| Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Accounts of your Company for the year ended
31st March 2015.
1. FINANCIAL HIGHLIGHTS
The financial results of the Company for the period ended 31st March
2015 is summarized as below:
(Rs. In Lakhs)
Year ended Year ended
Description 31.03.2015 31.03.2014
Income from Operations - 11.12
Non-operating Income - 20.14
Total Income - 31.26
Expenditure 36.80 84.65
Gross Profit /(Loss) (before depreciation,
Finance Costs and tax) (36.80) (53.39)
Finance Costs 0.04 -
Depreciation 59.99 43.96
Profit / (Loss) before Tax (87.63) (97.35)
Provision for Income Tax (7.91) 1.67
Profit / (Loss) after Tax (80.18) (99.02)
Brought Forward Profit - 1147.16
Balance Carried to Balance Sheet - 1048.14
2. BUSINESS OPERATIONS OVERVIEW AND FUTURE PROSPECTS
There is no income for the company in this year compared to 11.12 lacs
in the previous year. The general market conditions and high input cost
is the main reason for such fall in the turnover. Your Company
envisages in taking up diversified projects. Owing to adverse market
conditions, your Company has not taken up any new contract during the
period of review. However, the Company has utilised the assets and
equipments by giving them on hire. Your Company is willing to execute
the engineering, procurement and construction (EPC) and operation and
management (O&M) aspects. In near future, MPIL will develop a rich,
in-house expertise in both EPC and O&M verticals. This experience helps
the Company to manage the entire tolling and maintenance functions
during operations phase. Further, the Board is taking up steps to take
up more projects in near future.
3. DIVIDEND
Due to losses incurred by the company, your Board do not recommend any
dividend for the year under review.
4. SUBSIDIARY COMPANIES
Your Company does not have any subsidiary Companies.
5. FIXED DEPOSITS
During the year, your Company has not accepted any deposits from the
public.
6. DIRECTORS
Mr. G.Srinivasa Reddy, Director retires at this Meeting and being
eligible offers himself for reappointment.
Mr. Abdul Hakeem, Director has resigned from the Directorship of the
Company w.e.f. 30th April 2015. The Board placed on record its
appreciation for the services provided by him during the tenure of his
office as Director of the Company.
Pursuant to Section 161(1) of the Companies Act, 2013 and Articles of
Association of the company, Mr. S Chandrashekaran who was appointed as
an Additional Director (Non Executive - Independent) of the company
w.e.f 30.09.2014 and who holds office upto the ensuing Annual General
Meeting and in respect of whom the company has received requisite
notice under section 160 of Companies Act 2013 in writing from a member
proposing Mr. S Chandrashekaran as director of the company be and is
hereby appointed as independent director of the company to hold office
for period of 5 years.
As per Section 149(10) of the Companies Act, 2013 the Independent
Director shall hold office for a term up to five consecutive years on
the Board of a company, but shall be eligible for reappointment by
passing of special resolution in the company and disclosure of such
appointment shall be made in the Board's report. However they shall not
be considered for director liable to retire by rotation.
In pursuant to the provisions of the Act and Listing Agreement Mrs.
Jayashri Samal, BA. LLB., has been appointed as a Woman Director w.e.f
20.03.2015 and her appointment will be regularized at the ensuing
Annual General Meeting subject to the approval of the shareholders.
7. MEETINGS
During the year under review, the Board of Directors met 5 times. In
accordance with the provisions of the Companies Act, 2013, a separate
meeting of the Independent Directors of the Company was held on
February 12, 2015.
8. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134 (3) (p) read with Articles
VII and VIII of Schedule IV of the Companies Act, 2013, the Board is of
opinion that a system for performance evaluation of itself and its
committees would be established very soon. As contemplated by the Act,
the independent directors at a meeting conducted a review of the
performance of the Chairman after taking into account the views of the
non-executive members of the Board.
9. AUDIT RELATED MATTERS
A. AUDITORS
M/s. K Ramkumar & Co., Chartered Accountants, Chennai, Statutory
Auditors of the Company retires at the ensuing Annual General Meeting
and offer themselves for re-appointment from the conclusion of the
ensuing Annual General Meeting till the conclusion of the next Annual
General Meeting held thereafter as per the provisions of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
subject to ratification of the appointment by the members at every AGM
held after the ensuing AGM. The Company has received their Consent
Letter to the effect that their re-appointment if made, would be within
the prescribed limits under Section 141(3)(g) of the Companies Act,
2013.
B. SECRETARIAL AUDITOR
The Board had appointed M/s Satyaki Praharaj & Associates, Company
Secretaries in Whole-time Practice to carry out the Secretarial Audit
under the provisions of section 204 of the Companies Act, 2013 and the
Rules made thereunder. The report of the Secretarial Auditor is
enclosed to this report as Annexure A.
