CONTENTS Page No. · 2015-09-25 · attain breakthrough in EMS business and offer complete solution...

CONTENTS Page No.

Notice …………………………………………………………………………………………. 3-9

Directors‟ Report…………………………………….……………………………………… 10-36

Along with Corporate Governance Report, Management‟s Discussion and

Analysis Report Secretarial Audit Report, Extract of MGT-9)

Auditors' Report…………………………………………………………………………... …. 37-41

Balance Sheet…………………………………………...................................................... 42

Statement of Profit and Loss………………………………………………………………. 43-44

Cash Flow Statement…………………………………..................................................... 45

Notes to Financial Statements……………………………………………………………. 46-56

M o b i l e T e l e c o m m u n i c a t i o n s L t d . Page 1

ABOUT US

Mobile Telecommunications Ltd. (MTL) is an ISO 9001:2008, ISO 13485:2003 certified company managed by the

experienced talented engineers and professionals having latest state of art machines & trained skilled manpower. It is spread over 1 lakh Sq. Ft. land with 60,000 Sq. Ft. Fully air conditioned dust free environment having ESD control. The Company has achieved top rating as EMS provider for various organizations, MTL has established SMT line operation at Nashik works with certain standards in terms of quality and processes to attain breakthrough in EMS business and offer complete solution of PCB assembly. MTL has facility for SMT & through Hole PCB assembly with (Axial-Radial) component performing machine, manual insertion line, wave soldering, temperature controlled soldering irons, visual inspection system, Lensel Video Inspection System. MTL is major supplier of PCBA exporting their end products to European market. MTL has dedicated lines for Siemens India approved by RDSO. MTL also has a separate line for development, design, manufacturing and distribution of acoustical products like security alarms, buzzer.: MTL is setting up a unit to manufacture electric wires and cables in tie up with sunfair electric wires and cables limited honking to cater the growing needs of mobile handset, computer and Bluetooth speaker industry. The company will also be producing ac/dc power cables. Mobile Telecommunications Ltd. is serving in the following domains:

Populating Printed Circuit boards

Speakers

Video Surveillance equipment

Electric wires and cables

LED lighting

EMS

Wireless Communication Equipment

Mobile Phones

BPO

Leadsmatic.com

Sian – Hyundai Bluetooth speakers

Mobile handset

Power banks

Trango & Bridge wave communication Equipment


BOARD OF DIRECTORS

Anil B. Vedmehta (Chairman & Managing Director)

Ajay Kapoor (Director)

Suhas Jadhav (Director)

Charmi Anil Vedmehta (Director)

Mukund Pilankar

(Director)

BANKERS

Oriental Bank of Commerce

IDBI Bank Ltd.

Axis Bank

UCO Bank

Kotak Mahindra Bank

AUDITORS Mahesh Kumar Jain & Co. Chartered Accountant

REGISTERED OFFICE 46, Empire Tower, Near Associated Petrol Pump, C. G. Road, Ahmedabad - 380 009. GUJARAT.

CORPORATE OFFICE 401 /402 Palm Spring Bldg, Link Road, Malad West Mumbai – 400 064. MAHARASHTRA.

FACTORY E-78, MIDC, Ambad, Nashik, MAHARASHTRA.

REGISTRAR & TRANSFER AGENT Bigshare Services Pvt. Ltd. E-2, Ansa Ind. Estate, Saki Vihar Road, Sakinaka, Andheri (E), Mumbai - 400 072.


NOTICE

NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of Mobile Telecommunications

Limited (CIN: L32100GJ1995PLC024812) will be held on, Friday, July 24, 2015 at 1.00 p.m. at The Pride Hotel,

Ahmedabad, Judges Bungalow Road, Off S.G. Road, Ahmedabad - 380054 to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss Account for

the year ended on that date and reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Mukund Chandrakant Pilankar who retires by rotation and being eligible,

offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration.

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of the Companies Act,

2013 and the Rules framed thereunder, M/s. Mahesh Kumar Jain & Co. Chartered Accountants (ICAI Firm

Registration No. 114179W) be and is hereby re-appointed as auditors of the Company, to hold office from the

conclusion of this Annual General Meeting (“AGM”) until the conclusion of the next AGM of the Company to be

held (subject to ratification of the appointment by the members at every AGM held after this AGM) at a

remuneration to be decided by the Board of Directors of the Company.”

SPECIAL BUSINESS:

4. To consider and pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and all other

applicable provisions of the Companies Act, 2013 („the Act‟) and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the

time being in force) and Clause 49 of the Listing Agreement, Mrs. Charmi Anil Vedmehta (DIN: 07145745),

who was appointed as additional Director of the Company liable to retire by rotation and whose term expires at

this Annual General Meeting and in respect of whom the Company has received a notice in writing from a

member proposing her candidature for the office of Director under section 160 of the Act, be and is hereby

appointed as a Director of the Company to hold office from the conclusion of this Annual General Meeting

(“AGM”) until the conclusion of the next AGM of the Company to be held.”

5. To consider and pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62 and all other applicable provisions, if any, of the

Companies Act, 2013 read with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities

and Exchange Board of India (Issue of Capital and disclosure requirements) Regulations, 2009 (“ICDR

Regulations‟) as in force, Securities and Exchange Board of India (Substantial Acquisition of shares and

Takeover) Regulations, 2011, (SAST Regulations), the regulations/guidelines, if any, issued by the

Government of India, the Reserve Bank of India, Securities and Exchange Board of India and any other

applicable laws, rules and regulations (including any amendment(s) thereto or re-enactment(s) thereof for the

time being in force) and the relevant provisions of the Memorandum and Articles of Association of the

Company to the extent applicable and Listing Agreement entered into by the Company with the stock

exchanges where shares of the Company are listed, and subject to such approvals, consents, permissions and


sanctions as may be required from the Government of India, the Reserve Bank of India, Securities and

Exchange Board of India, Stock Exchanges, Lenders of the Company and any other relevant statutory,

government authorities or departments, institutions or bodies (“Concerned Authorities”) in this regard and

further subject to such terms and conditions or modifications thereto as may be prescribed or imposed by any

of the Concerned Authorities while granting such approvals, sanctions and permissions as may be necessary

(“Approvals”) and any such conditions and/or modifications as may be prescribed, stipulated or imposed by

any such Approvals and/or which may be agreed to or considered necessary by the Board of directors of the

Company (hereinafter referred to as “the Board”, which term shall include any Committee constituted by the

Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this

Resolution), the consent, permission and approval of the members of the Company be and is hereby accorded

to the Board to create, issue, offer and allot on a preferential basis 2,27,37,000 equity shares of the face value

of ` 1/-each (hereinafter referred to as “Preferential Equity Shares”) constituting 16.04% of the emerging voting

capital of the Company at a price of ` 3.80/- each per share aggregating 8,64,00,600/- to the following

companies:

Sl No. Name of the Companies No of shares

1. Sun Fair Electric Wires & Cables (HK) Limited 84,21,200

2. Fairson Holdings BVI Limited 1,43,15,800

On such terms and conditions and in such manner as may be decided by the Board at a price calculated in

accordance with regulation 76(1) of chapter VII of ICDR Regulations which shall be the higher of the following:

1. The average of the weekly high and low of the closing prices of the related equity shares quoted on the

stock exchanges during the twenty six weeks preceding the relevant date;

OR

2. The average of the weekly high and low of the closing prices of the related equity shares quoted on the

stock exchange during the two weeks preceding the relevant date.

which shall be at the issue price of ` 3.80/- each per equity share.

“RESOLVED FURTHER THAT the preferential issue of the equity shares shall be inter alia on the following

terms and conditions:

a) The equity shares shall be allotted to Companies at a price of ` 3.80/-per equity share which is calculated

as per Regulation 76 of the ICDR Regulations.

b) Preferential Equity Shares shall rank pari-passu in all respects, with the existing Equity Shares of the

Company in accordance with Memorandum and Articles of Association of the Company.

c) Preferential Equity shares shall be subject to such lock-in requirements as may be prescribed under the

ICDR Regulations

d) The equity shares shall be allotted within a period of 15 days from the date on which the last of the

statutory approval (s) required for the preferential issue is duly obtained or such extended time as may be

approved by SEBI.

e) the relevant date for the determination of applicable price for the issue of the Equity Shares in terms of the

provisions of the SEBI Regulations is 19th

June, 2015, i.e. the date of thirty days prior to the date on which the

meeting of the shareholders is to be held, in terms of Section 62 of the Companies Act, 2013, to consider the

proposed issue.


“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby

authorized on behalf of the Company to take all actions and to do all such acts, deeds, matters and things as it

may, in its absolute discretion, deem necessary, desirable or expedient to issue or allotment of the aforesaid

equity shares to the share holders upon exercise of right to subscribe the shares and listing thereof with the

stock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in

relation to the proposed issue, offer and allotment of any of the said equity shares, utilization of the issue

proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board may

in its absolute discretion deem fit, without being required to seek any further consent or approval of the

members or otherwise to the end and intent that they shall be deemed to have given their approval thereto

expressly by the authority of this resolution.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers

conferred by this resolution on it, to any Committee of Directors or any other Director(s) or officer(s) of the

Company to give effect to the resolution”

Registered Office: For and Behalf of the Board

46, Empire Tower,

Near Associated Petrol Pump,

C G. Road, Ahmedabad, Gujarat

Date: 29th

June 2015

Anil B. Vedmehta

Chairman & Managing Director

DIN: 00283486


ATTENDANCE SLIP

DP ID.

FOLIO NO.

CLIENT ID

NO. OF SHARES

Name & Address of Shareholder / Proxy holder ----------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- I certify that I am a registered Shareholder / Proxy for the registered Shareholder of the Company. I hereby record my presence at the Annual General Meeting of the Company held on Friday, July 24, 2015 at 1.00 p.m. at The Pride Hotel, Ahmedabad, Judges Bungalow Road, Off S.G. Road, Ahmedabad – 380054.

Member‟s / Proxy‟s Signature

(Shareholder attending the meeting in person or by proxy is requested to complete the attendance slip and handover at the entrance of the Meeting Hall)

PROXY FORM

DP ID.

FOLIO NO.

CLIENT ID

NO. OF SHARES

I / We _______________________________________________________________________________________ of _______________

Being a Member / Members of Mobile Telecommunications Limited hereby appoint Mr. / Ms. __________________________

as my / our Proxy to attend and vote for me / us and on my / our behalf at the ANNUAL GENERAL MEETING of the Company to be held on 24

th July 2015, and at any adjournment(s) thereof.

Signed this ___________________ day of _________ 2015

NOTE:

Affix

Re.1/-

Revenue

Stamp

Signature(s)

Proxy form must reach company’s registered office not later than 48

hours before the commencement of the meeting

FOR OFFICE USE ONLY

DATE OF RECEIPT


1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/

PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED

NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding

fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company.

The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the

Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A

Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported

by an appropriate resolution/authority, as applicable.

2. Electronic copy of the Notice of an Annual General Meeting of the Company inter alia indicating the process

and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose

email IDs are registered with the Company/Depository Participants(s) for communication purposes unless

any member has requested for a hard copy of the same. For members who have not registered their email

address, physical copies of the Notice of the an Annual General Meeting of the Company inter alia indicating

the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted

mode.

3. Explanatory statement in respect of the special business pursuant to section 102 of the Companies Act, 2013

is attached herewith.

4. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, the Company is pleased to provide members facility to

exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business

may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL):

The instructions for e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the

Company/Depository Participants(s)]:

(i) Open email and open PDF file viz; “Mobile Telecommunications e-Voting.pdf” with your Client

ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for e-

voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i)above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password. It is

strongly recommended not to share your password with any other person and take utmost care

to keep your password confidential.

