Dear Members,
Your Directors have pleasure in presenting the 22nd Annual Report and
Audited Accounts for the year ended March 31, 2017.
Financial Summary
(Amount in Rs.)
| Particulars |
Year ended 31st March 2017 |
Year ended 31st March 2016 |
| Revenue from Operations & other Income |
1,528,682,926 |
1,253,685,098 |
| Expenditure |
1,545,707,749 |
1,235,591,946 |
| Operating Profit / (Loss) (PBIDT) |
(14,440,726) |
18,093,152 |
| Depreciation |
11,164,025 |
27,289,244 |
| Finance Cost |
6,913,734 |
8,631,438 |
| Profit/(Loss) before tax |
(32,518,485) |
(17,827,530) |
| Currant Tax |
- |
600,000 |
| Deferred Tax |
572,688 |
(5,000,000) |
| Profit/(Loss) after tax |
(33,091,173) |
(13,427,530) |
| Balance Brought from Previous year |
57,899,909 |
71,327,439 |
| Balance Transfer to Balance Sheet |
24,808,736 |
57,899,909 |
Review of Operations
During the year under review, revenue of the Company was Rs. 1,528,682,926 as compared
to Rs. 1,253,685,098 in the corresponding previous year. The Company incurred a loss of
Rs. 33,091,173 as compared to loss of Rs. 13,427,530 in the previous year.
Transfer to reserves
Due to losses, the Directors has not transferred any amount to reserves for the year
ended 31.03.2017.
Dividend
In view of losses, the Board does not recommend any dividend this year.
Share Capital
The paid up Equity Share Capital of the Company as on 31st March, 2017 was Rs.
13,94,51,178 /-. During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity nor any voting
rights are exercised by employees indirectly in respect of shares to which the scheme
relates.
During the year under review, the Company has not issued shares with differential
voting rights nor has issued any sweat equity. As on March 31, 2017, none of the Directors
of the Company hold any convertible instruments of the Company.
Management Discussion & Analysis Reports
The Management Discussion and Analysis of financial condition, including the results of
operations of the Company for the year under review as required under Regulation 34(2)(e)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
provided as a separate section forming part of the Annual Report.
Deposits
There was no deposit accepted by the Company within the meaning of Section 73 and 76 of
the Companies Act, 2013 and Rules made thereunder at the beginning of the year. The
Company has not invited or accepted deposit during the year and there was no deposit which
remained unpaid or unclaimed at the end of the year.
Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by the Audit Committee. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board & to the
Managing Director.
The Accounts Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Since your Company does not own manufacturing facility that energy consumed unit, the
particulars relating to conservation of energy and technology absorption stipulated as per
Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)
Rules, 2014, are not applicable.
There were no foreign exchange earnings / outgo during the year.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Pulkit Vimal Mehta, retires by rotation at the
ensuing Annual General Meeting and offers himself for reappointment. The profile of the
Mr. Pulkit Vimal Mehta, Director to be reappointed / appointed at the annual general
meeting is provided in Annexure II to the Notice.
Declaration by an Independent Director(s)
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Committees.
Nomination and Remuneration Policy
The Companys policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report,
which forms part of Annual Report.
The Nomination and Remuneration Policy of the Company is also posted on the website of
the Company under Investors Relation Section.
Meetings of the Board
Six (6) meetings of the Board of Directors were held during the year, the details of
which are provided in Report on Corporate Governance. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.
Separate meetings of Independent Directors, pursuant to Section 149 (7) read with
Schedule VI of the Companies Act, 2013 was held on 14th February, 2017.
Directors Responsibility Statement As Required Under Section 134(3)(C) of the
Companies Act, 2013
The Directors state that: -
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b. The selected accounting policies were applied consistently and the judgments and
estimates made by them are reasonable and prudent so as to give true and fair view of the
state of affairs of the Company as at 31st March 2017 and of the losses for the
year ended on that date;
c. The proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal controls are adequate and were operating effectively.
f. 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.
Related Party Contracts or Arrangements
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large.
