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Directors Report of Millennium Online Solutions (India) Ltd.

Mar 31, 2015

To,

The Members

MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya Investments Limited)

The Directors have great pleasure in presenting 35-ANNUAL REPORT along with the Consolidated Audited Balance Sheet and Profit And Loss Account, for the period ended 31 st March, 2015.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amtin )

PARTICULARS YEAR ENDED

31.03.2015 30.06.2014

Total Income 3,00,000 Nil

Total Expenditure 11,51,233 793,351

Profit/(Loss) before Taxation (8,51,233) (793,51)

Extra Ordinary Items 0 0

Profit/(Loss) after Extra Ordinary Items and Taxation (8,51,233) (793,351)

Profit/(Loss) Brought Forward (2,40,30,186) (23,236,835)

Balance carried to Balance Sheet (2,48,81,419) (24,030,186)

2. REVIEW OF OPERATIONS

There were no business operations performed during the financial year. Therefore the Company has incurred a loss of Rs 8,51,233/- during the current financial year.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. FUTURE PROSPECTS

Company's business is of providing all kind of services relating to Information Technology (IT).

The focus of the company is towards increasing the demand of the services in the market and make the company profitable from loss making.

5. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year

6. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the CompaniesAct, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director's Report.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE 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 businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

8. DETAILS OF POLICYDEVELOPEDANDIMPLEMENTED BYTHE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loan made under Section 186 of the Companies Act, 2013 have been disclosed in note 7 of the financial statement.

The particulars of investments made under Section 186 of the Companies Act, 2013 have been disclosed in note 6 of the financial statement.

The Company has not given any guarantee.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure BT Director's report.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure C to Director's Report.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board had met five times (5) on 26th May, 2014 ; 14th August 2014, 28th August,2014, 14th November, 2014 and 14th February, 2015.

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the directors 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 as at March 31, 2015, and that of the profit of the Company for the year ended on that date.

(iii) That proper and sufficient care has been taken 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) That the annual accounts have been prepared on a going concern basis. and

(v) The Board has 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 all applicable laws and that such systems were adequate and operating effectively.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

16. PARTICULARS OF REMUNERATION

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided as there are no employees drawing remuneration in excess of the prescribed limits.

As the remuneration of Director's is nil, the information as required under section 197 (12) of the Companies Act 2013, the median salary paid to the employees of the company is at a comparative level with that paid to the director's.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on February 14, 2015 that the remuneration is as per the remuneration policy of the Company. The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Company's website: www.mosil.co

17. DIRECTORS

Mrs. Jayshree Gupta was inducted as an Additional Director on the Board of the Company on 31 st March, 2015, in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. She would hold office till the conclusion of ensuing Annual General Meeting. Your Directors hereby recommends her appointment as Director of the Company and resolution for her appointment is put forward for your approval.

Mr. Jethalal Goswami, resigned from the office of Directorship with effectfrom 14th August 2015. Your Directors place their appreciation forth work done by him during his tenure.

The Board of Directors at their meeting held on August 14, 2015 approved re-appointment of Mr. Harilal Singh as Executive Director and CFO subject to approval of Shareholders at ensuing Annual General Meeting of your Company for a further period of three years commencing from August 14, 2015 to August 13, 2018.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mrs. Jayshree Gupta and Mr. Harilal Singh as Directors of the Company. Your Directors recommend their appointment.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013so asto qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. AUDITORS

M/sC. P. Jaria& Co, Chartered Accountants, Mumbai registered with the Institute of Chartered Accountants of India vide firm registration no 104058W who were appointed as Statutory Auditors at their Annual General Meeting held on 15th December, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

20. INTERNAL AUDITORS

The company has appointed M/s Priyanka Patel, Chartered Accountant having firm registration no 134011Was internal auditor of the company for financial year 2015-16.

21. SECRETARIAL AUDITOR

The Company has appointed M/s HS Associates, Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to thisreportas Annexure to Director's Report.