(vi) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(vii) Select “EVEN” of Mobile Telecommunications Limited.

(viii) Now you are ready for e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote(xii)

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together

with attested specimen signature of the duly authorized signatory(ies) who are authorized to

vote,to the Scrutinizer through e-mail to [email protected] or

[email protected] with a copy marked to [email protected].


B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not

registered with the Company/Depository Participants(s) or requesting physical copy]:

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM: EVEN

102145 USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-

voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com

III. If you are already registered with NSDL for e-voting then you can use your existing user ID and

password/PIN for casting your vote.

IV. You can also update your mobile number and e-mail id in the user profile details of the folio which may

be used for sending future communication(s).

V. The e-voting period commences on July 21, 2015 (9:00 am) and ends on July 23, 2015 (5:00 pm). During

this period shareholders‟ of the Company, holding shares either in physical form or in dematerialized

form, as on the cut-off date (record date) of July 17, 2015, may cast their vote electronically. The e-

voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by

the shareholder, the shareholder shall not be allowed to change it subsequently.

VI. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital

of the Company as on the cut-off date (record date) of July 17, 2015

VII. Ms. Anita Vyas, Practicing Company Secretary (Membership No. FCS 3213) has been appointed as the

Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

VIII. The Scrutinizer shall within a period not exceeding three(3) working days from the conclusion of the e-

voting period unblock the votes in the presence of at least two(2) witnesses not in the employment of

the Company and make a Scrutinizer‟s Report of the votes cast in favour or against, if any, forthwith to

the Chairman of the Company.

IX. The Results shall be declared on or after the AGM of the Company. The Results declared will be

declared on 27th July, 2015 along with the Scrutinizer‟s Report shall be placed on the Company‟s

website www.mobileteleindia.com and on the website of NSDL within two(2) days of passing of the

resolutions at the AGM of the Company and communicated to the BSE Limited.


46, Empire Tower,



Date: 29th

June 2015

Anil B. Vedmehta


DIN: 00283486

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102(1)

OF THE COMPANIES ACT, 2013.

Item No.4 :

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) had

appointed Mrs. Charmi Anil Vedmehta as Additional Director from 31st March 2015.


In terms of Section 161(1) of the Companies Act, 2013 read with Article 130 of the Articles of Association of the

Company, Mrs. Charmi Anil Vedmehta holds office as Additional Director only up to the date of the forthcoming

Annual General Meeting.

The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 along with the amount of

requisite deposit from one of the members signifying his intention to propose the appointment of Mrs. Charmi Anil

Vedmehta as a Director.

Notice received under Section 160 of the Companies Act, 2013 is available for inspection by the members at the

Registered Office of the Company during the business hours on any working day up to the date of the Annual

General Meeting.

Item No 5

The Company is diversifying in the field of manufacturing Electric Wires and USB Cables & AC/DC Power Cables.

Sun Fair Electric Wires & Cables (HK) Limited is having vast experience in the field of manufacturing Electric Wires

and Cables .M/s Sunfair is providing technical Knowhow and Plant & Machinery for manufacturing the said product.

The Board of Directors of the Company has approved to offer Equity Shares to strategic investor.

Objects of the Issue

i. With an objective of increasing the Capital to meet the Expansion Requirements and procure the plant and

Machinery for manufacturing of Electric Wires & USB Cables & AC/DC Power Cables the Company proposes

to issue equity shares 22737000 Shares on preferential basis to the strategic Investors.

ii. Shareholding pattern before and after the offer

The shareholding pattern of the Company, before and after the preferential issue assuming allotment of equity

shares shall be as under:

Category

Pre-Issue Shareholding Pattern*

Shareholding Pattern post issue of equity

shares *

No. of Shares Shareholding (%) No. of Shares Shareholding (%)

A. Promoters, Promoters Group,

Directors and Director’s

Relatives Shareholding

6,17,36,389 51.88

6,17,36,389 43.56

B. Public Shareholding

Institutions

FII/DII

Bodies Corporate

Individuals

2,05,52,723

3,67,10,888

17.27

30.85

4,32,89,723

3,67,10,888

30.54

25.90

Total 11,90,00,000 100 14,17,37,000 100

iii. The issue shall be completed within a period of 60 days i.e. Shares shall be allotted within sixty days from

receipt of Money. or from the date of approval accorded by requisite regulatory authorities.

iv. There will be no change in the Control of the Company by the proposed Preferential Issue.

None of the Directors of the Company is interested in the resolution except as a member of the Company.


46, Empire Tower,



Date: 29th

June 2015

Anil B. Vedmehta


DIN: 00283486


DIRECTORS’ REPORT

The Members,

To Your Directors are pleased to presenting the Twentieth Annual Report and Audited Accounts for the year

ended March 31, 2015.

FINANCIAL RESULTS

(Rs in lacs)

31st

March,

2015

31st

March,

2014

Total Income 16787.20 11186.36

Total expenditure 16556.54 11041.44

Operating profit (PBIDT) 230.66 144.92

Depreciation 97.85 71.08

Finance Cost 89.97 67.24

Profit Before Exceptional Items 42.83 6.60

Profit before Taxation/Prior period Adjustment 42.83 6.60

Provision for Tax - -

Current Tax 8.50 6.01

Deferred Tax 8.18 (12.85)

Profit after Taxation 26.14 13.44

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

BUSINESS OPERATIONS

During the year under review total revenue was 16787.00 Lacs as compared to Rs.11181.36 Lacs in the

previous year thereby an increase of 50.13% and operating profit at Rs. 230.66 lacs as compared to Rs. 144.92

lacs in the previous Year thus registered a increase of 59.16%.

Your Directors would like to state that during the year under review the economy was facing severe inflationary

trend affecting the input cost and weakening of rupees, which in turn has put pressure on the Company to

maintain the growth target as well as the profitability. Your Director‟s have taken all the steps to put the growth

plan on the speed and also control the cost. But due to fluctuation in the currency the profitability of the Company

is under severe strain.

There is a change in the Government and the new Govt. has taken initiative to give support to the industry and

also

Promoting MANUFACTURING through its “make in India” program In view of this, your Directors are of opinion

that current year performance will be better than the last year. However having regards to the factors,

performance of year under review is reasonably satisfactory.

The outlook of the electronics industry is certainly promising indicating good growth ahead because of the

initiatives of Government and other private agencies to adopt the make in India products.. The new Govt. has

come out with a policy to give a big trust to the LED lighting industry which has opened a new vista to all the LED

manufacturers. However the technology is being import dependant the current inflation trend puts pressure on

rupees whereby sourcing of import material becomes costly which makes the manufacturing cost increase. The

Government is taking corrective steps to control inflation which may ease pressure of Rupees and import will be

cheaper and will give boost to hardware industry. Your Directors hope that once the inflationary conditions are

under control, the Company will be in a position to achieve better results.

Its information technology business is doing reasonably good and creating the impact slowly and steadily.


ACHIEVEMENT

You are aware that our Company‟s operations are widely spread across various domains .In order to achieve

greater efficiency and speedy action with regard to services. The company was in the process of finding right

partners to support it in the mainland china and Hong Kong Now we have found technical and financial partners

M/s Sunfair Electric Wires and Cables HK ltd and SW VENTURES to support the company in its growth plan this

will help the Company to create better goodwill in the market.

DIVIDEND

In view of the economic condition coupled with inflation and requirement of the funds for the projects, your

Directors regret their inability to declare the Dividend for the year.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year under review.

AMOUNTS TRANSFERRED TO RESERVES:

The Financial Highlights contains the amounts proposed to be transferred to reserves.

NUMBER OF BOARD MEETINGS AND AUDIT COMMITTEE MEETING:

During the Financial Year 2014-15, 5 (Five) meetings of the Board of Directors and , 5 (Five) Meeting of the Audit

Committee were held, The details of which are given in Corporate Governance Report.. The Intervening gap

between the Meeting was within the period prescribe under Companies Act, 2013

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not made any investment, given any guarantee or provided any security during the year under

review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies

Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY, ESOS ETC:

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares or ESOS.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes / events occurring after balance sheet date till the date of the report to be

stated.

DETAILS OF INTERNAL FINCNANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

Your Company has put in place adequate internal financial controls with reference to the financial statements.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

As required under section 134 (3) M of the Companies Act 2013read together with the Rule 8 of the Companies

(Accounts ) Rules 2014 the relevant information is given below.

A. Conservation of Energy: The operations of the Company are not energy intensive. However, energy

conservation measures are being taken for regular preventive maintenance of all equipments. This enhances

productivity and efficiency of the equipment resulting in power saving.


B. Technology Absorption: As the Company has not acquired any technology, the question of absorption of

technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during the year:

FOB Value of Exports : Rs. Nil

CIF Value of Imports : Rs. Nil

Expenditure in foreign currency : Rs. Nil

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

There is no subsidiary, Joint Venture or Associate Company.

RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a

proactive and efficient manner. Your Company periodically assesses risks in the internal and external

environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business

and operational plans.

Your Company, through its risk management process, strives to contain impact and likelihood of the risks within

the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism for Directors, employees any other individual or organization to report to

the management instances of unethical behaviour, actual or suspected fraud or violation of the Law or any other

concerns/grievances. The mechanism provides for adequate safeguards against victimization of Director(s) and

Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to

the Chairman of the Audit Committee.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNAL:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going

concern status of your Company and its operations in future.

DEPOSITS:

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections

73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2014-15, the Board of Directors appointed Mrs. Charmi Anil Vedmehta as an Additional

Director with effect from 14th February 2015 and she is further proposed to be appointed as Independent Director

of your Company at the ensuing AGM. Your Directors recommend his appointment as Independent Director of

your Company

Mr. Mukund Chandrakant Pinplikar, Director is retiring by rotation and being eligible offers himself for re-

appointment.


AUDITORS

M/s. Mahesh Kumar Jain & Co. (having firm Registration No. –047473), Chartered Accountants, have given their

consent to become statutory auditors of the Company and has been appointed in last Annual General Meeting

for the period of 5 years, subject to the ratification of the Shareholder in every Annual General Meeting till the

conclusion annual general meeting of the Company to be held in the year 2019.

EXPLANATION TO AUDITOR’S REMARKS:

There has been no qualification or adverse remark in the Report of the Statutory Auditors of the Company.

DIRECTORS COMMENTS ON QUALIFICATION(S), RESERVATION(S) OR ADVERSE REMARKS OF THE

AUDITORS:

1. The Company Does not have Fixed Assets Records-Company is implementing an expansion at its

factory. Work in progress is likely to be capitalized in next financial year. Than the same will be carried

out in the required format

2. Delay / non-payment of undisputed statutory dues-Company has strong view that the taxes paid and

amount deposited by third parties at the instance of Income Tax Officers (ITO’s) are enough to take

care of the liabilities arising out of the pending litigation with income tax department.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013:

There are no cases filed under the above Act and hence no comments required on disposal of the cases under

the same.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has

carried out the annual performance evaluation of its own performance, the Directors individually as well as the

evaluation of the working of its Audit, and Nomination and Remuneration Committee. A separate meeting of the

Independent Directors was convened, which reviewed the performance of the Board, the non-independent

directors and the Chairman.

PARTICULARS OF EMPLOYEES:

The Company does not have any employees whose particular are required to be given pursuant to Rule 5(2) of

the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable

accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;


e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively. [List of laws applicable to the company may

be mentioned here]

f) The directors had laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively.

APPRECIATION

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers,

Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the

employees for their contribution, support and continued co-operation through the year.

