DIRECTORS' REPORT
To the Members,
Your Directors have the pleasure in presenting the 29th Annual Report together
with the Audited Financial Statements of the Company for the financial year ended March
31, 2022.
1. FINANCIAL RESULTS
The summarized financial results for the year ended March 31, 2022 and for previous
year ended March 31, 2021 are as follows:
|
|
(INR in Lakhs) |
Particulars |
For the year ended 31 March 2022 |
For the year ended 31 March 2021 |
Net Sales |
28,886 |
28,729 |
Other Income |
5,475 |
2,712 |
Total Income |
34,361 |
31,441 |
Changes in Inventories of Stock-in-Trade |
(1,451) |
4,073 |
Purchase of Stock-in-Trade |
19,372 |
13,289 |
Employee benefits |
4,886 |
5,431 |
Other Expenses |
4,460 |
3,843 |
Profit/(Loss) before interest, depreciation and exceptional items |
7,094 |
4,805 |
Finance Cost |
206 |
586 |
Depreciation and amortization |
631 |
984 |
Profit/(Loss) before exceptional items and tax |
6,257 |
3,235 |
Exceptional Items |
- |
- |
Profit/(Loss) before tax after exceptional items |
6,257 |
3,235 |
Tax Expense |
- |
- |
Profit/(Loss) after tax |
6,257 |
3,235 |
I. Items that will not be reclassified to profit or loss --Fair value changes on
investments |
13,484 |
12,286 |
Re-measurements of defined benefit liability/(asset) |
(21) |
12 |
Other comprehensive income/(loss) for the year, net of tax |
13,463 |
12,298 |
Profit/(Loss) Balance B/F from Previous year |
4,094 |
858 |
Profit/(Loss) carried forward to Balance Sheet |
10,351 |
4,094 |
2. RESULTS OF OPERATIONS AND THE STATE OF AFFAIRS
During the year under review, the total revenue from operations was INR 28,886 Lakhs as
compared to the last year's revenue of INR 28,729 Lakhs. The Profit After Tax of your
Company was INR 6,257 Lakhs as compared to the last year's Profit After Tax of INR 3,235
Lakhs which is 93.42% higher from last financial year.
3. DIVIDEND
The Board of Directors of the Company has not recommended any Dividend for the
Financial Year ended March 31, 2022.
4. TRANSFER TO RESERVES
INR 6,350 has been transferred to Reserves during the financial year 2021-22.
5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Under Section 186 of the Companies Act, 2013, the Company has neither given any Loan,
Guarantee nor provided any Security in connection with a Loan directly or indirectly to
any Person or other Body Corporate.
With regard to Investments having been made by the Company, the Directors states the
Company intends to pursue a Policy of Investing surplus Reserves of the Company in
Equities and accordingly the Company has invested its accumulated surplus Reserves in
Equities. The Company intends to follow this Policy in the foreseeable future as well.
For details of investments made by the Company, kindly refer Note No. 6 of the
Financial Statement.
6. DEPOSITS
During the period under review, the Company has not accepted or renewed any Public
Deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and
Rules made thereunder.
7. SUBSIDIARY AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Company. However, I.D.C. Electronics Limited
is an Associate Company of Minosha India Limited. As per the requirement of Rule 5 of the
Companies (Accounts) Rules, 2014, Form AOC-1 (Statement containing salient features of
Financial Statement of an Associate Company) is annexed and forms part of the Directors'
Report as Annexure D'.
During the year, no Company has become or ceased to be Company's Subsidiary, Joint
Venture or Associate Company.
INFORMATION OF ASSOCIATE COMPANY:
IDC ELECTRONICS LIMITED
The investment in I.D.C. Electronics Limited (IDC) is valued at INR 1 only. IDC has not
traded for many years.
8. SECRETARIAL STANDARDS
The Company has duly complied with the applicable Secretarial Standards, i.e.,
Secretarial Standard-1 and Secretarial Standard -2, relating to Meetings of the
Board of Directors' and General Meetings' respectively.