22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

23. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The Certificate from the Auditor's confirming compliance with the conditions of Corporate Governances stipulated under Clause 49 is also published elsewhere in this Annual Report.

24. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2015, the Company does have a Indian subsidiary Company. Company has prepared Consolidate financial statement for the F.Y 2014-201 5.The statement containing the salient feature of the financial statement of a company's subsidiary is in Form AOC-1. is appended as Annexure E to this report.

25. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Certificate from M/s C. P. Jaria & Co. Chartered Accountants, Surat, Statutory Auditors of the Company and is annexed hereto.

A separate Report on Corporate Governance is also annexed hereto and marked as Annexure F to this Report.

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members Two non-executive Director and One executive Director

*Mr. Nikunj Pancholi: Chairman

*Mr. Girdharilal Khuha -Member

Mr. Neeraj Gupta: Member

*Mr. Harilal Singh ceased to member of Audit Committee from 14th Februray, 2015.

*Mr Jethalal Goswami resigned on 14th August ,2015, Mr. Nikunj Pancholi was appointed as chairman and Mr Girdharilal Khuha was inducted as member on 14th August, 2015 The above composition of the Audit Committee consists of independent Directors viz., Mr. Nikunj Pancholi and Girdharilal Khuha who form the majority.

The Company has established a vigil mechanism policy to oversee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of Audit Committee on reporting issues concerning the interests of co employeesand the Company. The Vigil Mechanism Policy is available atthe website of the company: www.moisl.co

27. Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

28. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

29. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

30. REGISTERED OFFICE:

The registered office of the company is shifted with the approval of the Board obtained in the meeting dated 14th August, 2015 from Flat No.53, 5th Floor, Building No.11, Vijay Vilas Tores Building, GB Road, Kaveser Thane Maharashtra 400615.to Office No 11:1st Floor, Kris Korner Commercial Plaza, Opp Saraswati Vidhyalya, Behind Muchhala College, G B Road, Thane (W), Mumbai, Maharashtra-400615.

31. PREFERENTIAL ISSUE :

The Company 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.

32. UTILIZATION OF PREFERENTIAL ISSUE PROCEEDS:

During the financial year 2014-2015 the company had raised an amount aggregating to Rs. 2,00,00,000 by way of preferential issue of equity shares. The Company has utilized whole amount i.e Rs. 2,00,00,000/-, by giving loan to subsidiary Company as per the object mentioned in the offer letter.

33. SUBDIVISION OFSHARE CAPITAL:

The Company has subdivided its existing share capital of 50,01,951 shares having face value of Rs. 10 each into 500,19,510 equity shares of Rs.1 each w.e.f 31st March, 2015for which the Company hasobtained shareholders approval on 15th December, 2014.

34. AMALGAMATION OF 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 1 st February, 2014 for obtaining in principal approval. However BSE has not granted required approval and hence no amalgamation process was commenced.

35. ACKNOWLEDGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

BY ORDER OF THE BOARD

FOR MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED

(FORMERLY KNOWN AS MAHAMAYA INVESTMENTS LIMITED)

SD/-

DATE : 14TH AUGUST, 2015 NEERAJ GUPTA

PLACE: MUMBAI MANAGING DIRECTOR

DIN:00073274


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 34th ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the period ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS YEAR ENDED

31.03.2014 30.06.2013

Total Income Nil Nil

Total Expenditure 793,651 11,66,337

Profit/(Loss) before Taxation (793,651) (11,66,337)

Extra Ordinary Items 0 (61,091,894)

Profit/(Loss) after Extra Ordinary Items and Taxation (793,651) (62,258,231)

Profit/(Loss) Brought Forward (23,236,835) 39,021,396

Balance carried to Balance Sheet (24,030,186) (23,236,285)

2. FINANCIAL YEAR

At the meeting of Board of Directors on 27th August, 2013, the current financial year was changed to a period of Nine months ending on March 31,2014. Thus the Current financial year is from 1st July, 2013 to 31st March, 2014 for which the Balance Sheet and the Income Statement along with Cash Flow Statement, Auditors Report and notes thereon is presented for your adoption.

