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Melstar Infotech Directors Report, Melstar Info Reports by Directors
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Melstar Infotech

BSE: 532307|NSE: MELSTAR|ISIN: INE817A01019|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '15    Mar 14
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 annexureii.
 
 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
Source : Dion Global Solutions Limited
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