Subsidiary Companies
The Company does not have any subsidiary.
Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Companys website.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place ,in business practices and
in dealing with stakeholders.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with
instance of fraud and mismanagement, if any. Whistle Blower Policy is available on the
Companys website.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy
for dealing in the Companys shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Managing Director is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
Audit Committee
The details pertaining to composition of Audit Committee are included in Corporate
Governance Report, which forms part of this annual report.
Statutory Auditor
The Companys Auditors, M/s Mahesh Kumar Jain & Co, Chartered Accountants, Mumbai
(Firms Regn No. 114179W) were appointed as the Statutory Auditors of the Company for a
period of five years, upto the conclusion of FY 2018-2019, subject to ratification by
members at every Annual General Meeting of the Company. They have confirmed their
eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder
for reappointment as Auditors of the Company.
The Audit Committee has considered and recommended the re-appointment of M/s Mahesh
Kumar Jain & Co, Chartered Accountants, Mumbai (Firms Regn No. 114179W), as Statutory
Auditors of the Company, to the Board of Directors at its meeting held on June 14, 2017.
The Directors have accepted the recommendation and recommend to the shareholders for
ratification of re-appointment of M/s Mahesh Kumar Jain & Co, Chartered Accountants,
Mumbai (Firms Regn No. 114179W) as the Statutory Auditors of the Company to hold office
from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next
AGM of the Company.
The Notes on financial statements referred to in the Auditors Report are
self–explanatory and do not call for any further comments. The Auditors Report does
not contain any qualification, reservation or adverse remark.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Ms. Riddhi Shah, Company Secretary in Practice (COP 17035) to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed
herewith as Annexure ‘A to this Report.
The Secretarial Audit Report contain qualification, reservations or adverse remark as
per the report attached.
Statement Pursuant to Listing Agreement
The Companys Equity shares are listed at Bombay Stock Exchange Limited, (SME Segment).
The Annual Listing fee for the year 2017-18 has been paid.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as Annexure ‘B.
Statutory Disclosures
None of the Directors of the Company are disqualified as per provisions of Section
164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as
required under various provisions of the Companies Act, 2013 and Listing regulations.
Risk Management
The Company has a well-defined risk management framework in place. The Company has
established procedures to periodically place before the Audit Committee and the Board, the
risk assessment and minimization procedures being followed by the Company and steps taken
by it to mitigate these risks.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable as during the year
under review the Managing Director of the Company has not received any remuneration.
Further during the year, no employees of the Company were in receipt of remuneration in
terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Corporate Governance
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 of Regulations of Corporate Governance the Company is fully compliant with the
applicable provision and the Company is committed to ensure compliance with all
modification within prescribed norms under Companies Act, 2013. Company is committed to
maintain the highest standards of corporate practices, a separate section on Corporate
Governance is provided as part of this Annual Report.
Committee and Policy under Sexual Harassment of Women at Workplace (Prevention,
Prohibition And Redressal) Act, 2013
The Company has constituted Internal Complaints Committee under and as per the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the year under review, no instance of compliant or report under the said Act was
registered in any of the units of the Company.
Corporate Social Responsibility
As per the Section 134 (o) Corporate Social Responsibility is not applicable to our
Company.
Industrial Relations
During the year under review, your Company enjoyed cordial relationship with contractor
and employees at all levels.
Acknowledgements
The Board of Directors wish to place on record their appreciation for the support
extended by the Companys bankers, Bombay Stock Exchange Limited, Local Authorities,
business associates, clients, consultants, auditors, shareholders and the employees of the
Company for their continued co-operation and support .Company and look forward to their
continued support. The Directors also thank the members for continuing their support and
confidence in the Company and its management.
|
By Order of the Board of |
|
Directors |
|
Sd/- |
| Place: Mumbai, |
For Mobile Telecommunications Limited |
| Dated: June 14, 2017 |
Anil B Vedmehta |
|
Managing Director |
|
(DIN: 00283486) |
+91-9892691696