9. HUMAN RESOURCE
Our People Agenda for last year focused on 3 major aspects as below:
a. Employee Wellbeing -The year started with the second and the most dangerous wave of
Covid-19. Amidst that, our entire focus has been to provide support to our workforce to
deal with this pandemic. At Minosha, the wellness & safety of our employees has always
been our top priority and under our comprehensive wellness program, we cover GMC, GPA
& GTL policies. In addition, we brought the Covid Care Policy in place to protect the
employees & families strained by the pandemic which covers the Covid leaves, war room
support for hospitalization/oxygen, Mediclaim, interest-free loans/advances, financial aid
for vaccination and home quarantine treatment. INR 50 lakh was disbursed as interest-free
Loans/advances and INR 13.70 lakh has been spent on Covid aid (including
third-party/Offroll staff). It was sad to lose some of our colleagues to Covid as void of
a loved one can never be filled. We are continuing our commitment to support their
families by paying 50% salaries for two years.
b. Building Organization Capability- The Company has always been committed to develop,
strengthen and maintain a highly competitive and performance-driven workforce for
achieving the overall goals of the organization. To achieve this end the Company
undertakes several initiatives to nurture, generate and strengthen the competencies of
human capital to contribute for continuance of sustainable and growth path of the Company.
The Company continues with its various HR initiatives such as job planning, job rotation,
job enrichment, various in-house and external training facilities for employees with high
potential. In FY 21-22, we redefined Organization Structure by identifying & elevating
internal talent for critical roles through our robust Manpower Planning efforts. We
identified Talents through multiple channels of talent acquisitions and matched them with
the requirement of various functions. We also initiated Campus Drive to build our talent
pool especially in the Sales function. We completed competency mapping for leadership team
& initiated 360-degree assessment. We introduced psychometric assessment tools to
upgrade the recruitment process for senior roles. And revamped the Induction Program
"Prarambh" to handhold the new joiners. We regularly conducted sales training
for pan-India sales team covering the selling skills in the changing environment &
hybrid mode.
c. Enhancing Employee Engagement- We ensured regular communication & higher
leadership connect with the staff through Townhalls with MD and HR Connect with Head HR.
We regularly update the employees about company initiatives by rolling out frequent &
timely communication. We introduced a Balance scorecard-based Goal Setting approach for
building a performance-driven culture, which resulted in higher accountability. We
completed the Annual Performance Appraisal process & announced increments well on
time, recognized & appreciated employees at various forums for the staff's motivation.
Also, we conducted various fun activities /creative contests like Think & Win, Wish
Tree, Ganesha Idol painting, Toothbrush Painting, Holi Selfie, No Flame Cooking Contest,
Thanksgivings etc. to keep the spirits high.
10. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of the business of the Company during Financial
Year 2021-22.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2022 AND AS ON DATE
No Material changes and commitments have occurred between the end of financial year
2021-22 and the date of this Report which could affect the financial position of the
Company.
12. CORPORATE SOCIAL RESPONSIBILITY
The Company has framed a Corporate Social Responsibility (CSR) Policy in compliance
with Section 135 of the Companies Act, 2013. The CSR Policy of the Company is available on
the Website of the Company www.minosha.in and can be accessed at
https://www.minosha.in/investors/ minosha-investors/policies/
During the year, the Company was not required to spend any money on CSR activities as
per Section 135 of Companies Act, 2013 and rules framed thereunder.
The Annual Report on CSR activities is annexed herewith and marked as Annexure E'
to the Directors Report.
13. INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FORE IGN EXCHANGE
EARNINGS AND OUTGO
Information on Conservation of Energy, Technology Absprption and Foreign Exchange
earnings and outgo required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C' of
the Directors' Report.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, the
Board of Directors affirms:
a. That in the preparation of the Annual Accounts, the applicable Accounting Standards
had been followed along with the proper explanation relating to material departures
b. The Directors had selected such Accounting Policies and applied them 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 the end of the financial year and of
the profit and loss to the Company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis; and
e. 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.
15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company is led by a Non-Executive Director/ Chairman and
comprises of five other Directors as on March 31, 2022 including one Managing Director,
One Whole Time Director, Two Independent Directors and One Woman Non- Executive Director.
None of the Directors of your Company is disqualified as per provisions of Section
164(2) of the Companies Act, 2013 as amended from time to time. During the year,
Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company.
In accordance with the provisions of the Act, M. Aniket Dheramshi (DIN: 08133266),
Director of this Company, retires by rotation at the ensuing Annual General Meeting and
being eligible has offered himself for re-appointment.
