monind ltd share price Directors report

TO THE MEMBERS,

Your Directors have pleasure in presenting the 40^th Annual Report together with the Audited Financial Statements of MONIND LIMITED ("the Company") for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL RESULTS AND BUSINESS OPERATIONS

A summary of the Companys Financial Results for the Financial Year 2022-23 & 2021-2022, are as under:

Particulars	Amount (Rs in Lakhs)
	Financial Year 2022-23	Financial Year 2021-22
Revenue from operation	0	0
Other Income	0.10	76.81
Total Income	0.10	76.81
Total Expenses	296.07	189.82
Profit/(Loss ) before Tax	(295.97)	(113.01)
Tax Expense:	-	-
Current Tax
For earlier Year	0.19	-
Deferred Tax	-	-
Net Loss after Tax	(296.16)	(113.01)

2. STATEMENT OF COMPANYS AFFAIR

During the financial year 2022-23, the operating income was nil. The Company has recorded a Net Loss after tax of Rs. (296.16) Lakhs for Financial year 2022-2023 as compared to Net Loss of Rs. (113.01) Lakhs for the Financial Year 2021-2022. The Directors are optimistic about future performance of the Company.

3. THE CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the year, the Company was not engaged in any business activity, as in the previous financial year.

4. DIVIDEND AND RESERVES

In view of the losses suffered by the Company during the year under review, your directors have not recommended any dividend and have not transferred any amount to reserve for the Financial Year 2022-23.

5. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public falling within the purview of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

There is no unclaimed or unpaid deposit lying with the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3) (I) of the Companies Act, 2013, no material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year (i.e. March 31, 2023) and the date of this Report, except the following: The Company (as Borrower ) has entered into supplementary Loan Agreements to the original Loan Agreements dated 29^th August 2018 with the following Lenders on 20^th June 2023 for conversion of outstanding loans into Redeemable Preference Shares of the Company, pursuant to approval accorded in the Extra Ordinary General Meeting held on 07^th Feberuary, 2023:

1. Ishan Technical Plant Services Private Limited

2. Real Technical Solutions Private Limited

3. Talento Technical Plant Services Private Limited

The Company received Notice of Conversion from the aforesaid Lenders on 21.06.2023 to convert their outstanding Loans into Redeemable Preference Shares of the Company. Consequently, the Company allotted 0.01% Non-Cumulative, Non- Convertible Redeemable Preference Shares for a Face Value of Rs. 100 each in the following manner:

S.No Name of Lenders	Numbers of Preference
	Shares allotted for Value of Rs. 100	a Face
1 Ishan Technical Plant Services Private Limited	40,00,000
2 Real Technical Solutions Private Limited	25,00,000
3 Talento Technical Plant Services Private Limited	25,00,000
Total	90,00,000

7. SHARE CAPITAL

Authorized Share Capital

The Authorized Share Capital of the Company as on 31^st March, 2023 is Rs. 109,00,00,000/- (Rupees One Hundred Nine Crore only) divided into 40,00,000 (Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) and 1,05,00,000 ( One Crore Five Lakhs ) Non-Cumulative, Non-Convertible Redeemable Preference of Rs.100/-(Rupees Hundred Only).

During the Financial year 2022-2023, the Authorized Share Capital of the Company was increased in the Extra Ordinary General Meeting held on 07^th February, 2023 in the following manner:

Particulars	Authorised Share Capital before 07.02.2023 (in Rs.)	Shares increased on 07.02.2023 (in Rs.)	Authorised Share Capital after 07.02.2023 (in Rs.)
Equity Share Capital of Rs. 10 each	4,00,00,000	NIL	4,00,00,000
10% Non-Cumulative	15,00,00,000	NIL	15,00,00,000
Non-Convertible Redeemable
Preference Shares
0.01% Non-Cumulative	NIL	90,00,00,000	90,00,00,000
Non-Convertible Redeemable
Preference Shares
Total (in Rs.)	19,00,00,000	90,00,00,000	109,00,00,000

Paid up Share Capital

The Paid up Share Capital of the Company as on 31^st March, 2023 is Rs. 18,68,12,620 (Rupees Eighteen Crore Sixty Eight Lakhs Twelve Thousand and Six Hundred Twenty Only) divided into 36,81,262 (Thirty Six Lakhs Eighty One Thousand Two Hundred Sixty Two Only ) Equity Shares of Rs. 10 each and 15,00,000 (Fifteen Lakhs) 10% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100/-(Rupees Hundred Only) each.