10. POLICY AND OTHER MATTERS
A. DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations
from all the Independent Directors confirming that they fulfill the
criteria of independence as specified in Section 149(6) of the
Companies Act, 2013.
B. EXTRACT OF ANNUAL RETURN
In terms of Section 134 of the Companies Act, 2013 read with Rules
12(1) of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return of the Company for the financial year
2014-15 is provided in Annexure B to this report.
C. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of the Listing Agreement, the
Management Discussion and Analysis Report titled as Management Report
is presented in a separate section of the Annual Report.
D. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not taken any loan from Banks & Financial Institutions
etc..
E. RELATED PARTY TRANSACTIONS
The company does not have Subsidiary Companies and it has not entered
any related party transactions with Group Companies.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, in relation to the audited financial statements of the Company
for the year ended March 31, 2015, Your Directors hereby confirmed
that;
i) In the preparation of the Annual Accounts for the financial year
ended 31st March 2015, the applicable accounting standards has been
followed and there were no material departures;
ii) They 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
account of the Company for the year under review;
iii) They have taken proper and sufficient care to the best of their
knowledge and ability 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;
iv) They have prepared Annual Accounts for the financial year ended
31st March 2015 on a "going concern basis".
v) They had devised proper systems, internal financial controls to be
followed by your Company and that such internal financial controls are
adequate and have been operating effectively.
vi) The systems to ensure compliance with the provisions of all
applicable laws are in place and were adequate and operating
effectively.
Reply to the Observation of the Auditor made in Auditors' Report
In respect of the Auditors' observation in para iv of the Annexure to
the Auditors' Report with regard to internal audit system, the Company
due to financial constraints could not appoint an Internal Auditor.
However, in the management perspective, the procedures and methods
followed and the inspections carried out by the management at regular
intervals.
Point 7(a) of Annexure to the Auditors' report:
The delay in the payment of Provident fund, Income Tax, and other
statutory dues were due to lower cash inflows from the existing
projects and the company is arranging to make the payments shortly.
Reply to the observations made in Secretarial Auditor Report
a) The Company has filed the DIR-12 with Registrar of Companies upon
her appointment and communicated the same to the stock exchange.
b) The Company will appoint Key Managerial Persons shortly.
c) The Company will file the Annual Financial Statements for the
Financial Year 2013-2014 with Registrar of Companies shortly.
12. PARTICULARS OF EMPLOYEES
During the year, none of the employees of the Company were in receipt
of remuneration, which in aggregate exceeded the limits fixed under as
prescribed in the Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The prescribed
particulars of Employees as required under Section 197 (12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the year 2014-15 is not required
to annexed to the Directors report as no directors are in receipt of
any remuneration from the company.
13. INDUSTRIAL RELATIONS
During the year, there was no increase in manpower due to the adverse
market condition and slowdown in company's business.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS
Your Company has taken adequate measures to conserve energy and the
Company believes that productivity from all its workforces can be
achieved with interface of latest technology.
Your Company is not an industrial undertaking in terms of Section
134(3)(m) of the Companies Act, 2013 read along with Companies Rule
8(3) of the Companies (Accounts) Rules, 2014 and hence, particulars
regarding conservation of energy, technology absorption and adaptation
are not applicable and hence the same are not provided.
There are no Foreign Exchange earnings or outgo during the financial
year 2014-15.
15. THE MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report for the year ended under
review, as stipulated under Clause 49 of the Listing Agreements is
presented in a separate section forming part of the Directors Report.
16. CORPORATE GOVERNANCE
Your Directors adhere to the requirements set out by the Securities
Exchange Board of India's, Corporate Governance practices and have
implemented all the stipulations prescribed. Report on Corporate
Governance as per Clause 49 of the Listing Agreement has been provided
in a separate section forming part of the Directors Report.
17. VIGIL MECHANISM
The Company has established a vigil mechanism to promote ethical
behaviour in all its business activities and has in place a mechanism
for employees to report any genuine grievances, illegal, unethical
behaviour, suspected fraud or violation of laws, rules and regulation
or conduct to the Chief Vigilance Officer and the Audit Committee of
the Board of Directors. The Policy also provides for adequate
protection to the whistle blower against victimization or
discriminatory practices.
18. ACKNOWLEDGEMENT
a) Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders - Clients, Financial
Institutions, Banks, Central and State Governments, the Company's
valued investors and all other business partners for their continued
cooperation and excellent support received during the year.
b) Currently, Infrastructure/Real Estate Market is facing hurdles due
to various reasons which also have an impact on our company. Complying
to the payments and maintenance of records under Labour laws is the top
most priority of our Company. Based on the stabilization of the Cash
flow, the payments will be streamlined
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to
its progress.
For and on behalf of the Board of Directors
G Srinivasa Reddy S. Chandrashekaran
Director Director
Place: Chennai
Date: 30th May 2015
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