During; the year under review, based on tine recommendation of the Nomination and
Remuneration Committee, the Board appointed Ms. Mamta Surkali (Membership No. A40303) as
Company Secretary of the Company with effect from February 16, 2022, in place of Mr.
Manish Sehgal, who has resigned from the post of Company Secretary of the Company with
effect from November 12, 2021. The Board placed its appreciation for the services rendered
by Mr. Manish Sehgal during his tenure as the Company Secretary of the Company.
16. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other within the meaning of the term
"Relative" as per Section 2(77) of the Companies Act, 2013.
17. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the Financial Year ended March 31, 2022, Seven (7) Meetings of the Board of
Directors of the Company were held on following dates:
i. April 13, 2021;
ii. May 28, 2021;
iii. June 26, 2021;
iv. October 07, 2021;
v. November 12, 2021;
vi. December 20, 2021; and
vii. March 24, 2022
The intervening gap between these Meetings was within the period prescribed under the
Companies Act, 2013.
Details of Attendance of the Directors at the Board Meetings during the Financial year
ended March 31, 2022 and also the number of other Directorships and Committee
Memberships/Chairmanships in other Public Companies of the Directors of the Company is as
follows:
Details of Attendance at Board Meetings and Annual General Meeting:
Name of the Director(s) |
Category |
Attendance Particulars |
No. of Directorship and Committee Membership/
Chairmanship in other Companies |
|
|
No. of Board Meetings |
Whether attended Last AGM |
Other Directorship |
Committee Membership |
Committee Chairmanship |
|
|
Held |
Attended |
|
|
|
|
Mr. Atul Thakker |
Managing Director |
7 |
7 |
Yes |
Nil |
Nil |
Nil |
Mr. Aniket Dharamshi |
Whole Time Director |
7 |
7 |
Yes |
1 |
Nil |
Nil |
Mr. Kalpraj Dharamshi |
Non-Executive Director/ Chairman |
7 |
7 |
Yes |
1 |
Nil |
Nil |
Ms. Arti Sanganeria |
Non-Executive Director |
7 |
6 |
Yes |
Nil |
Nil |
Nil |
Mr. Deepak Gala |
Independent Director |
7 |
6 |
Yes |
Nil |
Nil |
Nil |
Mr. Rajesh Dharamshi |
Independent Director |
7 |
6 |
Yes |
1 |
Nil |
Nil |
The last Annual General Meeting of the Company was held on November 11, 2021.
18. PERFORMANCE EVALUATION
In accordance with the manner of evaluation specified by the Nomination and
Remuneration Committee, the Board carried out an annual performance evaluation of its own
performance, its Committees and Individual Directors.
The Independent Directors carried out annual performance evaluation of the Chairperson,
the non-independent directors and the Board as a whole.
19. INDEPENDENT DIRECTORS' DECLARATION
The Board of Directors has received declarations from all the Independent Directors of
the Company pursuant to the provisions of Section 149(7) of the Companies Act, 2013,
stating that they meet the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees for the purpose of attending Board
Meetings and Audit Committee Meetings.
20. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on March 24, 2022 without the
presence of non-independent directors. The said meeting was conducted to enable the
Independent Directors to discuss matters pertaining to the Company's affairs and put forth
their views as well as matters prescribed under Schedule IV to the Companies Act, 2013.
21. COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS (A) COMPOSITION OF THE
AUDIT COMMITTEE
During the financial year under review, the Audit Committee met three (3) times on May
28, 2021, June 26, 2021 and October 07, 2021. The composition of the Audit Committee and
the attendance details of the Members for financial year ended March 31, 2022 are given
below:
Name of Members |
Category |
No. of Meetings held during the year |
No. of meetings attended |
Mr. Rajesh Dharamshi (Chairman) |
Independent Director |
3 |
3 |
Mr. Deepak Gala |
Independent Director |
3 |
3 |
Mr. Atul Thakker |
Managing Director |
3 |
3 |
(B) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178(1) of the Companies Act, 2013, the Company has in place
Nomination and Remuneration Committee (NRC). 4 (four) meetings of NRC were held during the
year ended March 31, 2022. These meetings were held on April 13, 2021, June 26, 2021,
October 07, 2021 and December 20, 2021.
