DIRECTORS' REPORT To the Members, Your directors take pleasure in presenting the 21st Annual Report together with Audited Statement of Accounts of your Company for the year ended 31st March 2015, DIVIDEND Since with a view to conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2015. OPERATIONS & FUTURE PROSPECTS The performance of your company for the year under review is satisfactory seeing the current market conditions. During the year 2014-15 the stock market witnessed sharp ups & heavy corrections & despite the instability of the courses your company has been able to continue its profitability during the year. The changes in the volume of turnover & profitability may be attributable to the changing volumes & movements of indices. MANAGEMENT'S DISCUSSION AND ANALSYS The report on Management Discussion and Analysis as required under 5 the Listing Agreement is enclosed to this report. Certain statements in that section may be forward-looking Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Report is annexed herewith as Annexure-A PUBLIC DEPOSITS In terms of the provisions of Companies Act. 2013 of the Act read with companies (Acceptance of deposit rules), 2014, your company has not accepted any deposits from public and as such no amount of principal or Interest was outstanding on the date of the Balance Sheet. LISTING OF SHARES The Company has received confirmation for direct listing of equity shares of the company at Bombay Stock Exchange Limited effective from Wednesday July 8, 2015, it is also confirmed that it has paid the annual listing fees for the year 2015-16 as Bombay Stock Exchange. It Is to be noted that the shares of company are also listed on Delhi Stock Exchange (DSE), Jaipur Stock Exchange Ltd.(JSE) and Ahemdabad Stock Exchange Ltd (ASE). DSE and JSE have been deregistered by SEBI. TRANSFER OF RESERVES Your Company has not transferred any sum to the General reserves. SHARE CAPITAL Paid up Share Capital of Company is 5010200 equity shares of Rs. 10/- each. There is no change in the authorizes issued, subscribed and paid up share capital of the Company during the period under review. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS WHO ARE APPOINTED DURING THE YEAR. BOARD OF DIRECTORS Mrs. Pooja Jain (DIN: 00097037), Director of your company, retires by rotation and being eligible offers herself for reappointment. Ms. Preeti Srivastava (DIN: 07035595) was appointed as an additional director of the Company on 28" March 2015, the Company has received a notice in writing from a member signifying her intention to propose the candidature of Ms. Preeti Srivastava for the office of director in terms of Section 160 and other applicable provisions of the Companies Act,2013. She is being appointed as director shall not liable to retire by rotation. Ms Preeti Srivastava is to be appointed as an Independent director for a term of 5 consecutive years i.e.upto 27" March 2020 She is not holding any shares in the company. Mrs. Pooja Jain (DIN: 00097037) is the spouse of Mr Sanjay Jain (DIN: 00096938). Who is the Full time Director of the Company None of other directors are related to any other director on the Board DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (3)(c) of the Companies. Act, 2013, the Directors hereby confirm: i) That in preparation of annual accounts for the financial year ended March 31st, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures: ii) That they have selected such accounting policies described in the notes to accounts which have been applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true & fair view of the state of affairs of the company at the end of financial year 2014-2015 and statement of the Profit & Loss of the company for the period under report. iii) That they have taken proper and sufficient care 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) We have prepared the annual accounts on a going concern basis. v) The directors, had 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 ail applicable laws and that such systems were adequate and operating effectively. Meetings A calendar of meetings is prepared and circulated in advance to the Directors. During the year 12 Board Meetings and 4 Audit Committee 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. DECLARATION BY INDEPENDENT DIRECTORS The Independent Directors namely, Ms. Preeti Srivastava (DIN 07035595) and Mr. Ajay Prakash Narain (DIN: 02655527) have given there declarations that they meet the criteria requirements under section 149(6) of the Companies Act.2013 DETAILS OF POLICIES I. Nomination and Remuneration Policy The Board has. on the recommendation of the nomination S Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration The Company's Remuneration Policy is available on the Company's website wwwmoongipa.net and the same is attached herewith as Annexure-B II. Risk Management Policy Business Risk evaluation and Management is an ongoing process within the Organization Pursuant to Section 134(3)(n) of the Companies Act. 2013, the Board has framed a Risk Management Policy for 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 business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the Company. III. Whistle Blower Policy - Vigil Mechanism Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanism for employees and directors of the Company to approach the Chairman of the Audit Committee to ensure adequate safeguards against victimization. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization. The detail of establishment of the Vigil Mechanism Policy is available on the Company's website www moongipa.net and the same is attached herewith as Annexure-C IV. CORPORATE GOVERNANCE Your Company's philosophy on Corporate Governance envisages the highest level of transparency, accountability and equity in all facets of its operations as well as in all interactions with its stakeholders including shareholders, Lenders and regulatory Authorities. Your Company has also implemented several best corporate governance, code of conduct and ethics. As per clause 49 of the listing agreement with the Stock Exchanges, a separate section of Corporate Governance report together with the certificate from the Company's Auditors confirming compliance is annexed with this report. V. AUDITORS a) Statutory Auditors: In compliance with the Companies (Audit & Auditors) Rules, 2014 M/s Saxena & Saxena, Chartered Accountants (Firm Registration Number-006103N). the Statutory Auditors of the company pursuant to the requirement of Section 139 of the Companies Act, 2013 the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting Members are requested to ratify their appointment for the FY 2015-16 to authorized the Board of Directors to fix their remuneration b) Internal Auditors: The Company has appointed M/s R. Mahajan & Associates (Firm Registration Number-0011348N) Chartered Accountants as its Internal Auditors to carry out the Internal Audit of various operational areas of the Company. c) Secretarial Auditors: As per provisions of section 204 of the Companies Act, 2013 and rules made thereunder, The Company has appointed M's S Aggarwal & Associates. Practicing Company Secretanes (Membership Number-FCS6158 & CP No -8989) as Secretarial Auditors of the Company The Secretarial audit report received in form MR-3 from the Secretarial Auditors is annexed to this report marked as Annexure D and forming part of this report. VI. AUDITORS REPORT The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial valuation as required by AS-15 on employee benefits. The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not csil for any further comments. VII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW Additional information on conservation of energy, technology absorption as required under Sec. 134(3)(m) of the Companies Act. 2013 is not applicable, as the company is a Non-Manufacturing Company. During the year under review there has been no foreign exchange Income/Out flow. VIII. RELATED PARTY TRANSACTIONS Details of related party transaction during the financial year ending 31-03-2015, being at arm's length have been reported in the financial statements and forming part of this report. IX. MANAGERIAL REMUNERATION The details of employees/managerial persons remuneration as required to be given U/s 197 of the Companies Act, 2013 read along with Rule 5(2) of the Companies (Appointment and remuneration of Managerial personnel). Rule 2014 as applicable is attached herewith as Annexure-E. X. DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENT DIRECTOR VIS-A-VIS THE COMPANY. There is no pecuniary relationships or transactions of the non executive independent director vis-a-vis the company for the period ending 31.03.2015. XI. BOARD'S EVALUATION Pursuant to the provisions of Section 134 (3) (c) the Companies Act,2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees While independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance XII. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly The Internal Audit/Control is exercised through an external auditor namely, M/s Saxena & Saxena Chartered Accountants, New Delhi. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal audit /control system XIII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future XIV. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure - F DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Vvbmen at the Workplace (Prevention, prohibition & Redressal) Act 2013. 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 Company has not received any complaint on sexual harassment during the financial period ended 31.03.2015 XV. PARTICULARS OF EMPLOYEES Disclosures pertaining to remuneration & other details as required U/S 197 read with relevant rule of the Companies (appointment & remuneration of managerial personnel) rule 2014. There is no employee under this category. ACKNOWLEDGEMENT Your directors wish to convey their appreciation to all employees for their individual and collective contribution towards satisfactory performance of the company. Their dedication & contribution has been Instrumental in the success of the company in achieving the organizational goals The Directors would also like to thank the Shareholders. Bankers. Stock Exchanges, Valued Clients, and Government Agencies for their co-operation & confidence reposed in the management. For & On behalf of the Board Sanjay Jain Chairman Place: New Delhi Date. 30th May 2015 |