Post 31^st March 2023 and till the date of this report, the Board of Directors in their Board Meeting held on 29^th June, 2023 have allotted the 0.01% Non-Cumulative, Non-Convertible Redeemable Preference Shares of Rs. 100 each aggregating to Rs. 90,00,00,000 (Rupee Ninety Crore only) by conversion of Loan into Preference Shares .

Pursuant to the said allotment, the issued, subscribed and paid up Share Capital of the Company has been increase in the following manner:

Particulars	Issued, Subscribed and Paid up Share Capital Before 29.06.2023 (in Rs.)	Shares Alloted on 29.06.2023 (in Rs.)	Issued, Subscribed and Paid up Share Capital After 29.06.2023 (in Rs.)
Equity Share Capital	3,68,12,620	NIL	3,68,12,620
of Rs. 10 each
10% Non-Cumulative	15,00,00,000	NIL	15,00,00,000
Non-Convertible Redeemable
Preference Shares of Rs. 100 each
0.01% Non-Cumulative	NIL	90,00,00,000	90,00,00,000
Non-Convertible Redeemable
Preference Shares of Rs. 100 each
Total (in Rs.)	18,68,12,620	90,00,00,000	108,68,12,620

8. EXTENSION OF THE PERIOD OF 10% NON-CUMULATIVE, NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES

During the Financial year 2022-2023, there is variation in the term of 15,00,000 preference Shares, pursuant to approval accorded in the Extra-Ordinary General meeting held on 07^th February, 2023, to the extent as mentioned below:

1. Extension of the Period of Redemption of Preference shares by a period of Eleven years as mentioned in the following manner :

2. Adding put and call option, exercisable after five years.

Particular of Preference Shares	Date of Allotment	Original date of redemption	Extended Date of redemption
15,00,000, 10% Non-Cumulative,	31.03.2014	30.03.2023	30.03.2034
Non-Convertible Redeemable Preference shares of Rs. 100/- each fully paid up

9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANY

The Company has no Subsidiary, Joint venture or Associate Company and accordingly Form AOC-1 i.e. a statement containing salient features of the financial statements of Subsidiaries/Associate Company/Joint Ventures pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014 is not required to be attached.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on the date of the report, the Board of Directors of the Company comprises of total Four (4) directors. The Composition of the Board of Directors is as under:

S.no.	Name of the Director	Designation	Date of appointment
1	Mr. Mahesh Kumar Sharma (DIN:07504637)	Whole Time Director	07/05/2016
2	Mr. Umesh Kumar Shukla	Non Executive Independent	10/08/2022
	(DIN: 00180433)	Director
3	Ms. Babika Goel	Non Executive Independent	14/02/2015
	(DIN: 07060202)	Director
4	Mr. Keshav Sharma	Non Executive Non-	30/05/2019
	(DIN:08275228)	Independent Director

During the financial year under review, Mr. Vijay Sharma (DIN: 08161059) resigned from the post of Non Executive Independent Director w.e.f 09.08.2022 and Mr. Umesh Kumar Shukla (DIN: 00180433) who was appointed as Additional Directors under the provision of the Company Act, 2013 on 10.08.2022, was appointed as Directors in the category of Non Executive Independent Director by the members of the Company in the Annual General Meeting held on 28.09.2022 .

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Keshav Sharma (DIN: 08275228), Director of the Company liable to retires by rotation at the forthcoming 40th Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing 40th Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) & 203 of the Companies Act, 2013, during the Financial year 2022-2023, the Key Managerial Personnel (KMPs) of the Company are:-

1. Mr. Mahesh Kumar Sharma (DIN:07504637)- Whole Time Director & Chief Financial Officer

2. Ms. Priya (M.NO. A43972) Company Secretary (KMP ) and Compliance officer

However, Ms. Priya (M.NO. A43972), Company Secretary (KMP) and Compliance officer of the Company has resigned w.e.f 30.06.2023 and Ms. Rinkal (M.No. A55732) has been appointed as Company Secretary (KMP) and Compliance Officer of the Company w.e.f 01.07.2023.

11. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE

COMPANIES ACT, 2013

The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. During the FY 2022-23 separate meeting exclusively of Independent Directors was held on 30^th May 2022.