The composition of NRC and the attendance details of the Members for financial year
ended March 31, 2022 are given below:
Name of Members |
Category |
No. of Meetings held during the year |
No. of meetings attended |
Mr. Deepak Gala (Chairman) |
Independent Director |
4 |
4 |
Mr. Rajesh Dharamshi |
Independent Director |
4 |
4 |
Mr. Kalpraj Dharamshi |
Chairman |
4 |
4 |
(C) COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to Section 178(5) of the Companies Act, 2013, the Company has in place
Stakeholders Relationship Committee (SRC).
3 (Three) meetings of SRC were held during the year ended March 31, 2022. These
meetings were held on May 28, 2021, September 06, 2021 and October 29, 2021.
The composition of SRC and the attendance details of the Members for financial year
ended March 31,2022 are given below:
Name of Members |
Category |
No. of Meetings held during the year |
No. of meetings attended |
Mr. Deepak Gala (Chairman) |
Independent Director |
3 |
3 |
Mr. Atul Thakker |
Managing Director |
3 |
2 |
Mr. Aniket Dharamshi |
Whole Time Director |
3 |
3 |
(D) COMPOSITION OF THE CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Corporate Social Responsibility Committee met once on October 07, 2021 during the
Financial Year 2021-22.
The composition of Corporate Social Responsibility Committee and the attendance details
of the Members for financial year ended March 31, 2022 are given below:
Name of Members |
Category |
No. of Meetings held during the year |
No. of meetings attended |
Mr. Deepak Gala (Chairman) |
Independent Director |
1 |
1 |
Ms. Arti Sanganeria |
Non-Executive Director |
1 |
0 |
Mr. Aniket Dharamshi |
Whole Time Director |
1 |
1 |
(E) COMPOSITION OF THE INVESTMENT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY
The Company has an Investment Committee of the Board of Directors of the Company.
The composition of the Investment Committee is as follows:
Mr. Kalpraj Dharamshi |
Chairman |
Mr. Aniket Dharamshi |
Member |
No meeting of Investment Committee was held during financial year 2021-22.
(F) COMPOSITION OF BOARD COMMITTEE (FOR FINANCE MATTERS) OF THE BOARD OF DIRECTORS OF
THE COMPANY
The Company has a Committee named Board Committee (for Finance matters) of the Board of
Directors of the Company. The composition of said Committee of the Board of Directors of
the Company is as follows:
1. |
Mr. Atul Thakker |
Chairperson |
2. |
Mr. Aniket Dharamshi |
Member |
3. |
Mr. Deepak Gala |
Member |
No meeting of Board Committee was held during financial year 2021-22.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1)
OF THE COMPANIES ACT, 2013
All Related Party transactions that were entered into during the year under review were
on an Arm's length basis and in the Ordinary course of Business. None of the Transactions
with any of Related Parties were in conflict with the Company's interest. Suitable
disclosure as required has been made in the Notes to the Financial Statements.
The particulars of Contracts or Arrangements with Related parties referred to in
Section 188(1) is given in Form AOC-2 annexed as Annexure 'B' of the Directors Report.
23. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination and Remuneration Committee of the
Company has framed and adopted, a policy namely Nomination and Remuneration Policy to deal
with matters of appointment and remuneration of Directors, Key Managerial Personnel,
Senior Management and other Employees of the Company.
The said policy focuses on the following aspect:
(a) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
(c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves
a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its Goals.
The said Policy is available at www.minosha.in and can be accessed at https://
www.minosha.in/investors/minosha-investors/policies/
24. AUDITORS
STATUTORY AUDITORS
M/s. KKC & Associates LLP (formerly M/s Khimji Kunverji and Co. LLP, Chartered
Accountants) (Firm Registration No. 105146W / W100621) are the Statutory Auditors of the
Company. At the Twenty Sixth (26th) AGM held on December 30, 2019, the Members had
approved appointment of M/s. KKC & Associates LLP, Chartered Accountants (LLPAAP -
2267, Firm Registration No 105146 W) as Statutory Auditors of the Company to hold Office
for a period of Five consecutive financial years from the conclusion of that AGM till the
conclusion of the Thirty First Annual General Meeting to be held in the Calendar Year
2024.
The name of the firm of Statutory Auditors has been changed from M/s Khimji Kunverji
and Co. LLP to M/s. KKC & Associates LLP with effect from May 23, 2022.
