The Corporate Governance code as introduced by Security and Exchange Board of India (SEBI) in pursuance of clause 49 of Listing Agreement is became applicable to the company by March, 2003. The same has been implemented by the Company from January 2003.
The Company believes in maximum utilization of resources at minimum cost and attaining maximum long-term shareholders value.
BOARD OF DIRECTORS:
The Board of the Company comprises of 6 (Six) Directors, out of which 2 (Two) Directors are Executive Directors, 3 (Two) are Independent Non-Executive Directors and 1(One) is Women Non Executive Director. There is no nominee or Institutional Directors in the Company.
None of Directors has pecuniary or Business relationship with the Company other than as mentioned elsewhere in Annual Report. No Director of the Company is either member in more than 10 (Ten) committees and/or Chairman of more than 5 (Five) committees across all Companies in which he is Director.
During the year, there were in total 5 (Five) Board Meetings were held. The time gap between the two meetings was not more than 120 days. All the information required to be furnished to the Board was made available to them along with detailed Agenda notes. The dates on which the Board Meeting was held are as follows:
26th May,2014, 14th August, 2014; 28th August 2014,14th November, 2014; and 14th February, 2015
Guidelines regarding appointment of Directors
The Board has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMPs) and other employees in terms of the provisions of the Companies Act, 2013 and the Listing Agreement. The said Policy outlines the appointment criteria and qualifications, the term /tenure of the Directors on the Board of Millennium Online Solutions (India ) Limited(Formerly Known As Mahamaya Investments Limited) and the matters related to remuneration of the Directors. The said Policy is available on the website of the company: www.mosil.co
As per the Articles of Association of the Company, at least two-thirds of the Board of Directors should be retiring Directors. One-third of these Directors are required to retire every year and if eligible, the retirng Directors qualify for re-appointment.
The Board constantly evaluates the contribution of its members and recommends to shareholders their re-appointment periodically as per the statute. Executive Directors are appointed by the shareholders for a maximum period of Five years at one time, but are eligible for re-appointment upon completion of their term. Non-Independent, Non-Executive Directors do not have any term, but retire by rotation as per the law.
The Board has adopted a retirement policy for its Executive Directors. The maximum age of retirement of Executive Directors is seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the expanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
COMMITTEES OF THE BOARD:
A. Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement. The Audit Committee comprises of 2 Non Executive Independent Directors & 1 Executive Director:
Mr. Jethalal Goswami : Chairman
Mr. Neeraj Gupta : Member
Mr. Nikunj Pancholi : Member
(*)the Composition of Audit Committee has changed as Harilal Singh ceased to be member of the Audit Committee from 14th February, 2015.
During the year, there were in total 4 (Four) Audit Committee Meetings were held 26th May,2014, 14th August, 2014, 14th November, 2014; and 14th February, 2015
Broad terms of reference of the Audit Committee are as per following:
1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
2) Recommending the appointment, remuneration and terms of appointment of auditors of the company
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
4) Reviewing, with the management the annual financial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to:
a. Matters required to be included in Director's Responsibility Statement included in Board's report
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries based on exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
5) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6) Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency
7) Review and monitor the auditors' independence and performance, and effectiveness of audit process.
8) Approval or any subsequent modification of transactions of the company with related parties
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the company, wherever it is necessary;
11) Evaluation of internal financial controls and risk management systems;
12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit
14) Discussion with internal auditors of any significant findings and follow up there on.
15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism.
19) Approval of appointment of CFO
20) To review report submitted by Monitoring Agency informing material deviations in the utilisation of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable.
21) Carrying out any other function as is mentioned in the terms of reference of the Audit committee.
A. Nomination and Remuneration Committee
Pursuant to Section 178(1) of the Companies Act, 201 and listing Agreement the Board constituted Nomination and Remuneration on 26th May,2014.
The Nomination and Remuneration Committee met twice in financial year 2014-15 on 26th May,2014 and 14th February,2015 The necessary quorum was present in the said meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on 15th December,2014
The broad terms of reference of the Nomination and Remuneration Committee are:
- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive and Non-Executive) and recommend to the Board, policies relating to the remuneration of the Directors, key managerial personnel and other employees;
- To formulate the criteria for evaluation of all the Directors on the Board;
- To devise a policy on Board diversity; and
- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company's goals.
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 has been posted on the website of the Company www.mosil.co . Further, the details of remuneration paid to all the Directors and the other disclosures required to be made under revised clause 49 of the Listing Agreement have been published in the previous section of this Report titled "Board of Directors".
The remuneration of the managing director and executive director is recommended by the Nomination and remuneration committee, then approved by the board of directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.
B. Shareholders/Investors Grievance Committee
Pursuant to Section 178(5) of the Companies Act, 2013, the Committee was renamed by the Board of Directors on 26th May, 2014 as "Stakeholders' Relationship Committee
The Stakeholder Relationship Committee comprises of 5 (Five) Members, majority of whom are Non-Executive Directors. As required by clause 49 of Listing Agreement, the Chairman of the Stakeholder Relationship Committee is Independent Non-Executive Director.
Meeting of Independent Directors
The Company's Independent Directors met on 14th February,2015 without the presence of the Managing Director &CEO, the Non-Executive, Non-Independent Directors and the Management Team. The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company.
