MAHARASHTRA CORPORATION LIMITED
Your Directors have pleasure in presenting the 34th Annual Report of the Company on thebusiness and operations together with the audited results for the year ended 31st March2016.
| || ||(Rs. In Lacs) |
|Particulars ||Year Ended 31-03-2016 ||Year Ended 31-03-2015 |
|Revenue from Operations ||1278.75 ||284.52 |
|Profit before depreciation and Tax ||0.84 ||3.75 |
|Less: Depreciation ||0.20 ||0.35 |
|Profit after depreciation and before Tax ||0.64 ||3.40 |
|Less : Provision For Tax ||0.20 ||1.20 |
|Less : Deffered Tax ||- ||0.10 |
|Less : Short/ Excess earlier year ||- ||- |
|Net Profit ||0.44 ||2.10 |
|Add: Profit & Loss A/c balance of previous years ||125.04 ||122.94 |
|Appropriations: || || |
|Proposed Dividend ||- ||- |
|Interim Dividend ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Transfer to General Reserve ||- ||- |
|Balance c/f to Balance Sheet as at 31.03.2016 ||125.48 ||125.04 |
During the year under review the Company earning total revenue of Rs. 1278.75 Lacs incomparison to the total revenue of Rs. 284.52 Lacs generated in previous year ended 31stMarch 2015. The profit after tax comes to Rs. 0.44 lakhs during the year as compared toRs. 2.10 Lakhs for the last year ended 31st March 2015. The reason behind the decrease inprofit after tax is increase in total expenses.
Your Directors are trying hard to reduce the expenses so that the profit margin can beincreased. Your Directors are optimistic about favourable market conditions in the comingyears which shall further result into good profits.
In order to plough back the profits for future operations the Board of Directors ofyour Company do not recommend any dividend for the year 2015-16.
The Issued Subscribed & Paid up Capital of the Company as on 31st March 2016stands at Rs. 135333330/- divided into 135333330 Equity Shares of Re. 1/- each. Duringthe year the Company has not issued shares with differential voting rights nor grantedany stocks options or sweat equity.
TRANSFER TO RESERVE:
The Board does not propose to make transfer to reserves for the year 2015-16 andinstead intends to retain the net profit of Rs. 44079/- in the Profit & Loss Accountfor the year ended 31st March 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Kanwarlal Rathi (DIN: 06441986) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.
ii) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of its various Committees. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report
iii) Meetings of the Board:
During the year ended 31st March 2016 Four (4) Board Meetings were held by the Companyon 30th May 2015 14th August 2015 9th November 2015 and 10th February 2016. Details ofthe meetings and the attendance record of the Directors are mentioned in the CorporateGovernance section which forms part of this Report.
iv) Committees of the Board:
At present there are three (3) Committees of Board i.e. Audit CommitteeStakeholdersRelationship Committee & Nomination & Remuneration Committee.The Composition and other details related to the Committees have been stated in theCorporate Governance Report which forms integral part of this report.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
CHANGE IN THE NATURE OF BUSINESS:
Over the years the Company has been involved in trading of fabrics. In addition to thesame the Company had decided to start trading of cashew nuts. Though the operationscarried out in this field are at very initial stage and the Company is yet to achieve asubstantial growth in this direction. However to sum up your Directors would like toinform that there is no change in business but an expansion of business.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as Annexure A.
NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is annexed as Annexure Bto this Report.
Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013 as well as Part C of Schedule II of the Listing Regulations. The composition ofthe Audit Committee detail of terms of reference number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.
AUDITORS & THEIR REPORT:
a) Statutory Auditor:
M/s. Lakhpat M Trivedi & Co. (Reg. No. 109047) Chartered Accountant Mumbai theStatutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting are eligible for re-appointment. They have expressed their willingness tobe re-appointed and have confirmed that their appointment if made will be in accordancewith the provisions of Section 139 & 141 of the Companies Act 2013.
The Statutory Auditors M/s. Lakhpat M Trivedi & Co. Chartered Accountants haveissued their reports on Financial Statements for the year ended 31st March 2016. There areno adverse remarks or qualifications in the said report. The Notes on Accounts referred toin the Auditors Report are self-explanatory and do not call for any furthercomments.
Your Directors recommend reappointment of M/s. Lakhpat M Trivedi & Co. as theAuditors of the Company for the financial year 2016-17.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed M/s. Rituraj & AssociatesPractising Company Secretary as Secretarial Auditors to undertake secretarial audit of theCompany for the financial year ended 31st March 2016. The Secretarial Audit Report isattached herewith marked as Annexure C and forms an integral part ofthis report.