The Auditor's Report annexed with this Annual Report, does not contain any
qualification, reservation or adverse remarks.
INTERNAL AUDITORS
M/s Mahajan & Aibara, LLP, Chartered Accountants are Internal Auditors of the
Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s. Ashish O. Lalpuria & Co., Company Secretaries (FCS: 9381,
CP:11155) as Secretarial Auditor of the Company, for conducting Secretarial Audit for the
financial year ended March 31, 2022.
The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed
herewith as Annexure A' of the Directors' Report. There has been no qualification,
reservation or adverse remark in their Report.
25. COST RECORDS
Pursuant to the provisions of Section 148 of the Companies Act, 2013, maintenance of
Cost Records of the Company is not applicable for financial year 2021-22.
26. EMPLOYEES' STOCK OPTION SCHEME
The Company has not granted any Employee Stock Option within the meaning of Section
62(1)(b) of the Companies Act, 2013 read with Rules framed thereunder.
27. INVESTOR SERVICES
The Company is committed to provide its best services to its Shareholders. M/s MCS
Share Transfer Agent Limited is Company's Registrar and Share Transfer Agent (RTA) for
inter alia Share Transfers, Change of Address, Share Transmission and other Shareholders
related matters.
Shareholders seeking information related to their shareholding may directly contact the
Company or through the Company's Registrar and Transfer Agent, details of which are
available on the Company's website.
28. GREEN INITIATIVE
The Ministry of Corporate Affairs, Government of India has taken a "Green
Initiative in the Corporate Governance" by allowing paperless compliances by the
Companies and has issued Circulars stating that the Service of Notices/Documents
includingAnnual Report can be sent by e-mail to its Members. To support this Green
initiative of the Government in full measure, the Directors of the Company requests the
Members who have not registered their e-mail address so far are requested to register
their e-mail address in respect of electronic holdings with the Depository through their
concerned Depository Participants while Members holding Shares in Physical form may
register their e-mail address with the Registrar and Share Transfer Agent of the Company
namely M/s MCS Share Transfer Agent Limited, F-65, First Floor, Okhla Industrial Area,
Phase-I, New Delhi -110020.
The Directors believe that as a responsible Citizen, Members of the Company will
wholeheartedly support this Green Initiative and will co-operate with the Company in
implementing the same.
29. RISK MANAGEMENT POLICY
The Board of Directors has approved risk management policy. The policy outlines the
risk management framework, covering the process of identifying, assessing, mitigating and
reviewing critical risks impacting the Company's strategic goals.
Your Company recognizes risk management as an integral component of good corporate
governance.
Risks that are assessed encompass operational risks, internal control risks, external
risks, regulatory risks, credit risk, information technology risks, etc. For details,
please refer to Note No. 31 of the Financial Statements.
30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has robust internal control systems to safeguard its assets and ensure
efficient productivity commensurate with the size and industry in which it operates. The
internal control mechanism ensures strict adherence to requisite laws and regulations and
robust financial reporting and transaction reporting. Operational, financial and other
areas covered by the Internal Audit are periodically monitored and reviewed by the Audit
Committee of the Board. Any deviations from standards are corrected promptly and measures
are taken to strengthen the internal control framework further.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews and continuous monitoring by functional heads.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted a Whistle Blower Policy in terms of the provisions of the
Companies Act, 2013 for Directors and Employees to report their genuine concerns about
unethical behaviour, actual or suspected fraud or violations of laws, rules, regulations
or Code of Conduct of the Company. Protected Disclosure can be made by a Whistle Blower
through an e-mail to the Vigilance Officer of the Company. The Whistle Blower Policy is
available on the Company's website at www.minosha.in and can be accessed at
https://www.minosha.in/investors/minosha-investors/policies/
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
AND REDRESSAL) ACT, 2013
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made
thereunder, the Company has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace.
The Company has constituted Internal Complaints Committee to redress and resolve any
complaints arising under the POSH Act. The internal Complaints Committee composed of
internal members and an external member who has rich experience of this field.
There were no cases/complaints filed during the financial year ended March 31, 2022
under POSH Act.
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT. 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT
The Board of Directors state that Statutory Auditors have not reported of any fraud
involving any amount committed by the Company to the Central Government, Audit Committee
or to the Board of Directors of the Company.
