. Umesh Kumar Shukla |
5 |
4* |
(DIN: 07504637) |
|
|
Mr. Vijay Sharma |
5 |
1# |
(DIN: 08161059) |
|
|
Ms. Babika Goel |
5 |
5 |
(DIN: 07060202) |
|
|
Mr. Keshav Sharma |
5 |
5 |
(DIN:08275228) |
|
|
* Mr. Umesh Kumar Shukla appointed w.e.f 10.08.2022 #Mr. Vijay Sharma
resigned w.e.f 09.08.2022
13. COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
a. Audit Committee
Your Directors have constituted the Audit committee in accordance with Section 177 of
the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers)
Rules, 2014. The members of the Committee as on 31.03.2023 are as follows:
1. Ms. Babika Goel (Non-Executive Independent Director) -Chairman
2. Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) Member*
3. Mr. Keshav Sharma (Non-Executive Non-Independent Director) Member
4. Mr. Vijay Sharma (Non-Executive, Independent Director) Member#
*Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) appointed w.e.f
10.08.2022 #Mr. Vijay Sharma (Non-Executive, Independent Director)
resigned w.e.f 09.08.2022
Five (5) meetings of the Audit Committee were held during the period ended 31st
March, 2023 on 30.05.2022, 10.08.2022, 11.11.2022, 05.01.2023, 13.02.2023
b. Nomination and Remuneration Committee
Your directors have constituted a Nomination and Remuneration Committee as required
under the provisions of Section 178 of the Companies Act, 2013. The Nomination and
Remuneration Committee consists of following members:
1. Ms. Babika Goel (Non-Executive Independent Director) -Chairman
2. Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) Member*
3. Mr. Keshav Sharma (Non-Executive Non-Independent Director) Member
4. Mr. Vijay Sharma (Non-Executive Independent Director) Member#
*Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) appointed w.e.f
10.08.2022 #Mr. Vijay Sharma (Non-Executive, Independent Director)
resigned w.e.f 09.08.2022
Two (2) meetings of the Nomination and Remuneration Committee were held during the
period ended 31st March, 2023 on 30.05.2022 and 10.08.2022
c. Stakeholders Relationship Committee
Your Board has constituted Stakeholders Relationship Committee under the provisions of
Section 178(5) of Companies Act, 2013. The Committee consists of following members:
1. Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) Chairman*
2. Ms. Babika Goel (Non-Executive Independent Director) -Member
3. Mr. Keshav Sharma (Non-Executive Non-Independent Director) Member
4. Mr. Vijay Sharma (Non-Executive, Independent Director) Chairman #
*Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) appointed w.e.f
10.08.2022 as Chairman of the Committee. #Mr. Vijay Sharma
(Non-Executive, Independent Director) resigned w.e.f 09.08.2022 as Chairman of the
Committee.
Three (3) meetings of the Stakeholders Relationship Committee were held during the
period ended 31st March, 2023 on 30.05.2022, 10.08.2022 and 13.02.2023
d. Executive Committee:
The Executive Committee was formed to deal with urgent matters requiring immediate
action of the Board of Directors before a meeting of the Board could be convened. The
Minutes of the Executive Committee are placed before the Board for their review and noting
in the next Board Meeting. The Committee consist of following members: 1. Mr. Keshav
Sharma, Chairman 2. Ms. Babika Goel, Member
During the year under review, no meeting of the Executive committee took place.
e. Finance Committee:
The Finance Committee was formed for the purpose of looking on the matters related with
finance and to further make recommendation to the Board regarding such matters. The
Committee consist of following members: 1. Mr. Mahesh Kumar Sharma, Whole-time Director,
Chairman 2. Mr. Umesh Kumar Shukla, Independent Director as its member. During the year
under review, one meeting of Finance Committee Meeting was held on 22.09.2022.
14. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosures Requirements) Regulations 2015, the Board has carried out the annual
performance evaluation of its own performance, the Directors individually, including
independent directors as well as the evaluation of the working of its Audit, Nomination
and Remuneration and other Committees formed under the Companies Act, 2013. A set of
evaluation factors was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment safeguarding the interest of the
Company and its minority shareholders etc. Schedule IV to the Companies Act, 2013 states
that performance evaluation of Independent Directors shall be done by the entire Board,
excluding the director being evaluated. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
The performance evaluation criteria for Independent Directors are determined by the
Nomination and Remuneration Committee. An indicative list of factors that may be evaluated
include participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity
and maintenance of confidentiality and independence of behavior and judgment. The
performance evaluation of Independent Directors was done by the entire Board of Directors
and in the evaluation the directors who are subject to evaluation had not participated.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. Further, there have been
no materially significant related party transactions entered into by the Company with
Promoters, Directors or KMP etc., which may have potential conflict with the interest of
the company at large.
During the F.Y 2022-2023, There are no particulars of Contracts or arrangements with
related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15
of The Companies (Meetings of Board and its Powers) Rules 2014, hence no disclosure in
Form AOC-2 in terms of Section 134(3) (h) read with Section 188(2) of the Companies Act,
2013 is required to annex with this report. The Company has formulated a policy on dealing
with Related Party Transactions. The Policy is available on the website of the company at
http://www.monnetgroup.com/MIL-code-policy.php
(For Further information, please refer Note No. 22 to the Financial Statements of the
Company for F.Y 2022-23).
16. 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) (c), and based upon the
detailed representation, due diligence and inquiry thereof and your Board of Directors and
confirm as under:
a) In preparation of Annual Accounts for the financial year ended 31st
March, 2023in the applicable Indian Accounting Standards (Ind "AS") and Schedule
III of Companies Act, 2013 had been followed and there are no material departures from the
same;
b) The directors had selected such accounting policies and applied consistently and
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 at 31st March, 2023and of the
profit and loss of the Company for the Financial Year ended 31st March, 2023.
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts for the financial year ended 31st March, 2023have been prepared
on going concern basis;
e) The Directors had laid down internal financial controls and same were followed by
the Company and that such financial controls were adequate and were operating effectively;
and
f) The Directors had devised proper systems to ensure compliance with the provisions of
the all applicable laws and that such systems were adequate and operating effectively.
17. INTERNAL CONTROLS SYSTEMS AND ITS ADEQUACY
The internal control system is an integral part of the general organizational structure
of the Company. The system is highly structured and totally in sync with the size and
nature of its business. This process is aimed at pursuing the values of both procedural
and substantial fairness, transparency and accountability. The internal control system is
basically a set of rules, regulations, policies which allows enhanced monitoring. The
organization is appropriately staffed with qualified and experienced personnel for
implementing and monitoring the internal control environment.
18. AUDITORS
i) Statutory Auditor
The Board of Directors and Members of the Company at its previous Annual General
Meeting held on 28.09.2022 has, approved the appointment of M/s O P Bagla & Co. LLP,
Chartered Accountants (Firm Regn. No.000018N/N500091) as the Statutory Auditors of the
Company for a term of 5 (five) years commencing from the conclusion of the 39th AGM till
the conclusion of the 44th AGM. Comments/Qualifications of the Statutory Auditors in their
report and the notes forming part of the Accounts are self-explanatory. Management
representations to these qualifications/comments are as follows:
Basis for Qualified Opinion in the Audit Report on Financial Statement and Comments of
Management thereon- During the year, the Company has no major business activities and
in view of continued liquidity constraints the Company has sought waiver of interest on
unsecured short term loans. In view of aforesaid, no provision has been made towards
interest on such loans. Had the interest been provided, loss for the year would have been
higher by Rs. 1267.80 Lakhs (Previous year Rs. 1152.55 Lakhs) (based on prevailing terms
and conditions of lending) with a corresponding accumulated increase in borrowings by Rs.
