The Members of Monotype India Limited
The Directors have pleasure in presenting the 42nd Annual Report of the Company together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2017.
FINANCIAL PERFORMANCE
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Particular
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Financial Year 2016-17
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Financial Year 2015-16
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Income
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4,814.36
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2,028.42
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Less: Expenses
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(4,728.73)
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(1,811.79)
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Profit/ (Loss) before tax
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85.64
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216.62
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Less: Current Tax
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(26.50)
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(73.44)
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Less: Deferred Tax
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4.04
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4.04
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Profit after Tax
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63.17
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139.14
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The income from operations increased to Rs,. 4,814.36 lacs from Rs, 2,028.42 lacs in previous year (increased by 137.35 %). Total expenditure of the Company increased from Rs, 1,811.79 lacs to Rs, 4,728.73 lacs (increased by 161 %). Profit Before Tax (PBT) stood at Rs, 85.64 lacs (decreased by 60.47 %) and Profit After Tax (PAT) stood at Rs, 63.17 lacs (increased by 54.60 %).
DIVIDEND
With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.
DEPOSITS
The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
STATE OF AFFAIRS OF THE COMPANY
The Company is driven by passionate promoters from the industry engaged in trading in shares, financial services and Investment activities with a view to strengthen its existing platforms and building new ones. The Company continues to focus and grow by nurturing in our business of trading in shares and other financial services.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Company has made application to Metropolitan Stock Exchange of India (MSEI) for secondary listing of 70,31,21,889 equity shares.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, your Company did not have any subsidiary, associate and joint venture company.
CHANGES IN SHARE CAPITAL
During the year under review, there were no changes in the issued, subscribed and paid-up share capital of the Company.
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year under review were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. Therefore there does exist any details to be mentioned in Form No. AOC-2 which is annexed as Annexure-I and forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not made any loans, guarantees and investments covered under section 186 of the Act. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure-II which forms part of this Report.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
i. Appointment:
Mrs. Preeti Jayesh Doshi was appointed as Additional Directors of the Company on 24th March, 2017 who shall hold office upto the date of ensuing Annual General Meeting.
ii. Resignation:
Mrs. Sudarshana Mitra resigned as Director of the Company with effect from 15th May, 2017 due to preoccupation. The Board placed on record its deep appreciation for her valuable contribution on the Board during her tenure as Director of the Company.
iii. Retirement by rotation:
In accordance with the provisions of Section 152(8) of the Companies Act, 2013, Mr. Naresh Manakchand Jain (DIN: 00291963), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for his re-appointment. Your Directors recommend his re-appointment.
iv. Declarations by Independent Directors:
The Company has received declarations form all the Independent Directors pursuant to Section 149 (6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.
v. Number of meeting of Board of Directors:
During the financial year 2016-17, the Board of Directors met for 8 (eight) times on 30/05/2016, 13/08/2016, 01/09/2016, 07/11/2016, 14/11/2016, 01/12/2016, 09/02/2017 and 24/03/2017. The intervening gap between any two meetings was within the timeframe prescribed under the Companies Act, 2013. The details pertaining to attendance of Directors at Board Meeting are given in Corporate Governance Report which forms part of this report.
vi. Meeting of Independent Directors:
The Independent Directors of the Company at their meeting held on 09th February, 2017, reviewed the performance of non-independent Directors and the Board as a whole including the Chairman of the meetings by taking into consideration views expressed by the Executive Directors and Non-Executive Directors at various levels pertaining to quality, quantity and timeliness of flow of information between the Company, management and the Board.
COMMITTEES OF THE BOARD
Currently, the Board has 3(three) Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee.
The details of the aforesaid committees are given in the Corporate Governance Report which forms part of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the financial year ended 31st March, 2017, the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2017 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken 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 of the Company have been prepared on a going concern basis;
e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report.
ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD
The Board has adopted a mechanism for evaluating its own performance and that of its Committees, including the Chairman of the Board. This exercise was carried out by feedback survey from each directors on parameters such as attendance, contribution at the meeting, Board functioning, composition of Board and its Committees, experience, competencies and governance issues.
STATUTORY AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Motilal & Associates, Chartered Accountants (Firm Registration No. 106584W), the Statutory Auditors of the Company have been appointed for a term of 5 (five) consecutive years i.e. upto the conclusion of the AGM to be held in the calendar year 2021 (subject to ratification by the members at every Annual General Meeting). The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.
The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2017 are self-explanatory and therefore, do not call for any further explanation or comments from the Board.
SECRETARIAL AUDITORS AND HIS REPORT
As per the provisions of Section 204 of the Companies Act, 2013 the Board of Directors of the Company appointed M/s. Manoj Shaw & Associates, Practicing Company Secretaries (Membership No. 5517, C.P. No. 4194) to conduct the Secretarial Audit of the Company for the financial year 2016-17. There are no qualifications, reservation or adverse remark or disclaimer in Secretarial Audit Report i.e. Form MR-3 for the financial year 2016 - 2017. The said report is annexed as Annexure-III and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure-IV annexed hereto and forms part of this Report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has adopted mechanism to identify, assess, monitor and mitigate various risks attached to the business of the Company. Major risks identified pertaining to business and functions of the Company are systematically addressed by taking suitable actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy/Vigil Mechanism for the employee to report genuine concerns/ grievances. The Policy is uploaded on the Company's website at the link: http://www.monotypeindia.in/policies.html. The Policy provides for adequate safeguards against the victimization of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
PARTICULARS OF EMPLOYEES
Considering the provisions of Section 197(12) of the Companies Act, 2013 read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.
ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
The Company pursuant to the order of Regional Director dated 06th October, 2016 and through approval of shareholders by passing special resolution shifted its Registered Office from the state of West Bengal to the state of Maharashtra.
CORPORATE GOVERNANCE
Your Company has successfully implemented the mandatory provisions of Corporate Governance as stipulated in SEBI (Listing Obligations and disclosure requirements) Regulations, 2015. A Report on
Corporate Governance along with a certificate from M/s. Motilal & Associates, Chartered Accountants confirming the compliance of conditions of Corporate Governance which forms part of this Annual Report.
REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
Your Company is committed to provide a safe, healthy and congenial atmosphere irrespective of cast, creed or social class of the employee.
Your Company affirms that during the year there were no complaints reported under the Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to convey thanks to bankers, customers, shareholders, suppliers, business partners/associates, financial institutions and Central and State Governments and other agencies for extending their consistent support, co-operation and encouragement to the Company.
FOR MONOTYPE INDIA LIMITED
Sd/- Sd/-
Naresh Manakchand Jain Harsh Jain
Whole Time Director Director
DIN:00291963 DIN:02457584
Date: 19/07/2017
Place: Mumbai
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