ACKNOWLEDGMENT:

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support

Registered Office:

For and Behalf of the Board

46, Empire Tower, Near Associated Petrol Pump, C G. Road, Ahmedabad, Gujarat Date: June 29

th 2015

Anil B. Vedmehta Chairman & Managing Director

DIN: 00283486

ANNEXURES TO THE DIRECTORS’ REPORT

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as Annexure A

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report. Is given in Annexure B

SECRETARIAL AUDIT

Pursuant to the provision of section 204 of the companies Act 2013 the company has appointed Rakesh Kumar to undertake the secretarial Audit of the Company. The report of Secretarial audit Report in Form MR-3 is annexed herewith as Annexure C


PARTICULARS OF EMPLOYEES:

The Information required under section 197 read with Rule, 5(1) of the Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companies is annexed herewith as Annexure D

CORPORATE GOVERNANCE

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report is set out as Annexure E

The Statutory Auditors of the Company have examined the Company‟s compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.



th 2015

Anil B. Vedmehta

Chairman & Managing Director DIN: 00283486

ANNEXURE B

MANAGEMENT DISCUSSION AND ANALYSIS

Few major sectors in which Mobile Telecommunications Ltd. has successfully created space in the market are listed

as under:

Electric Wires & Cables Manufacturing

Sunfair Electric Wires & Cables (HK) Ltd is, an internationally recognized manufacturer of electric cables since 1987

has joined hands with Mobile Telecommunications Ltd to produce USB Cables and AC/DC Power Cables at its

Nashik Plant. Company is planning to launch its products in the market by October 2015.

Sunfair was founded in September 1987, and Holding company listed in Hong Kong in May,2011 (listing code:8132),

with its headquarter in Fo Tan, Hong Kong, and operations in Bao‟An District, Shen Zhen, Guang Dong, China.

Manufacturing facilities is a 15,000 sq-m area, with average workforce of1,200 strength, including 100 staffs in

Management, R&D and Engineering Department. Approved of ISO9001:2008 and TS16949, and equipped with

various Certifications and Recognitions (UL, VDE, BSI, SAA, PSE, etc…) as well as various Product Regulatory

Certifications (UL, CSA, KEMA, DEMKO, NEMKO, SEMCO, etc…), main products range from AC Power Cord / Inlet,

and DC cable and assembly. Secondary products range from USB, HDMI cables, Digital Imaging cables, automotive

cables, and other medical and power conversion as special products.

Internally equipped with its own tooling, fixtures, molding facilities and ERP System, Sunfair‟s leadtime of sample

product fabrication to manufacturing and/or mass production is relatively quick, providing result and solutions to

customer in a very short period of time.

Furnished with the latest and upgraded technologies of standard inspection, evaluation and qualification facilities,

Sunfair can ensure its valued customers on the accuracy and dependability of the design or product‟s required

cosmetics, quality and reliability.


Annual production for AC Power Cord / Inlet is pegged at 72-million, and DC cable assembly at 80-million.

Manufacture of USB, HDMI, Digital Imaging and Automotive cables is vastly peaking up at a combined annual

capacity of 30-million, while medical and power conversion products are special projects with direct supervision of

customers.

With the current resources and strong engineering and manufacturing experience, Sunfair can independently design,

develop and manufacture any standard or custom assembly cable as required.

Driven with its vision to become the leading provider of products, technology, solutions and expertise that sets

industry standards for reliability, longevity, efficiency, ease of installation, environment-friendly and safety protection

that the industry can count on transmission, distribution and consumption of power, voice and data – in terms of

superior quality, reliability and competitive cost; Sunfair‟s philosophy is referred from updated and innovative

technology according to prevailing industrial standards, maintain quality according to, if not above specification,

simplify manufacturing process, suggest solutions to bring down cost, aim highest level of quality, and satisfy

customer for repeat order.

LED Modules and Lighting

Mobile Telecommunications Ltd. has entered the vast market of LED manufacturing, Branding & Marketing in the

name of Cosima world.

A short brief about LED Lighting Market:

With the new government an opportunity has emerged in the LED lighting sector under the leadership of the present

Energy Minister. The government has chalked out an ambitious plan of replacing 35 million street lights across the

country over next three years. Thus an opportunity to enter into a 6 billion dollar market has opened up. The company

has initiated talks with some global players to participate in the LED business into a big way. Following is the snap

shot of ESSL a public sector undertaking created by government of India to facilitate the ambitious LED installation.

Domestic consumer‟s account for almost 24% of the total electricity demand in the country.

Major part of the energy consumption is used for lighting. A significant proportion of household lighting needs are met

by use of incandescent bulbs, which are extremely energy inefficient as over 90% of electricity is wasted as heat.

Promoting efficient lighting in household sector can reduce the electricity consumption by as much as 50 billion KWH

every year at national level. This will also benefit the consumers by way of reduced electricity expenditure.


Potential and Opportunity

As per the statistics of the Electric Lamp and Component Manufactures Association of India (ELCOMA), more than

75.8 crores incandescent bulbs (ICLs) were sold in 2012 in India. The table below depicts the state-wise annual sale

of ICLs in 2012. Replacement of these by sources like Light Emitting Diodes (LEDs), which uses 85% less electricity

for delivering same light output, could lead to reduction of 50 billion kWh of electricity which is equivalent to around

19,000 MW of avoided generation capacity.

ICL Sale in 2012 Energy Savings Potential Cost Savings (Fig

in crores) (m KWh) (Fig in Rs. crores)

AP

6.82

4530.526

2265.263

Assam

0.86

571.298

285.649

Bihar

6.2

4118.66

2059.33

Chhattisgarh

1.8

1195.74

597.87

Delhi

5.1

3387.93

1693.965

Gujarat

4.21

2796.703

1398.3515

Haryana

1.91

1268.813

634.4065

HP

0.4

265.72

132.86

J & K

0.62

411.866

205.933

Jharkhand

1.56

1036.308

518.154

Karnataka

4.25

2823.275

1411.6375

Kerala

2.1

1395.03

697.515

Maharashtra

9.27

6158.061

3079.0305

Manipur

0.13

86.359

43.1795

Meghalaya

0.12

79.716

39.858

MP

3.6

2391.48

1195.74

Nagaland

0.12

79.716

39.858

Odisha

1.22

810.446

405.223

Punjab

1.81

1202.383

601.1915

Rajasthan

2.6

1727.18

863.59

TN

5.1

3387.93

1693.965

Tripura

0.2

132.86

66.43

UP

8.2

5447.26

2723.63

Uttrakhand

0.7

465.01

232.505

WB

6.2

4190.29

2095.15

Other states

0.7

465.01

232.505

Total quantity in Crore

pieces

75.8

50365.57

25212.79


The key barriers to use of efficient lighting in the household sector are the high cost of efficient lights (CFL at Rs. 100,

LEDs at Rs. 400 as compared to ICLs at Rs. 10) and lack of awareness. Properly designed programme can

overcome these barriers and help scaling up the use of efficient lighting in the household sector. As the use of

efficient light reduces the overall peak demand of DISCOMs, it makes economic sense for the DISCOM to incentivize

use of LEDs by sharing the ensuing commercial benefit of reduced power cost.

EMS

Manufacturing (Capacity Expansion): with the emphasis of new government on make in India Company has initiated

aggressive marketing plan to bring in major electronics manufacturer from overseas to act as an EMS vendor mainly

from the mobile handset and pos makers. The company has chalked out an ambitious plan to increase its capacity by

300 percent to entice the interest of the big players like Samsung, xiomi, and gionee.

Retail POS Systems

Mobile Tele Communications Ltd. has been dealing in POS systems for more than 15 years and targeting wider

audience around the world. POS systems are continuously getting advanced in both functions and interface and to

keep up with the latest trends in retail technology, Mobile Tele Communications Ltd. is endeavoring to offer high-end

POS systems.

Since our inception, MTL has earned immense reputation among our precious clients from various fields including

Banks, Government organization, Hotels, Hospitals, Shopping malls etc. MTL has always been a reliable brand in the

market for delivering POS solutions to customers and making them satisfied at the highest level. We deal in various

POS systems:

PoS systems and peripherals

Although fully compatible with many systems, our peripherals are perfectly matched to our POS terminals or

mobile solutions giving you the simplicity of a one-stop-shop with the advantage of a single contact point for

full support.

Auto-ID systems

Mobiletele designs an Auto ID system that seamlessly integrates into your manufacturing line, inventory

control and ERP systems for streamlined production, ordering, storage, and shipping. We offer step-by-step

professional guidance through the hardware and software selection process, help with installation, and

remain at your service whenever you need support. We partner with some of the barcode industry‟s most

trusted equipment suppliers.

Card readers & encoders for banking use

We provide readers, writers/encoders, cards, tags and key fobs as well as cleaning cards to keep your

readers working to their full potential. Whatever you need for your application we can help

E-cash register for hospitality and retail

Mobiletele has an extensive line of cash registers to fit your business needs. Perfect for small businesses,

fast-food restaurants or fine dining establishments, our reliable, quiet operation systems will help you meet

your business goals.

All in one PoS

Mobiletele‟s All-in-one POS terminals are the solutions for small and medium business. They are affordable

yet easy to use integrated terminals, which can help small and medium business to serve customer

effectively, and keep pace with competitors.

Base units

Integrated systems


Speaker (Sian-Hyundai):

After gaining an experience from last 5 years of Hyundai brand speakers in India the company has started the

process of assembling Bluetooth and WIFI Speakers at its Nashik Plant. The company is aiming to achieve a huge

success in this segment by introducing latest cost effective and quality products which the youngsters are ready to

experiment. Dedicated to the vision of bringing superior quality multimedia speakers at affordable pricing and value

for money, Sian Hyundai speakers are designed aesthetically to blend and form a part of your home and office

environment. Thump to the rhythms of our crisp sound textures!

Hyundai Multimedia speakers are having features such as Touch Screen, Dynamic Bass Boost for richer & deeper

bass, High Definition home for better separation & superior experience.

Financial Solutions:

The current market situation and economic scenario across the nation has brought in front the need of certain

solutions. The Company‟s management has identified areas where it can deploy its development team to create

solution in the field of Finance and Banking which is a known domain of the Management.

The Company conducted research and it observed that many people are unaware banking and financial system and

are paying high cost for debts. They have not taken benefits and schemes moved by the Government and banks and

financial instructions. The company has decided to develop and market certain products which will make the

individuals and corporate aware of how they can structure their finances and debts well and reduce their cost of

debts, correct their credit record and keep a track with new financial policies. Further company has also developed

certain products to assist banks and financial institutions and other bodies to assess, value, market and

dispose/liquidate assets belonging to NPAs for recovery of Debts.

Both the products are a part of company‟s policy to diversify in to new markets and segments. The Management is

confident about the huge potential in the products and expects its nationwide acceptability. By the launch of these

products the company will also fulfill its Corporate Social Responsibility by conducting seminars and workshops for

making people aware about the dynamic financial sector.

Company has successfully done the business of collections and debt structuring in the US market and based on the

expense in the US market its launching CIBILDOCTOR.com and SWITCHBANKER.com in the domestic market.

To summarize the above discussion, focus will be on mobilization of cheap funds to scale up the operations in the

areas discussed above. Company is planning to raise funds in debts as well as equity once the financial market

stabilizes.

Leadsmatic

Leadsmatic is a online/mobile platform for connecting businesses to customers. It serves all the needs of

online/mobile marketing such as search engine optimization, email marketing and online store.

Developed in Mumbai, India, Leadsmatic targets the Global market with special focus on US, Canada and India.