4945.85 Lakhs. Furthermore, such loan balances are subject to confirmation of balance from
the lenders. (refer note no. 26 b of the Financial Statement F.Y 2022-2023 )
Management Response:
The Company has availed short term loans which became due during the year. The Company
is facing liquidity constraints and is unable to pay its loans and interest thereon. The
Company has requested for waiver of interest and deferment of Loan repayment. Further, the
Company has given the option to the lenders for the conversion of such Loan into
preference shares. In this regard, the Board of Directors has approved the conversion of
loan into Preference shares and obtained the approval of the shareholders in the
Extra-ordinary General Meeting held on 07th Feb, 2023. The Company is in
discussion with the lenders for conversion of loan into Preference shares.
ii)Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay
Grover & Associates (Firm registration No P2001DE052900), Practicing Company
Secretaries, New Delhi, as the Secretarial Auditor of the Company to conduct the
Secretarial Audit of the Company for Financial Year 2022-23. The Report of Secretarial
Auditor (Form MR-3) for the Financial Year2022-23 is annexed to the report as Annexure
1.
The Secretarial Audit Report for the financial year ended March 31, 2023 does not
contain any observation or qualification requiring explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013
However the Board of Director in its Board Meeting held on 11th August, 2023
has re-appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900),
Practicing Company Secretaries, New Delhi, as the Secretarial Auditor of the Company to
conduct the Secretarial Audit of the Company for Financial Year 2023-24 . iii)
Internal Auditor
Pursuant to Section 138 of Companies Act, 2013, the Company had appointed M/s VGG &
Co. Chartered Accountants (Firm Registration No.: 031985N), as Internal Auditors of the
Company in its Board Meeting held on 10th August, 2022 for the Financial Year
2022-23. However the Board of Director in its Board Meeting held on 11th
August, 2023 has re-appointed M/s VGG & Co. ,Chartered Accountants (Firm Registration
No.: 031985N) as Internal Auditors of the Company for the Financial Year 2023-2024.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company, at present, does not fall in any of the criteria(s) as provided under
section 135 of the Companies Act, 2013 and Rules made there under. Hence the provisions of
Corporate Social Responsibility are not applicable on the Company.
20. LISTING OF SHARES
The Company's Equity Shares are presently listed at BSE Limited (Phiroze Jeejeebhoy
Towers, Dalal Street, Fort, Mumbai-400 001 Website: www.bseindia.com). The Annual
Listing Fees for the Financial Year 2022-23 has been paid to BSE Limited.
The Equity Shares of the Company has the electronic connectivity under ISIN
No.INE407E01029. To provide service to the Shareholders, the Company has appointed M/s.
MCS Share Transfer Agent Limited , F-65, 1ST Floor, Okhla Industrial Area, Phase-I, New
Delhi-110020 as Registrar and Transfer Agent of the Company for Electronic Connectivity
with NSDL and CDSL .The Company has made application to The Calcutta Stock Exchange Ltd.
(7, Lyons Range, Kolkata-700001) for delisting of its equity shares.
21. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the Management
Discussion and Analysis Report as stipulated under Regulation 34 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, which forms part of this Annual Report as Annexure-2
22. RISK MANAGEMENT POLICY
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 framework also defines the risk
management approach across the enterprise at various levels. Risk management is embedded
in our critical business activities, functions and processes. The risks are reviewed for
change in the nature and extent of the major risks identified since the last assessment.
It also provides control measures for risk and future action plans.
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.
23. DISCLOSURES
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 or Tribunals
which would impact the going concern status of the Company and its future operations.
24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH
ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors or Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made thereunder.
25. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT
During the year under review, the company has not filed any application with the
tribunal for revision of financial statements or board report in any of the three
preceding financial years.
26. STOCK OPTIONS SCHEME
The Company does not have any Scheme of Stock Option for its employees, Directors etc.