34. FUTURE PLANS
The Company will leverage on the distributorship agreement with Ricoh to offer a suite
of products to its existing clients and enter new accounts. Our access to the Gem portal
will help our partners to offer the whole range of Ricoh products and consumables to
various government clients. We are evaluating various projects and will participate in
bidding for projects which satisfy our parameters.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There has been no Significant and Material Orders passed by the Regulators or Courts or
Tribunals impacting the Going Concern Status and Company's Operations in Future.
36. ANNUAL RETURN UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013
The Annual Return of the Company for the year ended March 31, 2022 as required under
Section 92(3) of the Companies Act 2013 read with Section 134(3) of the Companies Act,
2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is
available on the Website of the Company and can be accessed at
https://www.minosha.in/investors/minosha-investors/annual-return/
37. OTHER DISCLOSURES/ REPORTING
Your Directors state that no Disclosure or Reporting is required in respect of the
following items as there were no transactions pertaining to 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 under
any scheme or ESOPs.
3. The Company does not have any scheme of provision of money for the purchase of its
own shares by Employees or by Trustees for the benefit of Employees.
4. Voting rights which are not directly exercised by the Employees in respect of Shares
for the subscription/purchase for which Loan was given by the Company (as there is no
Scheme pursuant to which such Person can beneficially hold Shares as envisaged under
Section 67(3)(c) of the Companies Act, 2013.
5. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable; and
6. The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
38. ELECTRONIC ANNUAL REPORT
In view of the continuing Covid-19 pandemic, the MCA has vide its circular dated May
05, 2022, December 14, 2021, January 13, 2021 and May 05, 2020 read with circulars dated
April 08, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars"),
permitted the Annual Report to be sent through electronic mode. Accordingly, electronic
copies of the Annual Report for the financial year 2021-22 and Notice of the AGM are sent
to all shareholders whose email addresses are registered with the Company. Members are
requested to register their email IDs with Company or Registrar and Share Transfer Agent
(RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other
Shareholder's communication.
39. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance.
40. PARTICULARS OF EMPLOYEES
Your Company being an Unlisted Company, disclosures pertaining to remuneration and
other details as required under Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to your Company.
41. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of the provisions of Section 124 and 125 of the Companies Act, 2013 read with
the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016, the amount of unpaid or unclaimed dividend lying in unpaid dividend
account for a period of seven (7) years from the date of its transfer to the unpaid
dividend account and the underlying Equity Shares of such unpaid or unclaimed dividend,
are required to be transferred to the Investor Education and Protection Fund
("IEPF") established by the Central Government. Accordingly, the unclaimed
dividend in respect of Financial Year 2014-2015 is in the process of being transferred to
the IEPF in accordance with the provisions of Sections 124 and 125 of the Companies Act,
2013.
As per Rule 5 of Investor Education and Protection Fund (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("IEPF Rules"), information containing the names and the
last known addresses of the persons entitled to receive the sums lying in the account
referred to in Section 125 (2) of the Act, nature of the amount, the amount to which each
person is entitled, due date for transfer to IEPF, etc. is provided by the Company on its
website at the link
https://www.minosha.in/investors/minosha-investors/unpaid-and-unclaimed-dividend/uud2014-15/
and on the website of the IEPF Authority. The concerned Members are requested to verify
the details of their unclaimed dividend, if any, from the said websites and lodge their
claim with the Company's R&T Agent, before the unclaimed dividends are transferred to
the IEPF. The Company's R&T Agent in this regard has also sent a communication to all
the Members whose dividends have remained un-encashed, with a request to send the
requisite documents to them for claiming the un-encashed dividends.
The Company has appointed, Ms. Mamta Surkali, Company Secretary, as a Nodal Officer
under the provisions of IEPF, the details of which are available on the website of the
Company under Investor's section.
ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all stakeholders and business
associates for their support and contribution during the year. The Directors would also
like to thank the Employees, Shareholders, Customers, Suppliers and Bankers for the
continued support given by them to the Company and their confidence reposed in Management.
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For and on behalf of Minosha India Limited |
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Atul Thakker |
Aniket Dharamshi |
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Managing Director |
Whole Time Director |
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DIN: 00062112 |
DIN: 08133266 |
Date: September 06, 2022 |
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Place: New Delhi |
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