The soft launch of the Product has made an impact in US market. The company is planning to rope in young talent

across the country to become its channel partners through Leadsmaticpro.com. The company is in the process of

verifying the SME Database onto this platform and once the database is updated company will start offering the

subscription on SAS basis.

Leadmatics is a Global platform to facilitate ecommerce through a multi – channel based approach benefiting buyers

and sellers to get the best possible value for money..!!

To provide an all in one platform for small businesses for all their local marketing needs. To provide consumers a

complete platform for all their E-commerce related activities.


The basic idea of conceptualizing Leadsmatic was to create an all inclusive solution for businesses to establish and

enhance online presence.

Leadsmatic is the only one stop shop in the market which fulfills all the internet/online marketing needs of a business.

Leadsmatic provide business owners to create their listing, generate leads, market their products & services, manage

customer database, launch offers & post classifieds. On the other end Leadsmatic is also a refined business directory

which is created keeping in mind the global perspective. Leadsmatic on user end gives the independence to search

business, offers, classifieds, post inquiries, book appointments table & slots, get mailers for relevant offers, follow

businesses.

The team Mobiletele believes its revolutionary and only one of its kind in the market.

BUSINESS PROCESS OUTSOURCING

Mobile Telecommunication‟s IT Infrastructure Service center is in implementation stage of an independent 25000sq.

ft. facility at NASHIK fully equipped contact centre capable of offering world class software development and BPO

services and A gigabit network exceeding 450 workstations. The facility has dedicated lines for Internet connectivity,

VPN, and IPLC for international data transfer, and will also be equipped with all the facilities viz. conference rooms,

canteen, resting areas, state-of-the-art infrastructure, a data vault, UPS backup, generator, an independent

transformer, etc. The centre is guarded around the clock and kept under constant bio-metric video surveillance.

As of now company is offering these facility from its centre at Palm Spring, Mindspace Malad

The Companies Infrastructure & Location is Capable to support any IT & BPO Services:

• Data Entry & Data Processing Services

• Recruitment & Job Posting Support

• Loans & Mortgage Processing

• Real Estate Appraisal Data Entry

• Web Based Market Research

• Customer Support Services

• Email Support

• Online Chat-based Support

• Help Desk & Technical Support

• Online Profile Approval, Web Content Approval, Website Bug Reports

• Claims Administration

• Procurement & Purchase Support

• Accounting & Financial Back Office

The company has identified niche area in the USA market and has developed product and services for both B2B &

B2C. The company has deployed its most efficient team on the projects is optimistic about its business to grow

rapidly in the USA. The company further plans to step in UK, Canada, New Zealand and Australia in coming years

with the similar products and services which has been a success in the USA.



th, 2014


DIN: 00283486


ANNEXURE C

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

To, The Members, Mobile Telecommunications Limited

Mumbai Dear Sirs, I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mobile Telecommunications Limited (hereinafter called “the Company”). Secretarial

Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon. Based on my verification of the Company‟s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015 according to the provisions of: 1 The Companies Act, 2013 (the Act) and the rules made thereunder; 2 The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made thereunder; 3 The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder; 4 The provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made there

under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings were not applicable to the Company under the financial year under report;

5 The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 („SEBI Act‟):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2013;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; 6 Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act,1992 („SEBI‟) were not applicable to the Company under the financial year under report:-

a. The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2009;

B The Securities and Exchange Board of India (Employee Stock Option Scheme and employee Stock Purchase Scheme) Guidelines, 1999;

b. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993, regarding the Companies Act and dealing with client; d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The following are the major head / groups of Acts, Laws and Regulations as applicable to the Company. 7 Factories Act, 1960.


8 Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis related to Salary & Wages, Bonus, Gratuity, Provident Fund, ESIC, Compensation and Benefits etc.

9 Labour Welfare Act of the Central and respective states. 10 Acts prescribed under Direct Tax and Indirect Tax Laws by the Central and respective State

Governments. 11 Land Revenue Laws of respective states. 12 Local laws as applicable to various offices and Premises of the Company. 13 Environment Protection Act, 1986 and other environmental laws. 14 Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rule, 2003. 15 Industrial Disputes Act, 1947. 16 Indian Stamp Act, 1999 17 Indian Contract Act,1872 18 Negotiable Instruments Act, 1881

I have also examined compliance with the applicable clauses of the following: 1 Secretarial Standards issued by The Institute of Company Secretaries of India. 2 The Listing Agreements entered into by the Company with BSE Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above. I further report that the changes in the composition of the Board of Directors that took place during the period under

review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members‟ views are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period, there were no instances of:

1 Public / Rights / Preferential issue of shares / debentures / sweat equity etc. 2 Redemption / buy-back of securities. 3 Major decisions taken by the Members in pursuance to Section 180 of the Companies

Act, 2013. 3 Merger / amalgamation / reconstruction etc. 4 Foreign technical collaborations. For M/S C S Rakesh Kapur Practicing Company Secretary Proprietor (C S Rakesh Kapur) Membership No 12085


ANNEXURE D DISCLOSURE ON REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

(a) the ratio of the remuneration of each Director to the median remuneration of the employees of the

Company for the financial year;

There were no remuneration was paid to any director during the financial year

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial

Officer, Company Secretary or Manager, if any, in the FY. There were no increase in remuneration

(c) the percentage increase in the median remuneration of employees in the financial year, NA

(d) the number of permanent employees on the rolls of company: 20

(e) the explanation on the relationship between average increase in remuneration and company

performance; NA

(f) The key parameters for any variable component of remuneration availed by the directors;

NOT APPLICABLE.

(g) The ratio of the remuneration of the highest paid director to the of the employees who are not directors

but receive remuneration in excess of the highest paid director during the year; NA



th 2015


DIN: 00283486


ANNEXURE E

CORPORATE GOVERNANCE REPORT

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Mobile Telecommunications Limited (MTL) is a professionally managed company, which strongly believes in Corporate Culture, which is possible only by executing the Corporate Governance in true and efficient manner. MTL is maintaining good relations with all stakeholders. MTL has a good personnel policy for its employees. Apart from good remuneration, salaries and other facilities, the Company provides pleasant work atmosphere to its employees. The role of each and every employee is well defined in the hierarchy. For investors‟ grievances, the Company has established one investor grievances cell which efficiently resolves the problems and queries of the investors of the Company. Hence, it can be observed that the company has been functioning in a most transparent and fair manner with all its stakeholders i.e. investors, customers, employees, government and MTL has a unique distinction of servicing to its stakeholders. BOARD OF DIRECTORS

During the year under review 4 Board Meeting were held on 3rd

June, 2014 (Adjourned Meeting 06.06.2014), 14.08.2014, 14.11.2014 and 14.02.2015. The composition of the Board, attendance at Board Meetings held during the financial year under review and at the last Annual General Meeting, number of Directorships and memberships/chairmanships in public companies (including the Company) are given below:-

Name of the Director Category

FY2014-2015 Attendance at

No. of Other Directorships

Committee positions Member Chairman

Board Meetings/Attended

Last AGM

Mr. Anil B Vedmehta Chairman and Managing Director

4/4 Yes 17 - -

Mr. Ajay Kapoor Non-Executive, Independent

2/4 Yes 3 1 4

Mr. Suhas Jadhav Non-Executive Independent

4/4 Yes 3 - -

Mr. Pulkit Mehta Non- Executive Promoter

2/4 Yes 2 - -

Mr. Mukund Charndrakant Pilankar

Independent Director

2/4 Yes 1 - -

Mrs. Charmi Anil Vedmehta Additional Director 1/4 No 1 - -

As may be seen from the above details, the Board of the Company comprises of 50% Non-Executive Independent Directors of the total number of Directors. The Company has an Executive Chairman cum Managing Director who also looks after the day-to-day operations of the company. In addition to the matters which statutorily required Board‟s approval, as required by Corporate Laws and other statutory laws, the following matters are regularly placed before the Board:-

Minutes of Audit Committee Meetings, Nomination and Remuneration committee Meetings and other committee meetings.

Recruitment and Remuneration of senior executives below the Board level.


Disclosure of material regarding related party transactions, if any, with potential for conflict of interest.

Quarterly details of finance and risk management strategies. Compliance with Regulatory and Statutory requirements including listing requirement and shareholders

services.

Details of show cause, demand, prosecution and penalty notices which are materially important. INFORMATION ON DIRECTORS RE-APPOINTMENT / APPOINTMENT

A brief detail of Director being re-appointed / appointed at the ensuing Annual General Meeting, the nature of their expertise in specific functional areas are furnished hereunder: Mrs. Charmi Anil Vedmehta was appointed as an additional director (Independent) on 30

th March, 2015 and holds

office as such upto the ensuing annual general meeting. Mr. Mukund Chandrakant Pilankar will retire at the forthcoming Annual General Meeting and being eligible, have offered himself for re-appointment. The necessary resolutions are being placed before the members for approval. AUDIT COMMITTEE

The Audit Committee of Directors constituted by the Board of Directors of the Company comprises of Independent and promoter Directors. The broad terms of reference of the Audit Committee include review of the Company‟s financial reporting process, the financial statements and financial/risk management policies, review of the adequacy of the internal control systems and functioning of the Internal Audit team, discussions with the management and the external auditors, the audit plan for the financial year and any Changes in accounting policies and practices. During the year under review, 5 Audit Committee Meetings were held on 30.05.2014, 14.08.2014, 24.09.2014, and 14.11.2014 and 14.02.2015. The composition of the Audit Committee and attendance at its meetings is given hereunder:-

Composition of the Audit Committee

Mr.Ajay Kapoor

Mr. Suhas Jadhav

Mr. Anil B Vedmehta

No.Meeting Attended 3 5 5

The Chairman of the Audit Committee was also present at the last Annual General Meeting of the Company. MANAGERIAL REMUNERATION a. Nomination and Remuneration committee

The Nomination and Remuneration Committee of the Company reviews the remuneration of Managing / whole-time directors, retirement benefits to be paid to them. It comprises of 3 Non Executive Independent Directors Mr. Ajay Kapoor, Mr. Pulkit Mehta, Chairman of the Committee and Mr. Suhas Jadhav. During the year under review, 1 Nomination and Remuneration Committee Meetings were required to be held. The composition of the Nomination and Remuneration Committee and attendance at its meetings is given hereunder:-

Composition of the Remuneration Committee

Mukund Chandrakant Pilankar

Ajay Kapoor Suhas Jadhav

No.Meeting Attended 1 1 1


Stakeholder’s Relationship Committee

The Stakeholder‟s Relationship Committee of the Board comprises of Mr. Suhas Jadhav, Chairman of the Committee, Mr. Anil B Vedmehta and Mr. Mukund Chandrakant Pilankar with Mr. Deepak Singh Dhami., being the Compliance Officer and can be contacted at the Corporate Office of the Company at:

401/402, Palm Spring Bldg, Link Road Malad West Mumbai – 400 064. Email: [email protected] The Committee consists of two independent directors and one non-executive director. The Committee is chaired by a non-executive independent director. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors‟ grievances. The Committee specifically looks into redressing shareholders‟/ investors‟ complaints/ grievances pertaining to share transfers/transmissions, issue of share certificates, non-receipt of annual reports, and other allied complaints. The Committee met 1 time during the year 2014 - 2015. Attendance at the Committee meetings were as under:-

Composition of the Committee

Suhas Jadhav (Chairman)

Anil B Vedmehta Mukund C Pilankar

No. of Meeting Attended 1 1 1

No members‟ complaints/queries were received during the period under review and no complaints/ queries were pending as on March 31, 2015. COMMITTEE OF DIRECTORS

In addition to the above Committees, the Board has constituted the following Committees:- Finance Committee of Directors comprises of Mr. Anil B Vedmehta, Chairman of the Committee, Mr. Suhas Jadhav and Mr. Ajay Kapoor to look into matters pertaining to finance and banking transactions, granting power of attorneys, property matters and other day-to-day operations of the Company. During the year under review, 1 Finance Committee Meeting was held and attendance at the Committee meetings was as under:-


Anil B Vedmehta Suhas Jadhav Ajay Kapoor

No. Meeting Attended 1 1 1

Committee of Board to review capital expenditure, budgets, long term business strategies and organizational structure of the Company. The Committee comprises of Mr. Suhas Jadhav, Chairman, Mr.Pulkit Mehta and Mr. Ajay Kapoor. During the year under review, 1 Meeting of the Committee of Board was held. Attendance at the Committee meeting was as under:-


Suhas Jadhav Anil B Vedmehta Ajay Kapoor

No. of Meeting Attended 1 1 1


GENERAL BODY MEETINGS

Location and time of Last Three Annual General Meetings:

Year Type Date of AGM Venue Time

2013-2014 AGM September 30, 2014 Pride Hotel Ahmadabad 2:30PM

2012-2013 AGM September 30, 2013 Registered Office 10.00 am

2011-2012 AGM September 29, 2012 Registered Office 10.00 am

OTHER DISCLOSURES

During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no

other related party transactions with its promoter, directors, management and subsidiaries that had a potential conflict with the interest of the Company at large.

