| The Directors have pleasure in presenting the 28th annual report along
with Audited Financial Statements for the year ended 31st March, 2015.
1. FINANCIAL RESULTS:
(Rs. in Lakhs)
2014-15 2013-14
Net Sales/ Income from Operations 2,236 1,823
Other Operating Income 20 37
Operating Profit (Loss) before
interest and Depreciation (PBIDTA) 141 (132)
Finance costs 137 92
Depreciation 71 82
Operating (Loss) before tax (67) (307)
Other Income, net 81 73
Net Profit (Loss) before tax
and Exceptional Item 13 (233)
Exceptional Item (179) -
Net (Loss) before tax and
after Exceptional Item (165) (233)
Provision for taxation - (7)
Net (Loss) after tax (165) (241)
Deficit Brought Forward
From Previous Year (467) (226)
Less : Adjustment relating to
Fixed Assets on application of
Schedule
II of the Companies Act, 2013 (28) -
Balance carried to Balance Sheet (660) (467)
Face value of Equity
Shares (in Rupees) 10 10
EPS - Basic and Diluted (Before
Exceptional Item) ( in Rupees) 0.09 (1.68)
EPS - Basic and Diluted (After
Exceptional Item) ( in Rupees) (1.16) (1.68)
Book value per Share (in Rupees) 5.45 6.81
2. OPERATIONS:
The total sales of the Company for the financial year ended on 31st
March, 2015 were Rs.2236 Lakhs as against Rs.1823 Lakhs during the last
financial year ended on 31st March, 2014. Similarly the net Profit/
Loss before tax and Exceptional Item during the year was Rs. 13 Lakhs
Profit and Rs.233 Lakhs Loss in the previous year.
The increase in sales and Profit before tax and Exceptional item is on
account of extending the market coverage by adding new customers,
strengthening current business engagements with existing customers,
addition in business/ service offerings such as Application Management
System (AMS), Full Time Employment (FTE) and the cost reduction
measures undertaken during the year.
The Consolidated Group sales stood at Rs.2236 Lakhs against Rs.1860
Lakhs during the preceding year. The net Profit/Loss before tax and
Exceptional Item during the year was Rs. 12 Lakhs Profit as against
Rs.236 Lakhs Loss in the previous year.
3. DIVIDEND:
In view of the current year loss and carried forward losses the
Directors regret their inability to recommend any dividend to the
Equity Shareholders of the Company for the year under review.
4. SUBSIDIARY COMPANY
As on 31st March, 2015 the Company has only one wholly-owned foreign
subsidiary, viz. Mel star Inc., in U.S.A.
The operations of Mel star Inc. on standalone basis for the year under
review are as under:
2014-15 2013-14
Particulars Foreign
currency Indian Rs. Foreign currency Indian Rs.
Revenue Nil Nil US$ 64,680 Rs. 39 Lakhs
Profit
After Tax (US$ 1274) (Rs. 0.80
Lakhs) US$ 288 Rs. 0.17
Lakhs
Considering the present IT and ITES(IT enabled services) at USA and
taking into the consideration all the related and relevant factors the
Board of Director is contemplating to close the operation of the branch
as well as the subsidiary.
The Company have placed separate audited accounts in respect of its
subsidiary on its website and also provides a separate audited
financial statement in respect of the above named subsidiary, to any
shareholder of the company who ask for it.
5. FINANCIAL STATEMENTS OF SUBSIDIARY
A report on the performance and financial position of a subsidiary as
per the Companies Act, 2013 is provided as annexure-a to the
consolidated financial statement and hence not repeated here for the
sake of brevity.
6. EVENT SUSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No major event has occurred subsequent to the date of Financial
Statements.
7. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of Business during the year under the
review.
8. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances
of fraud and mismanagement, if any. The details of the Policy are given
in the Corporate Governance Report and the Policy is posted on the
Company's website.
9. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange(s) forms part of the Annual
Report. Certificate from the Auditors of the Company confirming
compliance of conditions of Corporate Governance as stipulated under
the aforesaid clause 49 forms part of the Annual Report.
10. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return as provided under Section 92(3) of the
Companies Act, 2013 in Form MGt-9 is annexed herewith as annexure I to
this Report.
11. NUMBER OF BOARD MEETING:
The Board of Directors met 6 (six) times in the year, the details of
which are provided in the Corporate Governance Report.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
13. RELATED PARTY TRANSACTIONS:
No transactions were entered with related party during the year under
review. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel
or other related parties which may have a potential confect with the
interest of the Company at large. All related party transactions for
the year are placed before the Audit Committee as well as before the
Board for approval. The transactions entered into with related parties
are reviewed on a quarterly basis by the Audit Committee. The policy on
Related Party Transactions as approved by the Audit Committee and Board
is uploaded on the Company's website at the link
http://www.melstar.com/ policy-on-related-party-transaction.html. The
detail of the transactions with Related Parties to be provided in form
aOc-2 is annexed herewith as annexure-ii.
14. RISK MANAGEMENT:
In line with the regulatory requirements, the Company has framed a Risk
Management Policy to identify and access the key business risk areas
and a risk mitigation process. A detailed exercise is being carried out
at regular intervals to identify, evaluate, manage and monitor all
business risks. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly
defend framework.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:
There are no significant and material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
16. INTERNAL CONTROL SYSTEM:
Your Company has adequate system of internal controls to ensure that
all the assets are safeguarded and are productive. Necessary checks and
controls are in place to ensure that transactions are properly
verified, adequately authorized, correctly recorded and properly
reported. The Internal Auditors of the Company conducts Audit of
various departments to ensure that internal controls are in place and
submits for each quarter reports to the Audit Committee. The Audit
Committee regularly reviews these Reports and when needed takes
corrective actions.