3. REVIEW OF OPERATIONS

There was no business operations during the financial year. Therefore the Company has incurred a loss of Rs. 7,93,351/- during the current financial year. Your Directors are in process to commence its business operations.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

The Board of Directors at their meeting held on 26th May, 2014 approved the appointment of Mr. Harilal Singh Jhabar as Chief Financial officer (CFO) of the Company and designated as Key Managerial Personnel in term of Section 203 of The Companies Act,2013.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Jethalal Goswami, Mr. Nikunj Pancholi and Mr. Girdharilal Khuha as Independent Non-Executive Director of your Company upto 5 (five) consecutive years up to on March 31,2019.

Mr. Neeraj Gupta, Managing Director of the Company is retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. Your Directors propose his appointment in ensuing Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable during the financial year.

8. AMALGAMATION OF 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) for obtaining in principal approval. However BSE has not granted required approval and hence no amalgamation process was commenced.

9. SUBDIVISION OF SHARE CAPITAL:

The Board of Directors intends to subdivide its existing share capital of 30,01,951 shares having face value of Rs. 10 each into 3,00,19,510 equity shares of Rs.1 each in order to improve the liquidity of the Company''s shares on the Stock Exchange. The resolution for sub -dividing its Share Capital is put forward for your approval in the ensuing Annual General Meeting.

10. ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION:

In view of the subdivision of equity shares from Rs.10 per share to Rs.1 per share, the present Clause V of the Memorandum of Association and Clause 3 of the Article of Association are required to be altered to reflect the effect of sub-division of equity shares.

Further with the advent of Companies Act, 2013, it is recommended to adopt new set of Articles of Association in line with the provisions of said Act. The resolution for the said alteration is put forward for your approval.

11. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

12. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

13. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

14. AUDITORS

M/s C. P. Jaria & Co., Chartered Accountant, Surat are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty Seventh Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/ s C. P. Jaria & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

Your Director''s recommend their appointment as Statutory Auditors of the Company for your approval.

15. AUDITORS REPORT:

Since notes to account are self-explanatory, no further explanation is given by the Board as such.

16. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor''s complaint, if any.

17. COMPLIANCE CERTIFICATE

Pursuant to provisions of Section 383A of the Companies Act, 1956, the Company has obtained compliance Certificate from Mr. Hemant Shetye, Partner, M/s HS Associates Company Secretaries for the year ended 31st March, 2014 and is annexed hereto.

18. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Certificate from M/s C. P. Jaria & Co. Chartered Accountants, Surat, Statutory Auditors of the Company and is annexed hereto.

A separate Report on Corporate Governance is also annexed hereto and marked as Annexure A to this Report.

19. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order Of The Board For MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya Investments Limited) Sd/- Date : 14th November,2014 NEERAJ GUPTA Place : Mumbai CHAIRMAN


Jun 30, 2013

To, The Members

MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED (Formerly Known as Mahamaya Investments Limited)

The Directors have great pleasure in presenting 33rd ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the period ended 30th June, 2013.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS YEAR ENDED 30.06.2013 31.03.2012

Total Income Nil 2,32,100

Total Expenditure (11,66,337) (4,17,249)

Profit/(Loss) before Taxation (11,66,337) (1,85,149)

Extra Ordinary Items (61,091,894) Nil

Profit/(Loss) after Extra Ordinary Items and Taxation (62,258,231) (1,85,149)

Profit/(Loss) Brought Forward 39,021,396 39,206,545

Balance carried to Balance Sheet (23,236,835) 39,021,396

2. REVIEW OF OPERATIONS

The Company has incurred a loss of Rs. 62,258,231/- during the current financial year. The increase in loss was mainly due to writing off of investment of Rs. 6,10,91,894/- in the form of 2973286 Equity shares of IDI Ltd as the company is liquidated. As the members would be aware, the Company has diversified into Information Technology Sector particularly hardware sector. However income from the diversified sector is not yet generated but your Directors are optimistic about its operation and income generation from the next financial year.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