12. NUMBER OF MEETING OF THE BOARD OF DIRECTORS

During the financial period 2022-23, the Board of Directors met Five (5) times, the details of which are as under.

S.No	Board meeting Dates	Total Strength of the Board	No. of Directors Present
1	30.05.2022	4	4
2	10.08.2022	4	4
3	11.11.2022	4	4
4	05.01.2023	4	4
5	13.02.2023	4	4

The Board of Directors met at Regular Intervals to transact business and the gap between two meetings was not exceeding one hundred and twenty days.

The Company has complied with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to the Board Meetings. Attendance of Directors at Board Meetings during the F.Y 2022-2023 are as under:

Name of the Directors	No of Board Meetings held	No of Board Meetings
		Attended
Mr. Mahesh Kumar Sharma	5	5
(DIN:00180433)
Mr. Umesh Kumar Shukla	5	4*
(DIN: 07504637)
Mr. Vijay Sharma	5	1#
(DIN: 08161059)
Ms. Babika Goel	5	5
(DIN: 07060202)
Mr. Keshav Sharma	5	5
(DIN:08275228)

* Mr. Umesh Kumar Shukla appointed w.e.f 10.08.2022 ^#Mr. Vijay Sharma resigned w.e.f 09.08.2022

13. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a. Audit Committee

Your Directors have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014. The members of the Committee as on 31.03.2023 are as follows:

1. Ms. Babika Goel (Non-Executive Independent Director) -Chairman

2. Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) Member*

3. Mr. Keshav Sharma (Non-Executive Non-Independent Director) Member

4. Mr. Vijay Sharma (Non-Executive, Independent Director) Member^#

*Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) appointed w.e.f 10.08.2022 ^#Mr. Vijay Sharma (Non-Executive, Independent Director) resigned w.e.f 09.08.2022

Five (5) meetings of the Audit Committee were held during the period ended 31^st March, 2023 on 30.05.2022, 10.08.2022, 11.11.2022, 05.01.2023, 13.02.2023

b. Nomination and Remuneration Committee

Your directors have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee consists of following members:

1. Ms. Babika Goel (Non-Executive Independent Director) -Chairman

2. Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) Member*

3. Mr. Keshav Sharma (Non-Executive Non-Independent Director) Member

4. Mr. Vijay Sharma (Non-Executive Independent Director) Member^#

*Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) appointed w.e.f 10.08.2022 ^#Mr. Vijay Sharma (Non-Executive, Independent Director) resigned w.e.f 09.08.2022

Two (2) meetings of the Nomination and Remuneration Committee were held during the period ended 31^st March, 2023 on 30.05.2022 and 10.08.2022

c. Stakeholders Relationship Committee

Your Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013. The Committee consists of following members:

1. Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) Chairman*

2. Ms. Babika Goel (Non-Executive Independent Director) -Member

3. Mr. Keshav Sharma (Non-Executive Non-Independent Director) Member

4. Mr. Vijay Sharma (Non-Executive, Independent Director) Chairman ^#

*Mr. Umesh Kumar Shukla (Non-Executive, Independent Director) appointed w.e.f 10.08.2022 as Chairman of the Committee. ^#Mr. Vijay Sharma (Non-Executive, Independent Director) resigned w.e.f 09.08.2022 as Chairman of the Committee.

Three (3) meetings of the Stakeholders Relationship Committee were held during the period ended 31^st March, 2023 on 30.05.2022, 10.08.2022 and 13.02.2023

d. Executive Committee:

The Executive Committee was formed to deal with urgent matters requiring immediate action of the Board of Directors before a meeting of the Board could be convened. The Minutes of the Executive Committee are placed before the Board for their review and noting in the next Board Meeting. The Committee consist of following members: 1. Mr. Keshav Sharma, Chairman 2. Ms. Babika Goel, Member

During the year under review, no meeting of the Executive committee took place.

e. Finance Committee:

The Finance Committee was formed for the purpose of looking on the matters related with finance and to further make recommendation to the Board regarding such matters. The Committee consist of following members: 1. Mr. Mahesh Kumar Sharma, Whole-time Director, Chairman 2. Mr. Umesh Kumar Shukla, Independent Director as its member. During the year under review, one meeting of Finance Committee Meeting was held on 22.09.2022.

14. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF

INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually, including independent directors as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees formed under the Companies Act, 2013. A set of evaluation factors was prepared after taking into consideration inputs received from the

Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. Schedule IV to the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board, excluding the director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

The performance evaluation criteria for Independent Directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgment. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation the directors who are subject to evaluation had not participated.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. Further, there have been no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

During the F.Y 2022-2023, There are no particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014, hence no disclosure in Form AOC-2 in terms of Section 134(3) (h) read with Section 188(2) of the Companies Act, 2013 is required to annex with this report. The Company has formulated a policy on dealing with Related Party Transactions. The Policy is available on the website of the company at http://www.monnetgroup.com/MIL-code-policy.php

(For Further information, please refer Note No. 22 to the Financial Statements of the Company for F.Y 2022-23).

16. DIRECTORS RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3) (c), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors and confirm as under:

a) In preparation of Annual Accounts for the financial year ended 31^st March, 2023in the applicable Indian Accounting Standards (Ind "AS") and Schedule III of Companies Act, 2013 had been followed and there are no material departures from the same;

b) The directors had selected such accounting policies and applied 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 31^st March, 2023and of the profit and loss of the Company for the Financial Year ended 31^st March, 2023.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the financial year ended 31st March, 2023have been prepared on going concern basis;

e) The Directors had laid down internal financial controls and same were followed by the Company and that such financial controls were adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of the all applicable laws and that such systems were adequate and operating effectively.

17. INTERNAL CONTROLS SYSTEMS AND ITS ADEQUACY

The internal control system is an integral part of the general organizational structure of the Company. The system is highly structured and totally in sync with the size and nature of its business. This process is aimed at pursuing the values of both procedural and substantial fairness, transparency and accountability. The internal control system is basically a set of rules, regulations, policies which allows enhanced monitoring. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

18. AUDITORS

i) Statutory Auditor

The Board of Directors and Members of the Company at its previous Annual General Meeting held on 28.09.2022 has, approved the appointment of M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) as the Statutory Auditors of the Company for a term of 5 (five) years commencing from the conclusion of the 39th AGM till the conclusion of the 44th AGM. Comments/Qualifications of the Statutory Auditors in their report and the notes forming part of the Accounts are self-explanatory. Management representations to these qualifications/comments are as follows:

Basis for Qualified Opinion in the Audit Report on Financial Statement and Comments of Management thereon- During the year, the Company has no major business activities and in view of continued liquidity constraints the Company has sought waiver of interest on unsecured short term loans. In view of aforesaid, no provision has been made towards interest on such loans. Had the interest been provided, loss for the year would have been higher by Rs. 1267.80 Lakhs (Previous year Rs. 1152.55 Lakhs) (based on prevailing terms and conditions of lending) with a corresponding accumulated increase in borrowings by Rs. 4945.85 Lakhs. Furthermore, such loan balances are subject to confirmation of balance from the lenders. (refer note no. 26 b of the Financial Statement F.Y 2022-2023 )

Management Response:

The Company has availed short term loans which became due during the year. The Company is facing liquidity constraints and is unable to pay its loans and interest thereon. The Company has requested for waiver of interest and deferment of Loan repayment. Further, the Company has given the option to the lenders for the conversion of such Loan into preference shares. In this regard, the Board of Directors has approved the conversion of loan into Preference shares and obtained the approval of the shareholders in the Extra-ordinary General Meeting held on 07^th Feb, 2023. The Company is in discussion with the lenders for conversion of loan into Preference shares.

ii)Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900), Practicing Company Secretaries, New Delhi, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for Financial Year 2022-23. The Report of Secretarial Auditor (Form MR-3) for the Financial Year2022-23 is annexed to the report as Annexure 1.

The Secretarial Audit Report for the financial year ended March 31, 2023 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013

However the Board of Director in its Board Meeting held on 11^th August, 2023 has re-appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900), Practicing Company Secretaries, New Delhi, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for Financial Year 2023-24 . iii) Internal Auditor

Pursuant to Section 138 of Companies Act, 2013, the Company had appointed M/s VGG & Co. Chartered Accountants (Firm Registration No.: 031985N), as Internal Auditors of the Company in its Board Meeting held on 10^th August, 2022 for the Financial Year 2022-23. However the Board of Director in its Board Meeting held on 11^th August, 2023 has re-appointed M/s VGG & Co. ,Chartered Accountants (Firm Registration No.: 031985N) as Internal Auditors of the Company for the Financial Year 2023-2024.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company, at present, does not fall in any of the criteria(s) as provided under section 135 of the Companies Act, 2013 and Rules made there under. Hence the provisions of Corporate Social Responsibility are not applicable on the Company.