17. HUMAN RESOURCES:
Your Company treats its human resources as its important asset and
believes in its contribution to the all round growth of your Company.
Your Company takes steps, from time to time, to upgrade and enhance the
quality of this asset and strives to maintain it in agile and
responsive form. Your Company is an equal opportunity employer and
practices fair employment policies. Your Company is confident that its
Human Capital will effectively contribute to the long term value
enhancement of the organization.
Your Directors further state that during the year under review, there
were no cases fled pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
18. PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY:
The Company does not have any Joint Venture with any person or an
associate Company as defend under Section 2(6) of the Companies Act,
2013 ('the Act')
19. FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed
deposits and there were no unclaimed deposits or interest thereon as on
31st March, 2015.
20. DIRECTORS:
Confirmation of Appointment:
Mr. Laxmi Daga was appointed as Additional Director w.e.f. 05.01.2015
and resigned from conclusion of the Board Meeting held on 14.08.2015.
The Board places on record, its appreciation of invaluable contribution
and guidance provided by him during his tenure as a Director of the
Company.
Mrs. Kirti Tripathi was appointed as Additional Director w.e.f.
30.03.2015.
Mr Vedant Birla was appointed as an Additional Director w.e.f.
11.03.2015. Due to the personal reasons, he resigned w.e.f. 06.05.2015
Mr. Ashish Mahendrakar and Mr. Rakesh Kumar Dixit were appointed as
Additional Director w.e.f. 01.07.2015
The Company has received notice in writing from member proposing the
candidature of Mr. Ashish Mahendrakar and Mr. Rakesh Kumar Dixit as an
Independent and Non-Executive Director of the company and Mrs. Kirti
Tripathi as Non-Executive Director.
Brief resume of the Directors proposed to be appointed, nature of their
expertise in specific functional areas and names of the Companies in
which they hold the directorship and membership/chairmanship of
committees of the Board, as well as their shareholding as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Report on Corporate Governance forming part of the Annual
Report.
Declaration from Independent Directors:
As per the provisions of Companies Act, 2013, the independent directors
of the Company to be appointed by the members for a term up to five
years, and no independent director shall be liable to retire by
rotation.
Further Mr. Ashish Ramesh Mahendrakar and Mr. Rakesh Kumar Dixit have
given declaration to the Company under Section 149(6) of the Companies
Act, 2013, that they qualify the criteria of independence mentioned
under that sub-section. Accordingly it is proposed to appoint above
referred 2(two) directors as an Independent Directors not liable to
retire by rotation for a term of five years from the ensuing Annual
General Meeting.
Criteria for appointment of Independent Directors
The Independent Directors shall be of high integrity with relevant
expertise and experience with Directors having expertise in the fields
of manufacturing, marketing, finance, law, governance and general
management, so as to have a diverse Board.
Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior
Management Employees, details of the same are given in the Corporate
Governance Report.
21. DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) of the Companies Act, 2013, your
Directors confirm as under:- i) that in the preparation of the accounts
for the financial year ended 31st March 2015, 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 were
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 of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
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 Directors have prepared the accounts for the financial
year on going concern basis.
v) the Directors have laid down internal financial controls, which are
adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
22. ANNUAL EVALUATION:
The performance of Board of Directors and the Committees constituted by
the Board and the Individual Directors has been evaluated during the
Financial Year ended 31st March, 2015.
23. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details 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 are provided as per annexure - iii.
The information required pursuant to Section 197(12) of the Companies
Act, 2013, read with rule 5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 - Nil.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Information pursuant to Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given
in annexure -iv to this report.
25. AUDITORS:
i) statutory auditors:
The Auditors, M/s. Jai Prakash Upadhayay & Co., Chartered Accountants,
Mumbai retire at this Annual General Meeting and being eligible, offer
themselves for reappointment.
ii) Secretarial Auditors:
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Company Secretary in Practice is enclosed in form Mr-3 as
a part of this report annexure-v.
iii) cost auditors:
Cost Audit is not applicable to the Company.
26. PURCHASE OF SHARES OF THE COMPANY:
The Company does not give any loan, guarantee or security, or any
financial assistance to the employees of the Company for the purpose of
purchase or subscription for any shares of the Company or its holding
Company pursuant to Section 67(2) of the Companies Act, 2013.
27. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The provisions of Section 135 of the Companies Act, 2013 are not
presently applicable to the Company.
28. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The Company has not issued any shares with differential Voting Rights
pursuant to the provisions of Rule 4 of the Companies (Share Capital
and Debenture) Rules, 2014.
29. ISSUE OF SWEAT EQUITY SHARES:
During the year under review, the Company has not issued any sweat
equity shares to any of its employees, pursuant to the provisions of
Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.
30. EMPLOYEE STOCK OPTION:
The Company does not have any Employee Stock Option Scheme for its
employees.
31. APPRECIATION:
Your Company is grateful for the continued co-operation and support
extended to it by the Government and Semi-Government Authorities,
Shareholders, Financial Institutions and Banks. Your Directors also
express their warm appreciation for the dedicated and sincere services
rendered by the Employees of the Company.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Ashish Mahendrakar Rakesh Kumar dixit
Director Director
Place : Mumbai
Dated : 14TH August, 2015
|