| Dear Members,
The Directors are delighted to present the 24th Annual Report on our
business and operations together with the Audited Financial Statements
for the year ended March 31, 2015.
Financial Results
Year Ended Year Ended
Particulars 31.03.2015 31.03.2014
(Rs. In Lacs] (Rs. In Lacs]
Total Income 405.86 500.77
Depreciation 33.22 29.13
Profit/fLoss) Before Taxes 200.50 225.11
Provision for Taxation 30.47 24.52
Net Profit/fLoss) After Tax 170.03 200.59
Net Profit/(Loss) Carried To Balance Sheet 170.03 200.59
Paid Up Share Capital (Face Value Rs. 314.07 314.07
10/- each fully paid up)
Finances
This year the Company registered income from operation around Rs.
405.86 Lacs as compared to last year of Rs. 500.77 Lacs and also
registered a net profit (after taxes) of Rs. 170.03 Lacs which is lower
than last year's profits of Rs. 200.59 Lacs (after taxes). There has
been decline in profit as well as sale as compare to previous year
because of decline in major services relating to search engine
optimization carried out by Company. However Company has already
starting diversifying to new technologies of mobile and web application
development. The Company has started further development of its web
portal and votral on various subjects.
Transfer to General Reserve
We propose to transfer 17.00 Lacs (10% of the standalone net profit of
the year) to the general reserve. An amount of 153.03 Lacs proposed to
be retained in surplus.
Share Capital
There have been no changes in the Authorized Share Capital, issued
subscribed and paid-up share capital during the year under review. The
authorized share capital was Rs. 3,30,00,000/- divided into 33,00,000
equity shares of Rs. 10/- each and the issued, subscribed and paid up
share capital remained Rs. 3,14,07,000/- divided into 31,40,700 equity
shares of Rs. 10/- each fully paid.
Corporate Governance
Your Company always places a major thrust on managing its affairs with
diligence, transparency, responsibility and accountability thereby
upholding the important dictum that an Organization's corporate
governance philosophy is directly linked to high performance.
The Company is committed to adopting and adhering to established
world-class corporate governance practices. The Company understands and
respects its fiduciary role and responsibility towards its stakeholders
and society at large and strives to serve their interests, resulting in
creation of value and wealth for ah its stakeholders.
The report on corporate governance and requisite certificate from
Auditors of the Company confirming compliance with the conditions of
Corporate Governance, as stipulated under Clause 49 of the listing
agreement with the Stock Exchanges, is attached herewith.
Your Company will continue to implement and adhere in letter and spirit
to the policies of good corporate governance.
Contracts & Arrangements with Related Parties
During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions except rent paid to Mr.
Mohnesh Kohli & relatives. The particulars of contracts or arrangements
with related parties referred to in sub-section (1) of Section 188 in
the prescribed Form AOC-2 are given in Annexure I.
Your Directors draw attention of the members to Note 34 to the
financial statements which sets out related party disclosures.
Directors & Key Managerial Personnel
* Previous Year at a Glance
* In the previous Financial Year 2013-14, the Company had appointed
two Independent Directors (Mr. Anil Kumar Goyal & Mr. Ajay Jagga) for a
term of up to two consecutive years on the Board of the Company.
* Further stated that Mr. Rajnesh Sharma, Director of the Company,
had been appointed as a Whole-Time Director of the Company pursuant to
Section 196, 197, Schedule V and other applicable provisions of
Companies Act, 2013, read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
* As per sub-section (13) of Section 149 and sub-section (2) of
Section 196 of the Companies Act, 2013, the provisions of retirement by
rotation do not apply to Independent Directors and to Whole Time
Directors respectively.
* Current Year Details
* The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchange.
* The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual directors
which includes criteria for performance evaluation of the non-executive
and executive directors.
* Pursuant to sub-section (6) of Section 152 of the Companies Act,
2013, not less than 2/3rd (Two-third) of the total number of Directors
(other than Independent & Whole Time Directors) shall be liable to
retire by rotation. In accordance with the provisions of the Act and
the Articles of Association of the Company, Ms. Aprajita Kohli,
Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible have offered herself for
re-appointment.
* The details of programmes for familiarisation of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the
website of the Company at the following link: http:
//www.megrisoft.com/Ddfs/fp-id.Ddf
* The following policies of the Company are attached herewith marked
as Annexure IIA and Annexure IIB:
a) Policy for selection of Directors and determining Directors
independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
* Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, a Company shall have at least
one Woman Director on the Board of the Company. Your Company has Ms.
Aprajita Kohli as Director on the Board of the Company since September
2009.
* Company Secretary/Chief Financial Officer
Pursuant to the provisions of Section 203 of the Companies Act, 2013
and other applicable provisions, the Company has appointed Ms. Ankita
Jain as the Company Secretary/Compliance Officer of the Company with
effect from December 04, 2014 and Mr. Rajnesh Sharma as the Chief
Financial Officer of the Company with effect from January 24, 2015.
Auditors & Auditors' Report
* Statutory Auditor
At the 23rd Annual General Meeting of the Company held on September 30,
2014, M/s K.K. Bassi & Associates, Chartered Accountants (FRN 005539N),
were appointed as Statutory Auditors of the Company to hold office from
the conclusion of this Annual General Meeting till the conclusion of
its 4th Annual General Meeting. In terms of the first proviso to
Section 139 of the Companies Act, 2013, the appointment of the Auditors
shah be placed for ratification at every Annual general Meeting.
Accordingly, the appointment of M/s K.K. Bassi & Associates, Chartered
Accountants, as Statutory Auditors of the Company, will be placed for
ratification by the shareholders. In this regard, the Company has
received a certificate from the Auditors to the effect that if they are
appointed, it would be in accordance with the provisions of Section 141
of the Companies Act, 2013.
