DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting their Thirty First Annual Report together with the Audited Accounts for the year ended March 31, 2015. REVIEW OF BUSINESS OPERATIONS: The company has successfully produced socket charger and have started marketing the same. The Socket charger is available for retail customers on online stores like amazon and flipcart. For larger businesses such as hotels, hospitals and housing & commercial building the company is adopting a direct marketing approach. Other accessories like chargers and power bank would be introduced in the market in the third quarter. The Company filed civil and criminal cases against Kingtech Electronics (India) Pvt Ltd for money recovery. Madras High Court on 23rd July 2013 allowed the application No.3060/2012 made by MCL against Kingtech Electronics (India) Pvt Ltd and order restrains Ganishee HSBC Bank Ltd from making payment to Kingtech Electronics (India) Pvt Ltd to be extent of suit claim amounting to Rs.51,38,776/. The Company has also made a claim of Rs. 2,28,22,324/- towards damage. FUTURE PROSPECTS VG Munoth will fill a long felt requirement of a single brand having all mobile phone accessories in India. VG Munoth will cater to the needs of consumers for good quality Chargers- Socket, Car and Travel Power bank; Pen drive, Screen guard, cases etc. The whole range of products will be available in the current year of operations. The company will also focus on gifting segment to sell mobile phone accessories. DIVIDEND: The Board of Directors has decided not to recommend any dividend. 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. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHCIH HAS OCCURRED BETWEEN 31ST MARCH 2015 ( THE END OF THE FINANCIAL YEAR and 22nd MAY 2015 (THE DATE OF REPORT) There were no material changes and commitments affecting the financial position of the company between 31st March 2015 ( the end of the financial year) and 22nd May 2015 (the date of the report). CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO. The Company has no activities relating to conservation of energy, technology absorption during the financial year 2014-15. The Company has no foreign exchange earnings during the financial year STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Risk Management Committee of the Company continuously monitors business and operations risk through an efficient risk management system. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable for the financial year 2014-15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company has not provided working capital loan, Guarantee or provided security. The details of investments made by the company are given in the notes to the financial statements. COMPANY'S POLICY RELATING TO DIRECTORSAPPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARE OF THEIR DUTIES. The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as Annexure 1 and is attached to this report. EVALUATION The aspects covered in the evaluation included the contribution made by the Directors to the corporate governance practices, long term strategic planning, fulfillment of Director's obligations and fiduciary responsibilities and active participation at the Board and Committee meetings. The effectiveness of Board / Committee processes were assessed based on the Directors' inputs received during the meetings of the Board and one to one meeting by the Chairman with the Directors. EXTRACT OF ANNUAL RETURN The Extract of Annual return as on March 31, 2015 as provided under Sub-section (3) of section 92 in Form No. MGT - 9 is being annexed as Annexure 2 to the report MANAGEMENT DISCUSSION ANDANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presented in separate section forming part of the Annual Report as Annexure 3 DIRECTOR'S RESPONSIBILITY STATEMENT: As requred in Clause (c) of Sub- Section (3) of Section 134 of the Companies Act, 2013, your Director confirms and state that- a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures. b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 the close of the financial year ended 31st March 2015 and of the Profit/Loss of the company for the year ended 31st March 2015. c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Directors have prepared the annual accounts on a going concern basis. e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) 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. DEPOSITS The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet. DIRECTORS: Mr. Bharat Munoth, Mr. Vikas Munoth retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment. Ms. Lakshika Mehta has been appointed as an Additional Director of the Company with effect from May 22, 2015. she is proposed to be appointed as Independent Director at the ensuing Annual General Meeting for a term of 5 consecutive years from the date of the ensuing Annual General Meeting as required under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The profiles of Mr. Bharat Munoth, Mr. Vikas Munoth and Ms. Lakshika Mehta are given separately in the Corporate Governance Report. DECLARATION OF INDEPENDENT DIRECTORS: The independent Directors have confirmed and declared that they are not disqualified to act as an independent Director in compliance with the provisions of Section 149 of the Companies Act., 2013. ADEQUACY OF INTERNAL CONTROL, FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS: The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed. STATUTORYAUDITORS: M/s Kumbhat & Company, Chartered Accountants ,who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM and are eligible for re-appointment. Members of the Company at the AGM held on 19th September , 2014 had approved the appointment of Kumbhat & Company as the Statutory Auditors for a period of three financial years i.e., up to 31 March, 2017. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM. Accordingly, requisite resolution forms part of the notice convening the AGM. SECRETARIALAUDIT REPORT: A Secretarial Audit was conducted during the year by the secretarial Auditor, Mr. V. Chandramowli, Practicing Company Secretary in accordance with provisions of section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as Annexure 4 and forms a part of the report of the Directors. COST AUDIT: Cost Audit is not applicable to the Company for the financial year 2014-15. EXPLANATION / COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS. During the financial year under review, the company had a Company Secretary who was qualified and he resigned on March 31, 2015. The Company has already taken steps to appoint a qualified Company Secretary having membership. SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES: The Company does not have any Subsidiary or Joint venture Company. The Company had three associate Companies , Munoth NEG Wind Farm Pvt Limited, Munoth Financial Services Limited and CFORE Telecom Limited Munoth NEG Wind Farm Pvt Limited ceased to be Associate during the year. As per exception provided under Rule 6 of the Companies (Accounts) Rules, 2014 (Notification G.S.R. 723(E) dated 14.10.2014). a company having no subsidiaries but having only associate company(ies) and/or joint venture(s) is exempted from consolidation of financial statement in respect of associate company(ies) and/or joint venture(s) for the financial year commencing on or after 01.04.2014 and ending before 31.03.2015. The disclosure in Form No. AOC 1 is enclosed as Annexure 5 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: In line with the requirements of the Companies act, 2013 and equity listing agreement, the Company has formulated a policy on Related Party transactions which is also available on Company's website at www.munothcommunication.com The policy intends to ensure that proper reporting, approval and disclosure procedures are in place for all transactions between the Company and Related Parties. All Related Party transactions are placed before the Audit Committee for review and approval, Prior omnibus approval is obtained for Related Party transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm's Length. There is no materially significant related party transactions which exceeds 10% of the consolidated turnover of the Company. The nil disclosure in Form No . AOC.2 is enclosed as Annexure 6 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE: There are no persons employed in the Company during the year or for part of the year who were in receipt of remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with in terms of provisions of Section 197(12) of the Companies Act, 2013. 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 provided in the Annual Report as Annexure 7 In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, which is available for inspection by the members at the registered office of the company during business hours on working days of the company. If any member is interested in inspecting the same, such member may write to the Company in advance and the same will be furnished. The full annual report is also available on the Company's website. VIGIL MECHANISM: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising Senior Executives of the Company. The policy on vigil mechanism and whistle blower policy may be accessed on the company's website www. munothcommunication.com CORPORATE GOVERNANCE: A report on Corporate Governance along with the Auditor's Certificate regarding compliance of the conditions of Corporate Governance and also a Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto. The Auditor's have certified the Company's Compliance of the requirements of Corporate Governance in terms of the Listing Agreement and the same is enclosed to the Corporate Governance Report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: The Company has conducted 5 Board meetings during the financial year under review. The details regarding the Board Meetings, Audit Committee Meetings, Nomination and Remuneration Committee meeting etc., are given separately in the Corporate Governance Report AUDIT COMMITTEE: The Audit Committee comprises of Independent Directors namely Mr. Mr. Manish Mardia, (Chairman), Mr. M Jayantilal Jain and Mrs. Ranjani Padmanabhan as Members. All the recommendations made by the Audit Committee were accepted by the Board STOCK EXCHANGES The Company's shares are listed on The Stock Exchange, Mumbai. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board of Directors and the designated employees have confirmed compliance with the code. GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review. 1. Issue of equity shares with differential rights as to dividend, voting or otherwise 2. Issue of shares ( including sweat equity shares) to employees of the company and ESOS under any scheme 3. The company does not have any subsidiaries and hence the disclosure stating that the Managing Director / whole Time Director of the Company not receiving any remuneration or commission for subsidiary is not applicable. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 5. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS: Your Directors would like to express their gratitude to the Shareholders, vendors, bankers and customers for their support and co-operation. They wish to thank all the employees of the Company for their sincere and dedicated services. For and on behalf of the Board of Directors LALCHAND MUNOTH CHAIRMAN Place : Chennai date : May 22, 2015 |