During the year Mr. Neeraj Gupta were appointed as an Additional Director as well as Managing Director the Company in the meeting held by Board of Directors on 14th August, 2012. The company has already obtained your approval through postal ballot for appointing him as Managing Director. However pursuant to provisions of Section 260 of the Companies Act, 1956 he needs to be appointed as a Director and then only he can continue to act as a Managing Director. The resolution for appointing him as a Director is put forward for your approval.

Further Mr. Nikunj Pancholi and Girdharilal Khuha were appointed as Additional Director (s) on 4th April, 2013. The resolution for their appointment as Directors is put forward for your approval.

Mr Jethalal Goswami and Mr. Harilal Singh Director(s) of the Company are retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. The resolution for their appointment as Directors is also placed before you in the Annual General Meeting for your approval.

Mr. Atulya Mafatlal and Mr. Hemant Desai resigned from the office of Directorship with effect from 14th August, 2012. The Board place their sincere appreciation for the work done during their tenure.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable during the financial year.

8. POSTAL BALLOT

During the year Company has passed various resolutions by a way of postal ballot in accordance with Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2011, for the following matters respectively,

1. Amendment of Clause III of Memorandum of Association for Change in Object Clause of the Company.

2. Approval of Change of Name of Company from "Mahamaya Investments Limited" to "Millennium Online Solutions (India) Limited".

3. Alteration of Articles of Association under Section 31 of the Companies Act , 1956 for Replacement , Deletion and Re-Numbering Certain Existing Articles of the Company.

4. Authority under Section 293 (1) (a) of the Companies Act, 1956 for Sell, Lease or otherwise dispose of the whole or substantially the whole, of the undertaking of the Company.

5. Authority under Section 293 (1) d of the Companies Act,1956 to borrow money in excess of aggregate Paid up Capital and Free Reserve of the Company

6. Shifting of Registered office of the Company under Section 146 of the Companies Act,1956 from 5th floor, Mafatlal House, H.T. Parekh Marg, Backbay Reclamation Mumbai - 400 020 to Flat no. 53, 5th Floor, Building No. 11, Vijay Vilash Tores Building , GB Road, Kaveser , Thane - 400615 .

7. Appointment of Mr Neeraj Gupta as a Managing Director for a period of 5 ( Five ) Years with effect from 14th August,2012 on Honorary Basis.

9. CHANGE IN THE NAME OF THE COMPANY

During the Year under review, the company has changed of name of the Company from "Mahamaya Investment Limited" to "Millennium Online Solutions (India) Limited". The Company has obtained Certificate from the Regstrar of Companes, Mumbai dated 21st June, 2013 effecting change of name as mentioned above.

10. REGISTERED OFFICE

During the Year under review, the company has changed its registered office from 5th floor, Mafatlal House, H.T. Parekh Marg, Backbay Reclamation Mumbai - 400 020 to Flat no. 53, 5th Floor, Building No. 11, Vijay Vilash Tores Building , GB Road, Kaveser , Thane - 400615 which is situated outside the local limits of district of Mumbai.

11. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

12. FINANCIALYEAR

The Board of Directors of the Company have extended the last financial year by a quarter and thus the last financial year is from 1st April, 2012 to 30th June, 2013 for which the Balance Sheet and the Income Statement along with Cash Flow Statement, Auditors Report and notes thereon is presented for your approval. However at the meeting held of Board of Directors on 27th August, 2013, the current financial year was again changed to a period of Nine months ending on March 31, 2014.

Thus the last financial year is for the period of 15 months ending June 30, 2013 and the current financial year is for the period of 9 months ending March 31, 2014.

13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

15. AUDITORS

M/s C. P. Jaria & Co. Chartered Accountants, Surat, Statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They have signified their willingness to accept re-appointment as Statutory Auditors of the Company and further have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956.