The Notes on financial statement referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
* Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and ah other applicable provisions, the Board has appointed M/s Shweta
Jindal & Co., Chartered Accountants, Chandigarh (FRN 026490N), as the
Internal Auditor of the Company to conduct the Internal Audit
functions.
Further stated that the Audit Committee shah in consultation with the
Internal Auditor, formulate the scope, functioning, periodicity and
methodology for conducting the Internal Audit from time to time.
The Internal Auditor reports directly to the Audit Committee.
* Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and ah other applicable provisions, the Board has appointed M/s A.M. &
Associates., Company Secretaries (CP No. 9951), to undertake the
Secretarial Audit of the Company for F.Y. 2014-15.
The Report on Secretarial Audit forms a part of this Annual Report as
Annexure III. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Director's Responsibility Statement
In terms of provisions of Section 134(5) of the Companies Act, 2013,
("Act"), your Directors state that:
1. In the preparation of annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures, wherever applicable;
2. 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
of the Company for that period;
3. They have taken proper and sufficient care for the 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;
4. The annual accounts have been prepared on a going concern basis;
5. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
6. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Dividend
In order to strengthen the financial position of the Company, your
directors proposed to retain the profits for future growth & expansions
therefore do not recommend any dividend for the year.
Segment Reporting
Segment Reporting is not applicable for the Company.
Disclosures
* Audit Committee
The Audit Committee comprises Independent Directors namely Mr. Anil
Kumar Goyal (Chairman), Mr. Ajay Jagga and Mr. Mohnesh Kohli as other
members. All the recommendations made by the Audit Committee were
accepted by the Board. The Company Secretary acts as a Secretary to the
Committee also.
* Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a Whistleblower through an e-mail,
or dedicated telephone line or a letter to the Task Force or to the
Chairman of the Audit Committee.
The Vigil Mechanism/ Whistle Blower policy is available for view on the
Company's website at the following link: http;
//www.megrisoft.com/pdfs/wbp.pdf
* Meetings of the Board
Nine meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance Report of
this Annual Report.
* Particulars of Loans given, Investments made, Guarantees given and
Securities provided
The Company has not given any loans or made any investments or given
any guarantees or provided any securities to any person or body
corporate mentioned under Section 186 of the Companies Act, 2013.
* Public Deposits and Liquidity
We continue to be debt-free, and believe we maintain sufficient cash to
meet our strategic objectives. During FY 2014-15, your Company has not
accepted any deposits or raised any fresh equity from the public.
* Energy Conservation, Technology Adoption And Foreign Exchange Flows
Since the Company (Megri Soft Limited) is a Service Sector Company and
does not own any manufacturing facility, the other particulars in the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1998 are not applicable.
The particulars regarding foreign exchange earnings during the year of
Rs. 334.88 Lacs only (Previous Year Rs. 423.48 Lacs) and expenditure in
foreign currency is Rs. 49.28 Lacs only (Previous year 44.85 Lacs).
We operate in the internet/ information technology industry where new
developments happen on a continuous basis. We regularly evaluate these
developments & factor their suitability to us. Accordingly, research
and development of new services, designs, frameworks, processes and
methodologies continue to be of importance to us. This allows us to
enhance quality, productivity and customer satisfaction through
continuous improvements/inn ovation.
Your Company continues to use state-of-the-art technology for improving
the productivity and quality of its products and services. To create
adequate infrastructure, your Company continues to invest in the latest
hardware and software.
* Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure
IV to this Report.
* Particulars of the Employees
No employee of the Company is in receipt of remuneration in excess of
the limits prescribed under the provisions of Section 197(12) of the
Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
* General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Human Resources
Human resources play a key role in the performance of every
organization. Your Company strongly believes that it is the employees
who will make significant contribution to the success and growth of a
business. The employee relations remained steady and harmonious
throughout the year under review resulting in high level of
performance.
Employees are our vital and most valuable assets. We have created a
favorable work environment that encourages innovation and meritocracy.
We have also set up a scalable recruitment and human resources
management process, which enables us to attract and retain high caliber
employees.
Green Initiatives
The Company has implemented the "Green Initiative" to enable electronic
delivery of notices/documents and annual reports to shareholders.
Electronic copies of the Annual Report 2014-15 and Notice of the 24th
Annual General Meeting shall be sent to members whose email addresses
are registered with the Company. For members, who have not registered
their email addresses, physical copies of the Annual Report 2015 and
the Notice of the 24th Annual General Meeting shall be sent in
permitted mode. Members requiring a physical copy may request the
Company for the same.
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolutions set forth in
the Notice. This is pursuant to Section 108 of the Companies Act, 2013
read with relevant rules thereon. The instructions for e-voting are
provided in the N otice of the meeting.
Risk Management
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company's enterprise wide
risk management framework; and (b) Overseeing that all the risks that
the organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks.
The Policy on Risk Management is available for view on the Company's
website at the following link: http; //www.megrisoft.com/pdfs/rmp.pdf
Management Discussion And Analysis Report
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented in a separate section forming part of this
Annual Report.
Acknowledgment
We thank our customers, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity, cooperation
and support.
We also thank the Government of India, particularly the Ministry of
Communication and Information Technology, the Customs and Excise
Departments, the Income Tax Department, the Ministry of Commerce, the
Ministry of Finance, the Reserve Bank of India, the state governments,
the Software Technology Parks (STPs)-Mohali and other government
agencies for their support, and look forward to their continued support
in the future.
For and on behalf of the Board
Place: Chandigarh Mohnesh Kohli Rajnesh Sharma
Date: May 29,2015 Director Whole-Time Director &
DIN:01784617 Chief Financial Officer
DIN:02528435
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