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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