Your Director''s recommend their appointment as Statutory Auditors of the Company for your approval.

16. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

17. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor''s complaint, if any.

18. COMPLIANCE CERTIFICATE

Pursuant to provisions of Section 383A of the Companies Act, 1956, the Company has obtained compliance Certificate from Mr. Hemant Shetye, Partner, M/s HS Associates Company Secretaries for the year ended June 30, 2013 and is annexed hereto.

19. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Certificate from M/s C. P. Jaria & Co. Chartered Accountants, Surat, Statutory Auditors of the Company and is annexed hereto.

A separate Report on Corporate Governance is also annexed hereto and marked as Annexure A to this Report.

20. REVOCATION OF SUSPENSION IN TRADING IN EQUITY SHARES

The trading of Equity Shares of the Company was suspended by Bombay Stock Exchange due to non compliance of various clauses of listing agreement. However with the continued efforts of Board of Directors of your Company the suspension of trading of Equity Shares of the Company was revoked by Bombay Stock Exchange with effect from 6th July, 2012. The shares of the Company are now freely tradable.

21. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order Of The Board

For MILLENNIUM ONLINE SOLUTIONS (INDIA) LIMITED

(Formerly Known as Mahamaya Investments Limited)

Sd/-

Date : 27th August, 2013 NEERAJ GUPTA

Place : Mumbai CHAIRMAN


Mar 31, 2011

The Directors have great pleasure in presenting 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2011.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS

Year ended

31.03.2011 31.03.2010

Total Income NIL NIL

Total Expenditure 1,72,828 1,09,970

Profit/(Loss) before Taxation (1,72,828) (1,09,970)

Profit/(Loss) after Taxation 1,72,828 (1,09,970)

Profit/(Loss) Brought Forward 39,379,373 39,489,343

Balance carried to Balance Sheet 39,206,545 39,379,373

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 1,72,828/- during the financial year. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

There are no changes in Composition of Board of Directors under review.

Mr. Hemant B. Desai, Director retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. The resolution for appointment of Director is placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

C. P. Jaria & Co. Chartered Accountants, Surat, statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They have signified their willingness to accept re-appointment as Statutory Auditors of the Company and further have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investors complaint, if any.

14. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from M/s C. P. Jaria, Statutory Auditor and is annexed hereto.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

15. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, commercial banks, Financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order of the Board

MAHAMAYA INVESTMENTS LIMITED

DATE : 2nd September, 2011 Mr. Ravindra Palkar Mr. Hemant Desai

PLACE : Mumbai DIRECTOR DIRECTOR


Mar 31, 2010

To The Members of MAHAMAYA INVESTMENTS LIMITED

The Directors have great pleasure in presenting 30th ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.) PARTICULARS Year ended 31.03.2010 31.03.2009

Total Income NIL NIL

Total Expenditure 1,09,970 10,055

Profit/(Loss) before Taxation (1,09,970) (10,055)

Profit/(Loss) after Taxation (1,09,970) (10,055)

Profit/(Loss) Brought Forward 39,489,343 39,499,398

Balance carried to Balance Sheet 39,379,373 39,489,343

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs.1, 09,970/- during the financial year. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

There are no changes in Composition of Board of Directors under review.

Mr. Hemant B. Desai, Director retiring by rotation in terms of provisions of Articles of Association of the Company and is eligible for re-appointment. The resolution for appointment of Director is placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. That the Directors have 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

C. P. Jaria & Co. Chartered Accountants, Surat, statutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They have signified their willingness to accept re-appointment as Statutory Auditors of the Company and further have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investors complaint, if any.

14. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from M/s HS Associates, Practicing Company Secretaries and is annexed hereto.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

15. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, commercial banks, Financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order of the Board

MAHAMAYA INVESTMENTS LIMITED

DATE : 20th August, 2010

PLACE : Mumbai (DIRECTOR)

 
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