The Company has complied with various rules and regulations prescribed by Stock Exchanges, Securities and

Exchange Board of India or any other statutory authority relating to the capital markets during the last three years.

MEANS OF COMMUNICATIONS

Quarterly and half yearly results Published in English & Regional News Paper

Any website, where displayed www.mobileteleindia.com

Whether it also displays official news releases; and the presentations made to institutional investors or to the analysts

Yes.

GENERAL INFORMATION FOR MEMBERS

Annual General Meeting:

Date and Time : 24th July, 2015. Time 1:00 PM

Venue: The Pride Hotel, Ahmedabad, Judges Bungalow Road, Off S.G. Road, Ahmedabad - 380054

Dividend Payment Date: NA

Date of Book Closure : 21

st July, 2015 to 24

th July, 2015 (inclusive both days)

Financial Calendar :

Financial reporting for the quarter ending June 30, 2015 - Mid Aug, 2015 Financial reporting for the quarter ending September 30, 2015 - Mid Nov, 2015 Financial reporting for the quarter ending December 31, 2015 - Mid Feb, 2016 Financial reporting for the quarter year ending March 31, 2016 - End May, 2016 Listing:

The Stock Exchanges on which the Company‟s securities are listed and the Company‟s Stock Code is given below: 1 Bombay Stock Exchange Limited 2. Ahmedabad Stock Exchange Limited

Phiroze Jeejeebhoy Towers, Kamdhenu Complex Dalal Street, Mumbai – 400 001 Opp.Sahajanand College, Panjarapole Scrip Code: 532127 Ahmedabad – 380 015 Market Information:

Market Price data – monthly high/low and trading volumes during the last financial year on the BSE /depicting liquidity of the Company‟s Ordinary Shares on the said exchange is given hereunder:-


Stock Exchange BSEL

Month High (Rs.)

Low(Rs.)

No. of Shares Traded

Turnover (Rs.)

April 2014 4.11 3.24 9,04,554 31,97,439

May 2014 4.39 3.20 6,99,445 24,64,259

June 2014 4.70 2.99 19,44,118 66,92,178

July 2014 3.85 2.71 14,06,387 46,57,442

August 2014 3.65 2.61 3,85,911 11,11,050

September 2014 4.43 2.80 33,13,726 1,26,43,282

October 2014 4.60 3.50 36,93,151 1,50,67,197

November 2014 4.50 3.44 17,40,574 72,04,238

December 2014 5.88 4.35 28,03,754 1,45,74,367

January 2015 6.88 4.20 48,82,222 2,62,16,044

February 2015 5.20 3.82 11,28,141 51,46,630

March 2015 4.66 2.60 37,83,126 1,16,77,744

Registrar and Transfer Agents:

Members are requested to correspond with the Company‟s Registrar & Transfer Agents – Big Shares Services Private Limited quoting their folio no. At the following addresses: (i) M/s Big Shares Services Private Limited Tel: 022 - 28470652 E-2/3, Ansa Industrial Estate. Fax: 022- 28473474

Sakivihar Road, Saki Naka Andheri (East) Mumbai – 400 072

Share Transfer system:

Shares lodged for transfer at the Registrar‟s address are normally processed within 15 days from the date of lodgement, if the documents are clear in all respect. All requests for dematerialisation of shares are processed and the confirmation is usually given to the depositories within 15 days. Senior Executives of the Company are empowered to approve transfer of shares. Grievance received from Members and other miscellaneous correspondence on change of address, mandates, etc. are processed by the Registrars within 30 days. Shareholding Pattern as on March 31, 2015:

Dematerialization of shares:

Electronic holding by members comprises of 97.88% of the paid up Ordinary Share Capital of the Company held through the National Securities Depository Limited (80.18%) and Central Depository Securities (India) Limited (17.70%) as on March 31, 2015.

As on March 31, 2015

Category No. of Shares %

Companies, Mutual Funds & Trusts 20552723 17.27

Directors and relatives 61736389 51.88

NRIs & Foreign Companies 584073 0.49

Clearing Members 2654113 2.23

Others 33472702 28.13


Plant Locations:

Plant Location Range of Products Produced

E – 78, MIDC, Nashik, Maharashtra.

1) Hooters, smoke detector, Fire Alarms 2) Printed Circuit Boards 3) Point of Sales Printers 4) Railway Signaling Products

Address for Correspondence:

401/402, Palm Spring Bldg, Link Road, Malad West Mumbai – 400 064.

MANAGING DIRECTORS CERTIFICATION

To The Board of Directors Mobile Telecommunications Limited Mumbai I, Anil Vedmehta, Chairman & Managing Director of Mobile Telecommunications Limited to the best of my knowledge and belief, certify that: a) I have reviewed financial statements and the cash flow statement for the year and that to the best of my

knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

(ii) These statements together present a true and fair view of the company‟s affairs and are in compliance with

existing accounting standards, applicable laws and regulations. b) There are, to the best of my knowledge and belief, no transactions entered into by the company during the year

which are fraudulent, illegal or violative of the company‟s code of conduct.

c) I am responsible for establishing and maintaining internal controls and have evaluated the effectiveness of internal control systems of the company and the auditors, the Audit Committee, and I have not come across any deficiencies in the design or operation of internal controls during the financial year;

d) There were no instances of any fraud involving management or employees having a significant role in the

Company‟s internal systems;

e) There were no significant changes in internal control and/or of accounting policies during the year;

f) I have not denied any personnel access to the audit committee of the Company (in respect of matters involving alleged misconduct);

g) I further declare that all board members and senior managerial personnel have affirmed compliances with the

code of conduct for the current year.


46, Empire Tower, Near Associated Petrol Pump, C G. Road, Ahmedabad, Gujarat


DIN: 00283486


Date: June 29th

2015

ANNEXURE A

Form No. MGT-9

Extract of Annual Return as on the financial year ended on 31.03.2015

I.

REGISTRATION AND OTHER DETAILS

1. CIN L32100GJ1995PLC024812

2. Registration Date 28/02/1995

3. Name of the Company MOBILE TELECOMMUNICATIONS LIMITED

4. Category / Sub-Category of the Company Company Limited by Shares

Indian Non-Government Company

5. Address of the Registered office and contact details

46, EMPIRE HOUSE, NR ASSOCIATED PETROL PUMP

C G ROAD, AHMEDABAD 380009

6. Whether listed company Yes/No Yes

7.

Name, Address and Contact details of Registrar and Transfer Agent, if any

BIG SHARES SERVICES PRIVATE LIMITED

E-2/3, Ansa Industrial Estate, Sakivihar Road,

Sakinaka, Andheri (East)

Mumbai - 400072

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services % to total turnover of the company

Electric wire & Cables 1

PCB Smoke Sectors & Alarms 3

Software 45

Hardware /Mobile Phones/Speakers 51

III.

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE

% of shares held

Applicable Section

NA NA NA


IV.

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i)

Category- Wise Share holding

Category of Shareholders No. of Shares held at the beginning of the

year No. of Shares held at the end of the year %

Change during

the year

Demat Physical Total % of Total

Shares Demat Physical Total

% of Total

Shares

(A) Promoter and Promoter Group

1. Indian

(a)

Individuals/Hindu Undivided Family/PAC/Relatives of Directors

60243264 4000 60247264 50.63 61736389 0 61736389 51.88 1.25

(b)

Central Government/State Government(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

(c) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil Nil Nil

(d) Financial Institutions / Banks Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub Total (A)(1) Nil Nil Nil Nil Nil Nil Nil Nil Nil

2. Foreign Nil Nil Nil Nil Nil Nil Nil Nil Nil

(a)

Individuals (Non-Resident Individuals/Foreign Individuals) Nil Nil Nil Nil Nil Nil Nil Nil Nil

(b) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil Nil Nil

(c) Institutions Nil Nil Nil Nil Nil Nil Nil Nil Nil

(d) Qualified Foreign Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil

(e) Any Other (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub Total (A)(2) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Total Shareholding of Promoter and Promoter Group

(A)=(A)(1)+(A)(2) 60243264 4000 60247264 100.00 61736389 0 61736389 100.00

1.25


(C) Shares held by custodians and against which Depository Receipts have been issued

Promoter and Promoter group Nil Nil Nil Nil Nil Nil Nil Nil Nil

Public Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub Total ( C ) Nil Nil Nil Nil Nil Nil Nil Nil Nil

GRAND TOTAL (A)+(B)+(C) 116475890 2524110 119000000 100 116481890 2518110 119000000 100.00

ii)

Shareholding of Promoters

Shareholder’s Name

Shareholding at the beginning of the year

Share holding at the end of the year

% change

in share

holding during

the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares

of the company


1 Anil Babulal Vedmehta 58742264 49.36 0.00 61731389 51.88 0.00 2.52

2 Pulkit Vimal Mehta 1500000 1.26 0.00 Nil 0.00 0.00 -1.26

60247264 50.62 0.00 61736389 51.88 0.00 1.26

ii)

Shareholding of Promoters

Shareholder’s Name


Share holding at the end of the year

% change

in share

holding during

the year

No. of Shares

% of total Shares of the company


No. of Shares

% of total Shares

of the company


1 Anil Babulal Vedmehta 58742264 49.36 0.00 61731389 51.88 0.00 2.52

2 Pulkit Vimal Mehta 1500000 1.26 0.00 Nil 0.00 0.00 -1.26

60247264 50.62 0.00 61736389 51.88 0.00 1.26


iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of the Top 10 Shareholders


Shareholding at the End of the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

1 Rosevalley Software Solutions Pvt. Ltd 7541080 6.34 Nil 0.00

2 Farmasia Labrotaries Ltd. 5223854 4.39 Nil 0.00

3 Favourable Leafin and Investment Pvt Ltd. 3259530 2.74 Nil 0.00

4 Religare Finvest Ltd 1942250 1.63 1196033 1.01

5 Fair Wealth Securities Limted 6560018 5.51 11539791 9.69

6 Shri Krishnan Devcon Limited 1285000 1.08 1285000 1.08

7 Globe Fincap Limited 3635206 3.05 Nil 0.00

8 Arihant Capital Mkt. Ltd 1802545 1.51 1405532 1.18

9 Pilot Capital Private Limited 1650202 1.39 Nil 0.00

10 Rachna Bagga 1422487 1.20 Nil 0.00

11 Sunil Mehta Nil 0.00 9568456 8.04

12 Naresh Rungta Nil 0.00 1500000 1.26

13 Pulkit Vimal Mehta Nil 0.00 1470000 1.23

14 Guiness Securities Limited Nil 0.00 1330930 1.12

Total 34322172 28.84 29295742 24.61

v)

Shareholding of Directors and Key Managerial Personnel:

For Each of the Top 10 Shareholders

Shareholding at the beginning of the

year

Cumulative Shareholding during

the year

No. of shares

% of total shares of

the Company

No. of shares

% of total shares of

the Company

Mr. Anil Vedmehta

At the beginning of the year 58742264 49.36 58742264 49.36

Increase in Share holding during the year 2989125 2.51

At the End of the year ( or on the date of separation, if separated during the year) 61731389 51.88


V.

INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the begin-ning of the financial year

881382 25811587 26692969

i) Principal Amount

881382 25811587 26692969

ii) Interest due but not paid

0 0 0

iii)

Interest accrued but not due

0 0 0

Total (i+ii+iii)

881382 25811587 26692969

Change in Indebtedness during the financial year · Addition · Reduction

60216030 4878390 65094420

Net Change

Indebtedness at the end of the financial year

61097412 30689977 91787389

i) Principal Amount

61097412 30689977 91787389

ii) Interest due but not paid

0 0 0

iii) Interest accrued but not due

0 0 0

Total (i+ii+iii)

61097412 30689977 91787389

VI.

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

ANIL VEDMEHTA

SUHAS JADHAV

1. Gross salary Nil Nil Nil

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

Nil Nil Nil

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil

© Profits in lieu of salary under section 17(3) Income tax Act, 1961 Nil Nil Nil


2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Commission - as % of profit - others, specify… Nil Nil Nil

5. Others, please specify Nil Nil Nil

Total (A)

B. Remuneration to other directors:

Sl. no. Particulars of Remuneration Name of Directors

Total Amount

Independent Directors Fee for

attending board / committee meetings Commission

AJAY KAPOOR MUKUND PILANKAR

1 Sitting Fees Nil Nil Nil

2 Commission Nil Nil Nil

3 Others Nil Nil Nil

Total (1) Nil Nil Nil

Other Non-Executive Directors · Fee for attending board / committee meetings · Commission · Others, CHARMI ANIL

VEDMEHTA

1 Sitting Fees Nil Nil Nil Nil Nil

2 Commission Nil Nil Nil Nil Nil

3 Others Nil Nil Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil

Total (B)=(1+2)

Total Managerial Remuneration Nil Nil Nil Nil Nil

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

Sl. no. Particulars of Remuneration KMP

Company Secretary

NA NA NA


VII.

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the

Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT /

COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding


INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF MOBILE TELECOMMUNICATIONS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MOBILE TELECOMMUNICATIONS LIMITED (“the company”),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company‟s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder:.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor‟s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company‟s preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company‟s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31stMarch2015, its profit and its cash flows for the year ended on that date.


Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.OR Requirements of the Companies (Auditor‟s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, are not applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor‟s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 7 below to the financial statements;[or the Company does not have any pending litigations which would impact its financial position]

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts – NA to the financial statements; [or The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses]

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund].

For MAHESH KUMAR JAIN & CO CHARTERED ACCOUNTANTS (Firm Registration No.: 114179W)

MAHESH KUMAR JAIN PROPRIETOR (Membership No.: 047473) Place: MUMBAI Date: 30.05.2015


ADDITIONAL INFORMATION ANNEXED THE INDEPENDENT AUDITORS’ REPORT

1.

a. Records showing full particulars including quantitative details and situation of fixed assets have not been

adequately maintained by the Company.

b. As explained to us, the fixed assets have been physically verified by the management once during the year

and in our opinion the frequency of verification is reasonable, having regard to the size of the company and

nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year the Company has not disposed off any substantial / major part of fixed assets.

2. a. As per information and explanations given to us, the inventories have been physically verified by the

management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical

verification of inventories followed by the management are reasonable and adequate in relation to the size of

the Company and the nature of its business.

c.

d.

The Company has maintained proper records of the inventories. The discrepancies noticed on verification

between the physical stocks and the book records were not material in relation to the size of the Company and

the same have been properly dealt with in the books of account.

The management has utilized software which was a part of Inventory in F.Y 2012-2013 is now reclassified in

FY 2014-2015 as an asset and the effects of the same are given in current year. Revised Income Tax returns

were filled for FY 2012-2013 and FY 2013-2014 to give the impact of the same.

.

3. The Company has taken unsecured loans from companies, firms and other parties covered in the register maintained under section 189 of the Companies Act, 2013. The amount of Rs 306.90 lakhs taken from one party as on 31

st March, 2015. The maximum amount outstanding during the year is Rs 363.55 lakhs, carrying no interest

and other terms and conditions of such loans are prima face not prejudicial to the interest of the Company. As regards the repayment of above loan no terms of repayment have been stipulated. or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that

certain services rendered are of a special nature and suitable alternate sources do not exist for obtaining

comparative quotations for the same, there are adequate internal control procedures commensurate with the size

of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods.

During the course of our audit no major weakness has been noticed in the internal controls.

5. The Company has not accepted any deposits during the year from the public within the meaning of provisions of the Companies Act, 2013 and rules made there under.

6. As informed to us, the Central Government has not prescribed maintenance of Cost Records under sub section (1)

of section 148 of the Act.

7. a. According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company has generally been regular in depositing undisputed statutory dues, including

Provident Fund, Investor Education and Protection Fund, Employees‟ State Insurance, Income Tax, Sales

Tax, Wealth Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate

authorities.


b. According to the information and explanation given to us and the records of the Company examined by us, there are disputed amounts in case of dues of Income Tax Demands :

As per the information and explanations given by the management, the company is not regular in depositing with the appropriate authorities in respect of, undisputed statutory dues including Income Tax and According to the information and explanations given to us, there are undisputed amounts payable in respect of such statutory dues, are as follow TDS of Rs.5,83,384- which has remained outstanding for more than six months as at 31

st March 2015.

According to the Information and explanation given to us, there are no dues of Sales tax, Custom duty, Wealth tax, Excise duty and cess which have not been deposited on account of any dispute except as following Income Tax demands:

(Rs.in Lacs)

Assessment Year

Appeal Pending Authority

Amount Amount already paid/adjusted

2010-11 CIT (Appeal) 313.03 Hearing Pending

2011-12 Order Passed 8.13 Demand Adjusted

2012-13 CIT (Appeal) 27.39 Hearing Pending

c. The company has not been required till now to transfer any amount to Investor Education Protection Fund

under the provisions of the Companies Act, 1956 and the rules thereof.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash

losses during the financial year covered by our audit and in the immediately preceding financial year.

9. In our opinion and according to the information and explanation given to us, the Company has not defaulted in the

repayment of dues to banks. There are no dues to financial institutions and debenture holders.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from banks or financial institutions during the year.

11. In our opinion, and according to the information and explanations given to us, the term loans have been applied for

the purposes for which they have been obtained.

12. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit. For MAHESH KUMAR JAIN & CO CHARTERED ACCOUNTANTS (Firm Registration No. : 114179W) MAHESH KUMAR JAIN PROPRIETOR (Membership No.: 047473) Place: MUMBAI Date: 30.05.2015

7-A/13 Morarji Velji Building,

2nd floor,Dr, M.B.Velkar Street, Kalbadevi Road, Mumbai-400002


AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Members,

We have examined the compliance of conditions of Corporate Governance by Mobile Telecommunications Ltd

for the year ended March 31, 2015 as stipulated in clause 49 of the listing agreement of the said Company with

The Stock Exchange, Mumbai.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the

compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on

the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the

representations made by the Directors and the Management, we certify that the Company has complied with the

conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For MAHESH KUMAR JAIN & CO CHARTERED ACCOUNTANTS (Firm Registration No. : 114179W)

MAHESH KUMAR JAIN PROPRIETOR (Membership No.: 047473 ) Place: MUMBAI Date: 30.05.2015


Mobile Telecommunications Limited

Balance Sheet as at 31 March 2015

31 March 2015 31 March 2014

Notes

Rupees Rupees

Equity and Liabilities

Shareholders' Funds

(a) Share Capital

Share Capital 2.01 119,000,000 119,000,000

Reserves and Surplus 2.02 74,305,870

80,578,373

Non-Current Liabilities

Long-Term Borrowings 2.03

2,872,008

881,382

Deferred Tax Liabilities (Net) 2.04 8,848,711 8,030,353

Current liabilities

Short-Term Borrowings 2.05 88,915,382 78,632,971

Trade Payables 2.06 304,805,950 1,052,585,732

Other Current Liabilities 2.06 35,738,818 67,477,187

Short-Term Provisions 2.07 1,843,141 13,339,696

Total

636,329,881 1,420,525,694

Assets

Non-Current Assets

Fixed Assets

Tangible Asset

2.08 93,402,715 91,141,095

Non-Current Investments

2.09 20,600,000 20,600,000

Current Assets

-

Inventories 2.10 124,682,118 212,979,024

Trade Receivables 2.11 376,318,344 1,036,253,057

Cash and Cash Equivalents 2.12 1,588,730 3,117,238

Short-Term Loans and Advances 2.13 13,773,033 39,792,962

Other Current Assets 2.14 5,964,941 16,642,318

Total

636,329,881 1,420,525,694

Summary of significant accounting policies 1 - -

As per our report on even date

For Mahesh Kumar Jain & Co.

For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No 114179W

Mahesh Kumar Jain (Proprietor)

Anil B Vedmehta Suhas Jadhav

Membership No 047473

Chairman & Managing Director Director

Date : 30th May, 2015

Place : Mumbai



Statement of Profit and Loss for the year ended 31 March 2015

Notes 31 March 2015 31 March 2014

Rupees Rupees

Continuing Operations

I. Income

Revenue from Operations 3.01 1,659,364,762 1,118,130,348

Other Income 3.02 19,356,029 504,594

Total Revenue

1,678,720,791 1,118,634,942

II. Expenses Purchases of Traded Goods 3.03 1,588,627,042 1,098,725,636

(Increase)/Decrease in Inventories of Finished Goods 3.04 63,296,906 (24,076,805)

Employee Benefits Expense 3.05 639,034 16,022,863

Other Expenses 3.06 3,091,536 13,470,683

Total

1,655,654,518 1,104,142,377

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) (I) - (II) 23,066,273 14,492,565

Depreciation and Amortization Expense 2.08 9,785,594 7,107,825

Finance Costs 3.07 8,997,382 6,724,062

Profit/(Loss) Before Exceptional Items

4,283,297 660,678

Profit/(Loss) before Tax

4,283,297 660,678

Tax Expense

Current Tax

850,000 601,158

Deferred Tax

818,358 (1,284,819)

Total Tax Expense

1,668,358 (683,661)

Profit/ (Loss) for the year before Minority Interest and Share in Loss of Associates

2,614,939 1,344,339

Minority Shareholders Interest- Loss/(Profit)

- -

Share in Loss of Associates

- -

Profit/ (Loss) for the year from Continuing Operations (A) 2,614,939 1,344,339

Profit/(loss) for the year (A+B)

2,614,939 1,344,339

0.21 0.11


Earnings per equity share [nominal value of share Re.1/-(31 March 2014 : Re.1/-]