The Board of Directors had approved the proposal of Amalgamation of the Company with Millennium Online (India) Limited and therefore the Company had filed an application with Bombay Stock Exchange (BSE) on 1st February, 2014 for obtaining in principal approval. However BSE has not granted required approval and hence no amalgamation process was commenced
During the year the Company has allotted 20,00,000 equity shares of Rs 10 each on preferential bases on 27th January, 2015. Pursuant to terms and condition of SEBI (Issue of Capital and Disclosure Requirement) Regulation 2009 & special resolution passed in the Annual General Meeting held on 15th December, 2014 and Company has subdivided its existing share capital of 50,01,951 shares having face value of Rs. 10 each into 5,00,19,510 equity shares of Rs.1 each w.e.f 31st March, 2015 for which the Company has obtained shareholders approval on 15th December, 2014.
During the year under review, no related party transactions are taken with the promoters, directors, the management or their relatives during the year with potential conflict of interest with the Company at large.
There were no instances of non-compliance on any matter related to the capital markets during the year and none of the Stock Exchanges or SEBI imposed any penalties or strictures on the Company.
Disclosure of accounting Treatment: The Company follows accounting standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006 and/or by the institute of chartered accountants of India in the preparation of financial statements and has not adopted a treatment different from that prescribed in any accounting standard.
Code of Conduct: The Board of Directors has adopted the code of conduct for the directors and senior management and the same has been placed on the company's website www.mosil.co .All board members and senior management personnel have affirmed compliance with the code of conduct for the period under review.
CEO/CFO Certification: The Chief Finance Officer (CFO) have certified to the Board in accordance with Clause 49( IX)of the Listing Agreement pertaining to CEO/CFO certification for the financial year ended 31st March, 2015 which is annexed separately in Annual report.
The board affirms that no person has been denied access to the audit committee during the year. The company has complied with mandatory provisions of corporate governance and is in the process of adopting the non-mandatory provisions of corporate governance.
Vigil Mechanism and Whistle-Blower Policy
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement, the Company has a Whistle-Blower Policy for establishing a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at www.mosil.com
MEANS OF COMMUNICATION:
The yearly/quarterly results were duly approved by the Board of Directors of the Company and submitted to BSE within the stipulated time. The Company also developed its website named as www.mosil.co .
No presentation was made during the year either to Institutional Investors or to the analysts.
Management Discussion &Analysis Report is attached herewith forming part of the Annuall Report.
GENERAL SHAREHOLDERS INFORMATION:
i. The Annual 35th General Meeting is scheduled to be held on Tuesday, the 29th Day of September,2015 at 11.30 am at Harmony Banquet Hall, Plot No. C-7, 3rd Floor, Bhimashankar Bhavan, New MHADA, Opp Siddhachal Club House, Vasant Vihar, .Thane (West) - 400 610.
ii. The Financial year of the company is from April to March. The financial calendar for the next financial year is as under:.
Mailing of Annual Reports
Annual General Meeting 29th September, 2015
First quarter results (30th June) By Mid-August
Second quarter results (30th September) By Mid November
Third quarter results (31st December) By Mid-February
Fourth quarter / Annual Results By End of May
iii. The Register of Members and Share Transfer Register in respect of equity shares of the Company were closed from 21st September, 2015 to 29th September, 2015 (both days inclusive)
iv. The company's shares are listed only at Bombay Stock Exchange. The Stock Exchange, Mumbai
Security in Physical Form No. BSE- 511187
Electronic Form No. INE570NO1017
Scrip Name: MAHAINV
E-Voting Facility to members
In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 35th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).
Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sentassent/ dissent forms to the members to enable those who do not have access to e-Voting facility to casttheir vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assentor dissent in writing.
Registrar and Share Transfer Agent
The Company has appointed M/s Purva Sharegistry (India) Private Limited for processing and approving the transfer of shares. Their contact details are as follows:
Purva Sharegistry (India) Pvt. Ltd.
Shiv Shakti Industrial Estate,
Unit No. 9, 7-B, J. R. Boricha Marg, Sitaram Mills Compound, Mumbai 400011. Tel: (022)23016761 Fax: (022)23012517 Email: firstname.lastname@example.org
Share Transfer System
The share transfer ofsecurities in physical form are registered, duly transferred and dispatched within 15 days of the receipt, if the transfer documents are in order. The share transfers are approved every fifteen days. The shares in de-materialized form are processed and transferred within 15 days from receipt of de-materialization requests
vi. Dematerialization of securities
The Company entered in tripartite agreement for dematerializing its shares with CDSL and NSDL during the financial year. Consequent to the same the Company was allotted ISIN No INE570NO1017
As on 31st March,2015 47.60% of the Company's total issued share capital representing 2,38,13,020 Equity Shares are indematerialized form and balance of 52.37% of total issued Share Capital representing 2,62,06,490 Equity Shares are in physical form.
vii. Company has not issued either ESOP or any GDRs/ADRs/Warrants/Convertible instrument
ix. Address for correspondence:
Shareholders of the company can send correspondence at the Regd. office of the company situated at following address:
Office No 11:1st Floor, Kris Korner Commercial Plaza, Opp Saraswati Vidhyalya, Behind Muchhala College, G B Road, Thane (W), Mumbai, Maharashtra-400615