27. DISCLOSURE UNDER SECTION 43(A)(II) AND SECTION 54(1)(D) OF THE COMPANIES ACT,
2013
During the year under review, the Company has not issued any shares with differential
voting rights and sweat equity shares and hence, no information as required under Section
43(a)(ii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is
required to be disclosed.
28. COPY OF ANNUAL RETURN
As required pursuant to Section 92(3) and 134 (3) (a) of the Companies Act,2013, the
Annual Return of the Company for the F.Y 2022-23 is available on the website of the
Company at http://www.monnetgroup.com/extract-of-annual-returns-2023.php
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the Financial Year 2022-2023, There are no Loan, Guarantees or Investments
covered under the provisions of Section 186 of the Companies Act, 2013 .
(Please refer Note No. 4 to the Financial Statements of the Company for F.Y 2022-23 for
the investment as on 31.03.2023).
30. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, Key Managerial Personnel and their
remuneration as well as policy on other employee's remuneration. The Brief terms of policy
is stated on the website of the Company http://www.monnetgroup.com/MIL-code-policy.php
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct or ethics policy.
The Policy provides for adequate safeguards against victimization of employees who
avail such mechanism and also provide for direct access to the Chairman of the Audit
Committee. The same has also been displayed on the website of the Company and the link for
the same is http://www.monnetgroup.com/MIL-code-policy.php
32. COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013 read with
Companies (Accounts) Amendment Rules, 2018 which came into effect on 31st July, 2018.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender
Protection, Prevention of Sexual Harassment 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, apprenticeship) are covered under this policy. The following is a summary of
sexual harassment complaints received and disposed off during the year under review- ? No.
of complaints received: Nil ? No. of complaints disposed off :Nil ? Cases pending for more
than 90 days; Nil ? No. of workshops and awareness programmes conduced in the year; Nil ?
Nature of action by employer or District Officer, if any Nil
34. 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 5of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-3.
35. SECRETARIAL STANDARDS
During the period under review, the Company has complied with the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR.
There is no such proceeding pending against the Company under Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the Financial Year ended March 31st, 2023.
37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the Financial Year ended March 31st,
2023.
38. CORPORATE GOVERNANCE REPORT
Report on Corporate Governance Practices and the Auditors Certificate regarding
compliance of conditions of Corporate Governance and certification by CEO/Whole time
Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The Company is not engaged in any business during the year. Therefore, there is nothing
to be reported with respect to conservation of energy, technology absorption and foreign
exchange as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign
Exchange outgo during the year in terms of actual outflows: NIL
40. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)
The Board has adopted a Board Diversity Policy which sets the criterion for appointment
as well as continuance of Directors, at the time of re-appointment of director in the
Company. As per the policy, the Board has an optimum combination of members with
appropriate balance of skill, experience, background, gender and other qualities of
directors required by the directors for the effective functioning of the Board. The
Nomination and Remuneration Committee recommends remuneration of the Directors, subject to
overall limits set under the Act, as outlined in the Remuneration Policy.
41. CAUTIONARY NOTE
Certain Statements in the Board Report may be forward-looking and are stated as
required by applicable laws and regulations. Many factors may affect the actual results,
which would be different from what the Directors envisage in terms of the future
performance and outlook. Investors are cautioned that this discussion contains forward
looking Statement that involve risks and uncertainties including, but not limited to,
risks inherent in the Company's growth strategy, dependence on certain businesses,
dependence on availability of qualified and trained manpower and other factors discussed.
The discussion and analysis should be read in conjunction with the Company's Financial
Statements and notes on accounts.
42. ACKNOWLEDGEMENT
Your Directors take this opportunity to offer their sincere thanks to the various
Departments of the Central and State Government, Financial Institutions, Bankers to the
Company, all Customers, Suppliers and contractors for their continued valued assistance
and support. Your Directors also wish to place on record their appreciation for dedicated
services rendered by all officers, staff and workers of the Company at all levels.
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