Basic

Computed on the basis of profit from continuing operations

0.21 0.11

Computed on the basis of total profit for the year

0.21 0.11

Diluted

0.21 0.11

Summary of significant accounting policies 1

For Mahesh Kumar Jain & Co

For and on behalf of the Board of Directors



Mahesh Kumar Jain

Anil B Vedmehta Suhas Jadhav Proprietor


Membership No 047473

Date : 30

th May 2015

Place : Mumbai


Mobile Telecommunications Limited Cash Flow statement for the year ended 31st March 2015

Information pursuant to the Listing agreement

31.3.2015 31.3.2014

( Rupees ) ( Rupees )

A Cash Flow from Operating Activities :

Profit before taxation

26,14,939 1,344,339

Adjustments for :

Add : Depreciation and amortisation

97,85,594 7,107,825

TOTAL

1,24,00,533 8,452,164

Less : Excess Provision for earlier year

Cr bal no Longer Payable

1,93,54,320 -

: Misc. Income

657 503,510,

: Interest from Bank including TDS

1,052 1,084

Operating Profit before Working Capital changes (69,55,496 ) 7,947,570

Working Capital Changes :

Changes in Inventories

8,82,96,906 (24,076,805)

Changes in Trade Receivables

65,99,34,713 (68,773,528)

Changes in Loans & Advances

3,66,97,306 7,185,160

Changes in Current Liabilities

(76,23,82,823) 109,040,228

Net Changes in Working Capital

2,29,74,339 23,375,055

Cash generated by Operating Activities 1,60,18,843 31,322,625

Net Cash generated by Operating Activities ( A )

1,60,18,843 31,322,625

B Cash Flow from Investing Activities :

Changes in Fixed Assets

(48,47,788) (17,899,886)

Changes in Investments 0 (20,600,000)

Scrap Sales

- -

Misc. Income

657 503,508

Interest from Bank including TDS

1,052 1,084

Net Cash used in Investing Activities ( B ) (48,46,079) (37,995,294)

C Cash Flow from Financing Activities :

Changes in Secured Loans

(73,94,646) 14,567,286

Changes in Unsecured Loans

(48,78,391) (15,182,146)

Net Cash generated by Financing Activities ( C ) (1,22,73,037) (614,860)

Net Increase / (Decrease) in Cash & Cash Equivalents (15,28,509) (7,287,529)

Cash & Cash Equivalents as at 1.4.2014

31,17,238 13,665,881 Cash & Cash Equivalents as at 31.03.2015

15,88,730 4,762,561

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (15,28,509) (7,287,529)

As per our report of even date

For Mahesh Kumar Jain & Co For and on behalf of the Board of

Directors



Mahesh Kumar Jain ANIL B. VEDMEHTA SUHAS JADHAV

Proprietor


Membership No. 047473

Place : Mumbai , Date : 30

th May, 2015


Mobile Telecommunications Limited Notes to financial statements for the year ended 31 March 2015

2.01 Share capital

31 March 2015 31 March 2014

Rupees Rupees a. Authorized shares capital

i. 300,000,000 (31 March 2012 : 300,000,000) equity shares of Re. 1/- each 300,000,000 300,000,000 b. Issued, subscribed and paid-up capital

i. 119,000,000 (31 March 2012 : 119,000,000) equity shares of Re. 1/- each 119,000,000 119,000,000

Total issued, subscribed and fully paid-up shares capital

119,000,000 119,000,000

DISCLOSURES a Reconciliation of the shares outstanding

i. Equity shares

31 March 2015 31 March 2014

Numbers Numbers

i. At the beginning of the period

119,000,000 119,000,000

ii. Issued during the period-Bonus issue

- -

iii. Issued during the period-ESOP

- -

iv. Redeemed during the period

- -

v. Forfeited During the period

- -

Outstanding at the end of the period

119,000,000 119,000,000 b. Description of the rights, preferences and restrictions attached to each class of shares Equity Shares I The company has only one class of equity shares having a par value of Re.1/- per share. Each holder of equity shares is entitled to

one vote per share held. ii In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company,

after distribution of all preferential amounts in proportion to the number of equity shares held by the share holders. iii During the year March 31, 2015, the amount of dividend per share recognised as distributions to equity shareholders is Rs.NIL/-

(March 31, 2014: Rs. NIL, as dividend of Rs. .05/- proposed by Board of Directors, had been disapproved on Annual General Meeting by Shareholders)

c. Details of shares held within the Group N.A. d. Includes 275,00000 Equity Shares of Re. 1/-

each issued for consideration other than cash

e. Details of shareholders holding more than 5% shares in the company

Name of Shareholder As at 31 March 2015 As at 31 March 2014

No. of Shares held % of Holding

No. of Shares held

% of Holding

Anil Babulal Vedmehta 61,731,389 51.88 58,742,264 49.36

Rosevalley Software Solutions Pvt Ltd - - 7,541,080 6.34

Fair Wealth Securities Ltd 11,539,791 9.70 6,560,018 5.51

Sunil Mehta 9,568,456 8.04 - -


Notes to financial statements for the year ended 31 March 2015

2.02 Reserve and surplus

31 March 2015

31 March 2014

Rupees Rupees

A. General Reserve

Balance as per the last financial statements 2,978,431 2,978,431

Add: amount transferred from surplus balance in the statement of profit and loss - -

Closing Balance 2,978,431 2,978,431 B. Surplus/(deficit) in the statement of profit and loss

Balance as per the last financial statements 77,599,942 69,340,333

Profit for the year 2,614,939 1,344,339

Less: Short Provision of Income Tax (AY 2014-15) (782,442) -

Less: Short Provision of Depreciation (AY 13-14 & AY 14-15) (8,105,000)

Less: Proposed Dividends - (5,950,000)


Less: Tax on proposed equity dividend - (965,270 )

Total appropriation 6,272,503 77,599,942

Net surplus in the statement of profit and loss 71,327,439 77,599,942

Total 74,305,870 80,578,373

2.03 Long-term borrowings

31 March 2015

31 March 2014

Rupees Rupees

Term Loans

- from banks

Kotak Mahindra Bank - Vehicle Loan** 235,194 881,382

- from other parties

Volkswagen Finance Pvt Ltd-Vehicle Loan 2,636,814 -

Total 2,872,008 1,466,447



2.04 Deferred tax liability (net)

31 March 2015

31 March 2014

Rupees Rupees

Deferred tax liability

Fixed assets: Impact of difference between tax depreciation and depreciation/amortization charged for the financial reporting 8,030,353 8,030,353

Gross deferred tax liability 818,358 8,030,353

Net deferred tax assets/ Liabilities 8,848,711 8,030,353

2.05 Short-term borrowings

31 March 2015 31 March 2014

Rupees Rupees

A Secured

Loans repayable on demand

-from banks

i. Cash Credit*

58,225,404 52,821,384

A 58,225,404 52,821,384

B Unsecured

Loans and advances from related parties

i.Due from Companies under same management

- 5,314,922

ii. From Key management persons

30,689,978 20,496,665

B 30,689,978 25,811,587

Total

88,915,382 78,632,971

*Against Hypothecation of, Raw Material, finished goods, store & spares, Receivables and Personal Guarantee of CMD of the Company


2.06 Trade payable and Other current liabilities

31 March 2015 31 March 2014

Rupees Rupees

i. Trade payables ( Due within 1 year)

Sundry creditors (a) Due to Micro and Small Enterprises*

- -

(b) Due to Others

304,805,950 1,052,585,732

304,805,950 1,052,585,732

ii. Unpaid dividends 238,834 238,834

F.Y. 2010-11 - Rs. 204,287/-

F.Y. 2011-12 - Rs. 44,114/-

I. Statutory dues payable

- VAT/Service Tax/ TDS/ Professional Tax 370,406 3,034,206

II. Salary Payable 176,467 2,912,758

III. Trade Advance Received 34, 192,111 54,145,000

IV. Bank OD - -

V. Advanced Income - -

V. Interest free deposits from customers 761,000 7,245,755

35,738,818 67,477,187

Total 340,544,767 1,120,062,919

* As per Information and explanation given by the management no vendor is reported to be fall under MSME



2.07 Provisions - Short Term

Short-term

31 March 2015 31 March 2014

Rupees Rupees

a. Provision for employee benefits

Provision for Providend Fund - 380,588

Provision for Labour Welfare Fund - -

Provision for ESIC - 63,838

Provision for Professional Tax - 257,716

- 444,426

b. Other provisions


Provision for income tax 1,843,141 12,795,904

1,843,141 12,795,904

1,843,141 13,339,696



2.08 TANGIBLE FIXED ASSETS (Rupees)

RATE G R O S S BLOCK DEPRECIATION NET BLOCK

Assets OF As at Additions Deduction As at As at For the Deductions As at As at As at

DEPR. 31.3.2014 during

Year During the year 31.3.2015 31.3.2014 Year 31.3.2015 31.3.2015 31.3.2014

Land - 5,556,230 - - 5,556,230 - - - - 5,556,230 5,556,230

Factory Building 3.34% 54,839,528 - - 54,839,528 12,189,096 1,831,640 - 15,852,376 38,987,152 40,818,792

Plant & Machinaries 4.75% 26,093,623 - - 26,093,623 10,545,730 1,239,447 - 11,785,177 14,308,446 15,547,893

Computer Equipment 16.21% 14,722,965 - 14,722,965 13,401,738 1,321,227 - 14,722,965 - 1,321,226

Furniture and Fittings 6.33% 3,016,782 - - 3,016,782 1,966,514 190,962 - 2,157,476 859,306 1,050,268

Electrical Installation 4.75% 5,990,254 - - 5,990,254 2,490,896 284,537 - 2,775,433 3,214,821 3,499358

Air Conditioners 4.75% 3,331,107 - - 3,331,107 1,298,108 158,228 - 1,456,336 1,874,771 2,032,999

Office Equipment 4.75% 37,540 - - 37,540 18,177 1,783 - 19,960 17,580 19,363

Motor Car* 9.50% 5,404,123 3,084,577 - 8,488,700 2,009,042 705,269 - 2,714,311 5,774,389 3,395,081

Capital Work in Progress (Software Development)

17,899,886 6,467,452 14,399,817 9,967, 521 - - - - 9,967,521 17,899,886

Software Capitalized

25,000,000 - - 25,000,000 8,105,000 4,052,000 - 12,157,500 12,842,500 16,895,000

Total 161,892,037 9,552,029 14,399,817 157,044,249 53,855,941 9,785,594 - 63,641,535 93,402,715 108,036,096

Previous Year 121,343,366 17,899,886 - 139,243,252 40,994,332 7,107,825 - 48,102,157 91,141,095 80,349,034

* The CMD of the Company is entiled for the car and the same is in his personal name * The management has utilized software which was a part of Inventory in F.Y 2012-2013 is now reclassified in FY 2014-2015 as an asset and the effects of the same

are given in current year. Revised Income Tax returns were filled for FY 2012-2013 and FY 2013-2014 to give the impact of the same.

2.09 Non-current investments-Non Trade 31 March 2015 31 March 2014

Nos. Value in Rs. Nos. Value in Rs.

