DIRECTORS' REPORT To the members. Your directors take pleasure in presenting the 28th Annual Report together wrth Audited Statement of Accounts of your Company for the year ended 31st March 2015. DIVIDEND To conserve the resources the Directors have not recommended any dividend for the year ended 31.03.2015. PERFORMANCE REVIEW During the year under review, revenue account shows profit of Rs. 2.41 lakhs as against the loss of 7 4.52 lakhs in the last financial year However the directors are confident and hopeful to earn more revenue in current year CHANGE IN THE NATURE OF BUSINESS, IF ANY There is no change in the nature of the business during the year. RBI PRUDENTIAL NORMS Your Company continues to comply with all the guidelines issued by Reserve Bank of India, to the extent as applicable to the Company BUSINESS PROSPECTS As the demand for financial services is a derived demand, developments in economic conditions exert a significant influence on the business of financial sector. Your Company strives to continually understand the implication to its business of the various changes, as also the impact of altered economic policies and international developments. MANAGEMENT'S DISCUSSION AND ANALSYS The report on Management Discussion and Analysis as required under 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 Your company has not invited or accepted any deposits either from the public or from the shareholders of the Company, during the period under reviews and as such no amount of principal or interest was outstanding on the date of the Balance Sheet. TRANSFER OF RESERVES Your Company has not transferred any sum to the General reserves. SHARE CAPITAL Paid up Share Capital of Company is 3054800 equity shares of Rs 10/- each. There Is no change in the authorized, issued, subscribed and paid up share capital of the Company during the period under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The particulars of loans, guarantees or investments of Companies Act. 2013 is not applicable. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR Mr. Shyam Kumar Sharma DIN: (00097065). director of your company, retires by rotation and being eligible offers himself for reappointment. Ms. Soumya Aggarwal (06979661) was appointed as an additional director of the Company on 1st October, 2014. Ms. Preeti Srivastava (07035595) was appointed as an additional director of the Company on 8th December 2014, 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. Mr Shameem Alam (07139831) was appointed as an additional director of the Company on 28th March 2015. The Company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Shameem Alam for the office of director in terms of Section 160 and other applicable provisions of the Companies Act, 2013. He is being appointed as director shall not liable to retire by rotation. Mr. Shameem Alam is lo be appointed as an Independent director for a term of 5 consecutive years Mrs. Jyoti Mehta (06859880) has resigned on 1st October, 2014 from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company. Ms Soumya Aggarwal (06979661) has resigned on 8th December 2014 from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company. Mr. Sanjeev Jain (00450911) has resigned on 28* March 2015 from the Board of Directors. The Board expresses deep gratitude and appreciation for the co-operation and contribution extended by him during his tenure as director of the Company. Meetings A Calendar of Meetings is prepared and circulated in advance to the Directors. During the year total 8_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, Mr Shameem Alam (DIN: 07139831) & Mrs. Preeti Srivastava (DIN: 07035595) 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 www mongipa.com 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 basts. 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.monoipa com and the same is attached herewith as Annexure-C. 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 Ihe certificate from the Company's Auditors confirming compliance is annexed with this report. 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 F.Y. 2015-16 to authorized the Board of Directors to fix their remuneration b) Internal Auditor*: 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 Secretaries (Membership Number-FCS6156 & 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 Annuxure D and forming part of this report. AUDITORS REPORT The company has only few employees and the provision for gratuity has been made on the estimated basis but not on actuarial basis as required byAS-15 on employee benefits The observations of the Auditors and the relevant notes on the accounts are self-explanatory & therefore do not call for any further comments CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/OUTFLOW Additional information on conservation of energy, technology absorption as required under Sed34(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 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. MANAGERIAL REMUNERATION The details of employees/managenal 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. 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 Ihe non executive independent director vis-a-vis the company for the period ending 31.03.2015. BOARD'S EVALUATION Pursuant to the provisions of 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 contnbution 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. 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. 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 the Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future. 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 Women 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. 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 personnal) rule 2014. There is no employee under this category. 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 year ended March 31. 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 judgements 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 2014-15 and the statement of profit & loss of the company for that period 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 the 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. Transfer of Amounts to Investor Education and Protection Fund. Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and protection Fund (IEPF) LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the financial year 2015-2016 lo Bombay Stock Exchange where the Company's Shares are listed. ACKNOWLEDGEMENT Your directors would like to express their appreciation and gratitude to the company's Business Associates, Bankers, valued clients. Association of Leasing & Finance companies, Government agencies as well as shareholders. Your directors also take the opportunity to place on record, their deep sense of appreciation of the devoted and dedicated services provided by the employees at all levels, and also their contribution towards company's continuing success. For & On behalf of the Board Sanjay Jain Chairman Place: New Delhi Date: 30th May 2015 |