20. LISTING OF SHARES

The Companys Equity Shares are presently listed at BSE Limited (Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001 Website: www.bseindia.com). The Annual Listing Fees for the Financial Year 2022-23 has been paid to BSE Limited.

The Equity Shares of the Company has the electronic connectivity under ISIN No.INE407E01029. To provide service to the Shareholders, the Company has appointed M/s. MCS Share Transfer Agent Limited , F-65, 1ST Floor, Okhla Industrial Area, Phase-I, New Delhi-110020 as Registrar and Transfer Agent of the Company for Electronic Connectivity with NSDL and CDSL .The Company has made application to The Calcutta Stock Exchange Ltd. (7, Lyons Range, Kolkata-700001) for delisting of its equity shares.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed analysis of your Companys performance is discussed in the Management Discussion and Analysis Report as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms part of this Annual Report as Annexure-2

22. RISK MANAGEMENT POLICY

Your Companys Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The framework also defines the risk management approach across the enterprise at various levels. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

The internal audit team periodically visits the divisions and carries out audit. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.

23. DISCLOSURES

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts or Tribunals which would impact the going concern status of the Company and its future operations.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH

ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

25. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT

During the year under review, the company has not filed any application with the tribunal for revision of financial statements or board report in any of the three preceding financial years.

26. STOCK OPTIONS SCHEME

The Company does not have any Scheme of Stock Option for its employees, Directors etc.

27. DISCLOSURE UNDER SECTION 43(A)(II) AND SECTION 54(1)(D) OF THE COMPANIES ACT,

2013

During the year under review, the Company has not issued any shares with differential voting rights and sweat equity shares and hence, no information as required under Section 43(a)(ii) & Section 54(1)(d) of the Companies Act, 2013 read with applicable rules is required to be disclosed.

28. COPY OF ANNUAL RETURN

As required pursuant to Section 92(3) and 134 (3) (a) of the Companies Act,2013, the Annual Return of the Company for the F.Y 2022-23 is available on the website of the Company at http://www.monnetgroup.com/extract-of-annual-returns-2023.php

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2022-2023, There are no Loan, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 .

(Please refer Note No. 4 to the Financial Statements of the Company for F.Y 2022-23 for the investment as on 31.03.2023).

30. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration as well as policy on other employees remuneration. The Brief terms of policy is stated on the website of the Company http://www.monnetgroup.com/MIL-code-policy.php

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy establishing a vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail such mechanism and also provide for direct access to the Chairman of the Audit Committee. The same has also been displayed on the website of the Company and the link for the same is http://www.monnetgroup.com/MIL-code-policy.php

32. COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Accounts) Amendment Rules, 2018 which came into effect on 31st July, 2018.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender Protection, Prevention of Sexual Harassment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, apprenticeship) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year under review- ? No. of complaints received: Nil ? No. of complaints disposed off :Nil ? Cases pending for more than 90 days; Nil ? No. of workshops and awareness programmes conduced in the year; Nil ? Nature of action by employer or District Officer, if any Nil

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-3.

35. SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There is no such proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year ended March 31st, 2023.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the Financial Year ended March 31^st, 2023.

38. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Whole time Director & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING

AND OUTGO

The Company is not engaged in any business during the year. Therefore, there is nothing to be reported with respect to conservation of energy, technology absorption and foreign exchange as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange earned in terms of actual inflows during the year: NIL Foreign Exchange outgo during the year in terms of actual outflows: NIL

40. DISCLOSURE REQUIRED UNDER SECTION 134(3)(e)

The Board has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities of directors required by the directors for the effective functioning of the Board. The Nomination and Remuneration Committee recommends remuneration of the Directors, subject to overall limits set under the Act, as outlined in the Remuneration Policy.

41. CAUTIONARY NOTE

Certain Statements in the Board Report may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking Statement that involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed.

The discussion and analysis should be read in conjunction with the Companys Financial Statements and notes on accounts.

42. ACKNOWLEDGEMENT

Your Directors take this opportunity to offer their sincere thanks to the various Departments of the Central and State Government, Financial Institutions, Bankers to the Company, all Customers, Suppliers and contractors for their continued valued assistance and support. Your Directors also wish to place on record their appreciation for dedicated services rendered by all officers, staff and workers of the Company at all levels.