NON CURRENT INVETEMENTS – UNQUOTED

Investments in Equity shares : Un Quoted

Investment in others - Mohini Fibers Private Limited* 257,500 20,600,000 257,500 20,600,000 (Face Value Rs.10 Premium per Share is Rs.70/-) - -

- 20,600,000 20,600,000 Less:-Provision for diminution - - - - 20,600,000 20,600,000

*Shown at Book Value


2.10 Inventories (valued at lower of cost and net realizable value on FIFO Basis)

31 March 2015 31 March 2014

Rupees Rupees

Stock-in-trade 124,682,118 212,979,024

Total 124,682,118 212,979,024

2.11 Trade receivables and other assets

Trade receivables

31 March 2015 31 March 2014

Rupees Rupees

a. Trade receivables outstanding for a period less than six months

Unsecured, considered good 368,965,790 495,504,620

Unsecured, considered doubtful

Less: Provision for doubtful debts - -

368,965,790 495,504,620

b. Trade receivables outstanding for a period exceeding six months


Unsecured, considered doubtful

Less: Provision for doubtful debts - -

Provision for doubtful receivables 7,352,554 540,748,437

Total 376,318,344 1,036,253,057

2.12 Cash and bank balances

31 March 2015 31 March 2014

Rupees Rupees

Cash and cash equivalents

Balances with banks:

On current accounts 90,427 109,379

On Current Account - Dividend A/c 238,834 238,834

Cash on hand 1,259,469 2,769,025

1,588,730 3,117,238

2.13 Loans and advances

31 March 2015 31 March 2014

Rupees Rupees

A. Security Deposits


1,055,033 9,868,842

A. Advances recoverable in cash or kind


12,718,000 29,964,120

13,773,033 39,792,962

2.14 Other current assets

31 March 2015 31 March 2014

Rupees Rupees

Advance Income-tax /TDS 5,559,974 16,515,368

Prepaid Expenses 404,967 16000

Others - 110950

Total 5,964,941 16,642,318

3.01 Revenue from operations

31 March 2015 31 March 2014

Rupees Rupees

Income from sale of products 370,636 -

Income from sale of Trading Goods 1,656,241,236 1,094,907,998

Income from Sales of Services 2,752,890 23,222,350

Others - -

1,659,364,762 1,118,130,348

3.02 Other income


31 March 2015 31 March 2014

Rupees Rupees

Interest income on

Bank deposits 1,052 1,084

Excess provision written back 19,354,320 298,489

Miscellaneous income 657 52,330

19,356,029 504,594

31 March 2015 31 March 2014 (Increase)/decrease) 3.03

Rupees Rupees

Inventories at the end of the year

Traded goods and Raw Material 124,682,118 187,979,024

3.04

1 24,682,118 187,979,024 63,296,906

Inventories at the beginning of the year

Traded goods and Raw Material 162,979,024 188,902,219

165,393,657 165,393,657 25,923,195

ii. Details of Purchase of Traded Goods

-

31 March 2015 31 March 2014

Rupess Rupess

Purchase Traded Goods and Raw Material 1,588,627,042 1,098,725,636

1,098,725,636 1,098,725,636 25,923,195

Employee benefit expense 31 March 2015 31 March 2014

Rupess Rupess

3.05

Salaries, wages and bonus 616,544 15,883,083

Staff welfare expenses 22,490 138,208

639,034 16,021,291

Other expenses

31 March 2015 31 March 2014 3.06

Rupess Rupess

Audit fee 2 85,000 85,000

Rent, Rates and Taxes 853,000 6,601,252

Communication Expenses 164,855 1,265,907

Repairs & Maintenance - Machineries - 99,153

Repairs & Maintenance - others 68,198 1,557,525

Advertisement Selling and Distribution Expenses 195,518 265,705

Travelling, Conveyance Expenses 17,100 202,630

Bank Charges 45,785 187,870

Transportation Expenses - 2,600

Legal & Professional Fees 582,529 182,016

Vehicle Expenses - 337,232

Printing & Stationery Expenses 25,390 77,422

Electricity Expenses 379,440 1,180,900

Insurance Charges 221,314 104,364

Office Expenses 27,964 1,103,531

Currency Fluctuation - 106,626

Miscellaneous Expenditure written off 110,950 110,950

Security Charges 114,373 -

Int on Late Pay of TDS 120 -


3,091,536 13,470,683

Payment to Auditor

31 March 2015 31 March 2014

Rupess Rupess

As Auditor:

Audit fee 171,000 65,000

Tax Audit fee 114,000 20,000

Other Services 57,000 -

342,000 85,000



2.08 Depreciation and Amortization Expenses

31 March 2015 31 March 2014

Rupess Rupess

Depreciation of tangible assets 9,785,594 7,107,825

9,785,594 7,107,825

3.07 Finance Costs

31 March 2015 31 March 2014

Rupess Rupess

Interest Expenses

Term Loan 257,046 108,220

Cash Credit 8,472,510 6,493,577

Bank Charges 267,826 122,265

8,997,382 6,724,062



4.01 Contingent liabilities

31 March 2015 31 March 2014

Rupees Rupees

For Assessment Year 2009-10*

5,372,912 5,372,912


For Assessment Year 2010-11

31,304,520 31,304,520

36,677,432 36,677,432

*Appeal is pending in ITAT, The authorities have demand Rs. 5372912/- out of which Rs. 2401660/- have already being paid by the Company on 23rd August, 2012

** Appeal is pending before the CIT appeals.



4.02 Related party disclosures

Names of related parties and related party relationship

A.

Related parties with whom transactions have taken place during the year

I Key management personnel

Anil B Vedmehta , CMD

Relative of key management personnel

II

Enterprises owned or significantly influenced

by key management

Quantum e Services Pvt Ltd

B.

Related party transactions

The following table provides the total amount of transactions that have been entered into with related parties

-

Loans Taken and repayment thereof

(In Rupees)

Year ended Amount owned by

related parties at Beginning

Loans taken

Repayment Interest accrues

Amount owned by related parties at year end

Enterprises owned or significantly influenced by key management personnel or their relatives

Quantum e Services Private Limited 31 March 2015 5,314,922 442,101 5,757,023.31 - -

31 March 2014 24,715,435 6,296,925 25,697,438 - 5,314,922

key managerial personnel

Anil B Vedmehta 31 March 2015 20,496,665 17,208,338 7,015,025 - 30,689,977

31 March 2014 16,278,298 13,488,704 9,270,337 - 20,496,665

-

Loans given and repayment thereof

- Remuneration to key managerial personnel

31 March 2015

31 March 2014

31 March 2013


Mr. Anil B. Vedmehta – CMD

Director's Remuneration

- 3,000,000 3,000,000

Total

- 3,000,000 3,000,000



Earnings per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations:

31 March 2015 31 March 2014

Rupees Rupees

Total operations for the year

Profit/(loss) after tax 2,614,939.06 1,344,339

Less : Dividends on convertible preference share & tax thereon - -

Net profit/(loss) for calculation of basic EPS 2,614,939.06 1,344,339

Net profit as above 2,614,939.06 1,344,339

Add : dividend on convertible preference share & tax thereon - -

Add : interest on bonds convertible into equity shares (net of tax) - -

Net profit/(loss) for diluted EPS 2,614,939.06 1,344,339

Continuing operations

Profit/(loss) after tax 2,614,939.06 1,344,339

Less : Dividends on convertible preference share & tax thereon - -

Net profit for calculation of basic EPS 2,614,939.06 1,344,339

Net profit as above 2,614,939.06 1,344,339

Add : dividend on convertible preference share & tax thereon - -

Add : interest on bonds convertible into equity shares (net of tax) - -

Net profit/(loss) for calculation of diluted EPS 2,614,939.06 1,344,339

Weighted average number of equity shares in calculating basic EPS 119,000,000 119,000,000

Effect of dilution: - -

Stock options granted under ESOP - -

Weighted average number of equity shares in calculating diluted EPS 119,000,000 119,000,000

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES 1. Basis of preparation of financial statements


The financial statements are prepared under historical cost convention in accordance with the Generally Accepted Accounting Principles in India and comply in all material respects with the accounting standards specified under the Section 133 of the Act read with rule 7 of the Companies (Accounts) Rules 2014. All the assets and liabilities have been classified as Current or non-current as per Company‟s normal operating cycle. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities.

2. Revenue recognition

a) Revenue from Sale of goods and services are recognized as per sale contracts terms. b) Other Income is accounted on accrual basis except where the receipt of income is uncertain.

3. Fixed Assets

Fixed Assets are stated at the cost of acquisition including taxes, duties, freight and other incidental expenses related to acquisition and installation less accumulated depreciation and impairment if any. The useful life of assets prescribed in Schedule II to the Companies Act, 2013 are not considered for the purpose of Computation of Depreciation. Capital work-in-progress comprises of the cost of fixed assets that are not yet ready for their intended use at the reporting date.

4. Depreciation

Depreciation on Fixed Assets is provided on the straight-line basis at the rates and manner prescribed under schedule XIV of the Companies Act, 1956. The Company has not followed the requirement of Schedule II of the Companies Act 2013 in regard to the calculation of depreciation and continues to provide the depreciation as per schedule XIV of the Companies Act 1956 only. The same is based on the notification issued by MCA dated 29

th August 2014 whereby the requirements of

components accounting has been made voluntary in respect of financial year commencing on or after 1st

April 2014 and mandatory for financial statement in respect of financial year commencing on or after 1st April

2015.

5. Inventories

a) Raw Materials, Stores and spares, and other inventories are valued at cost or net receivable value

whichever is low on FIFO basis. b) Hardware, peripheral and software sets are valued at cost on FIFO basis.

6. Miscellaneous Expenditure

The preliminary and pre-operative expenses and project development expenses are written off over a period of 10 years.

7. Retirement Benefits

The gratuity payable is accounted as and when applicable on the actuarial basis.

8. Provisions, Contingent Liabilities

Provisions: provisions are recognized when there is a present obligation as a result of past events and it is probable that an out flow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.


Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

9. Income Tax

Provision for taxation includes current tax and deferred tax. Current Tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates and tax laws. Deferred tax assets and liabilities are recognized for further tax consequences attributable to the timing differences between taxable income and accounting income that are capable of reversal in one or more subsequent periods and are measured using tax rates enacted or substantively enacted as at the Balance Sheet date. Deferred Tax assets are not recognized unless, in the management judgment, there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. The carrying amount of deferred tax is reviewed at each balance sheet date.

10. Investments

Investments which are readily realisable and intended to be held for not more than one year from the date on which such investments are made are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and quoted/fair value, computed category wise. Long Term Investments are stated at cost. Decline in value, if any, which is not considered temporary in nature, is provided for.

11. OTHER NOTES ON ACCOUNTS

1. In the opinion of the Board, current assets, loans and advances have a value on realization at least equal to

the account at which they are stated in the books of accounts and provision for all known liabilities have been made, except as mentioned otherwise.

2. The Company is engaged in the business of Telecom System development and electronic hardware and

software trading and other product and there is no separate reportable segment as per Accounting Standard (AS) 17 on segment reporting.

3. In accordance with the Accounting Standard (AS) 28 on “Impairment of Assets” issued by the Institute of

Chartered Accountants of India, the company assesses potential generating of economic benefits from its business assets and is of the view that assets employed in continuing business are capable of generating adequate returns over their useful lives in the usual course of business. There is no indication to the contrary and accordingly the management is of the view that no provision is called for in the accounts for the year.

4. In order to strength the financial position of the company and to support to fund flow position the Managing

Director, Anil B Vedmehta have foregone his Managerial Remuneration for the FY 2014-15 and other directors have not taken any financial benefits including directors board sitting fees.

5. The balances of debtors, creditors, loans & advances are subject to confirmation.

6. The previous year‟s figures are regrouped, rearranged or recast, wherever required, to make them comparable.

As per our report of even date

For Mahesh Kumar Jain & Co For and on behalf of the Board of Directors

Chartered Accountants Firm Registration No 114179W Mahesh Kumar Jain ANIL B. VEDMEHTA SUHAS JADHAV

Proprietor


Membership No. 047473

Place : Mumbai , Date : 30

th May, 2015

CONTENTS Page No. · 2015-09-25 · attain breakthrough in EMS business and offer complete solution...

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Transcript of CONTENTS Page No. · 2015-09-25 · attain breakthrough in EMS business and offer complete solution...