The Secretarial Auditor has made and mentioned the following observation in its report:
1) The Company has not appointed Chief Financial Officer (CFO) and CompanySecretary as required under section 203 of the Companies Act 2013 read with Rule 8 of theCompanies (Appointment of and Remuneration of Managerial Personnel) Rules 2014.
2) The Nomination and Remuneration Committee has not been properly constitutedin terms of Section 178 of the Companies Act 2013 read with Rule 6 of Companies (Meetingsof Board and its Powers) 2014 clause 49 of Listing Agreement and Regulation 18 of SEBI(Listing Obligations and Regulation) 2015.
In this respect your Directors would like to submit their response as follows:
1. Even after making deliberate efforts; the Company was unable to appoint ChiefFinancial Officer and Company Secretary during the year. The Company assures you that theCompany will appoint suitable candidates for the post of Chief Financial Officer andCompany Secretary.
2. The Company already have two Independent Directors on the Board both of whom areMembers of the Nomination & Remuneration Committee. However in accordance withprovisions of Section 178 of the Companies Act 2013 one more Member is required to beinducted in the Committee in the capacity of either Independent or non-executive Director.Since at present there is no such Director on the Board the Company will appoint acompetent person on the Board who shall be further inducted in the Committee after whichthe constitution of the Committee will be in accordance with guiding provisions.
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management controls riskthrough means of a properly defined framework. The policy has been hosted onCompanys website www.mahacorp.in.
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:
During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website at thelink: http://mcl.visagar.com/attachments/policyrtp.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
During the year ended 31st March 2016 the Company has not given any loans orguarantees covered under the provisions of Section 186 of the Companies Act 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of theFinancial Year of the Company and date of this report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company; hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No. INE272E01027 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
LISTING OF SHARES:
The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2015-16.
The Company does not have any Subsidiary Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-link http://mcl.visagar.com/attachments/VIGILMechanismMCL.pdf
The Audit Committee of Directors are entrusted with the responsibility to oversee theVigil mechanism.
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate
Governance along with a certificate from the Companys Auditors on its complianceforms an integral part of this report.
SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval given on 10th April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. The Company is in compliance with the same.
ADOPTION OF VARIOUS POLICIES
The Board of Directors of the Company had adopted various policies during the year asprescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Company has also adopted a Code of Practices and Procedures for Fair Disclosureof Unpublished Price Sensitive Information and Code of Conduct to RegulateMonitor and Report Trading by its employees and other connected persons. All theDirectors Senior Management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.
ADOPTION OF NEW SET OF ARTCLES OF ASSOCIATION
The Company had adopted new set of Articles of Association framed in conformity withCompanies Act 2013 and approved by the Members in the Annual General Meeting held on 30thSeptember 2015.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.
PARTICULARS OF EMPLOYEES
Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Companies Act 2013 read withRule 8 (3)(A & B) of Companies (Accounts) Rules 2014 regarding Conservation of Energyand Technology Absorption are not applicable to the Company.
FOREIGN EXCHANGE OUTGO AND EARNINGS
As stated earlier during the year under preview the Company had started with a newbusiness segment wherein the Company shall carry out trading of Cashew Nuts. In thisrespect Company had made some purchases of dryed raw cashew nuts in shell from Nigeriathe consignment of which is yet to be received. There was foreign outflow pertaining tothe same. But there has been no inflow of foreign exchange as Company does not intend tosell the cashew nuts abroad. The particulars regarding foreign exchange inflow and outfloware as follows:
|Particulars ||FY 2015-16 ||FY 2014-15 |
| ||(Rs.) ||(Rs.) |
|i) Foreign Exchange earnings ||Nil ||Nil |
|ii) Foreign Exchange outgo ||7793856.43 ||Nil |
SEXUAL HARRASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.
Your Directors take the opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from their Bankers Customers etc. YourDirectors also thank all the shareholders for their continued support and all theemployees of the Company for their valuable services during the year.
|Registered Office: ||By Order of the Board of Directors |
|907/908 Dev Plaza ||For Maharashtra Corporation Limited |
|S.V. Road Andheri (West) || |
|Mumbai 400058 ||Tilokchand Kothari |
|Place: Mumbai ||Chairman & Director |
|Date: 30.05.2016 ||(DIN: 00413627) |