Your Directors have pleasure in presenting their 29thAnnual Report on the business andoperations of the company together with the Audited Financial Statements for the yearended 31st March 2016.
1. Financial Highlights
During the year under review financial performance of your company was as under:
| || ||(Rs in lakh) |
|Particulars ||2015-2016 ||2014-15 |
|Sales & other income ||69.94 ||949.68 |
|Profit Before Interest and Depreciation & Taxes ||20.54 ||9.28 |
|Profit/(Loss) before exceptional item & taxes ||8.89 ||-8.83 |
|Exceptional item ||- ||- |
|Profit/(Loss) before Tax ||8.89 ||-8.83 |
|Taxation ||-5.64 ||-47.87 |
|Profit/(Loss) after taxes ||14.53 ||39.04 |
The Company achieved gross turnover including other income of Rs. 69.94 Lakh and postednet profit of Rs 14.53 Lakh for the financial year ended on 31st March 2016 as againstgross turnover including other income of Rs. 949.68 Lakh and net profit of Rs. 39.04 Lakhin the previous financial year.
2. State of Company's Affairs and Future Outlook
Your company's business continues to be affected due to the legal impediments. Yourcompany is exploring allied business avenues to revive its operations.
3. Change in Nature of Business
There was no change in the nature of business of your company during the year.
No Dividend is declared for the current financial year.
5. Transfer to Reserves
No amount is proposed to be transferred to reserves.
6. Changes in Share Capital
There has no change in the share capital of the company during the year.
Your Company has neither issued any equity shares with differential rights nor grantedany employees stock options/ sweat equity shares to the Directors Officers or employeesof the company during the year
7. Deposits from Public
During the year your Company has not accepted any deposits within the meaning ofSections 73 and 74 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
8. Extract of Annual Return
In accordance with Sections 134(3) (a) and 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 the details formingpart of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-A."
9. Number of Board Meetings
During the year 5 (Five) Board Meetings were held on 30th May 2015 13th August20151st September 2015 7th November 2015 and 10th February 2016 respectively and thedetails of attendance of directors is given as under:
|Name of the Directors ||Designation ||No. of Board Meetings attended |
|1 Mr. Sanjeev Goyal ||Chairman & Managing Director ||5 |
|2 Mrs. Saloni Goyal ||Non-Executive Director ||5 |
|3 Mr. Achal Kumar Khaneja ||Independent Director ||5 |
|5 Mrs. Moutushi Sengupta ||Independent Director ||5 |
|6 *Mrs. Harmeet Kaur ||Independent Director ||1 |
* Mrs. Harmeet Kaur resigned as the Independent director of the company w. e. f.30.05.2015
10. Particulars of Loans Guarantees and Investments:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No. 15 to the Financial Statements.
11. Particulars of Contracts or Arrangements with Related Parties
There were no Related Party Transactions which fall under the provisions of section 188of the Companies Act 2013. The details of related party transactions are contained inNote No. 28 of the Financial Statements.
The policy on Related Party Transactions as approved by Board is uploaded on theCompany's website www.mahaanfoods.com.
A. Statutory Auditors':
Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s D. D. Nagpal & Co. Chartered Accountants were appointed as statutory auditors ofthe Company from the conclusion of the 27th annual general meeting (AGM) of the Companyheld on September 27 2014 till the conclusion of the 33rd Annual General Meeting subjectto ratification of their appointment at every Annual General Meeting. In terms of thefirst proviso to Section 139 of the Companies Act 2013 the appointment of the auditorsshall be placed for ratification at every Annual General Meeting. Accordingly theappointment of M/s D. D. Nagpal & Co Chartered Accountants as statutory auditors ofthe Company is placed for ratification by the shareholders at the 29th Annual GeneralMeeting of the Company. In this regard the Company has received a certificate from theauditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
As regards observations contained in the Auditor's Report the respective notes to theaccounts are self-explanatory and therefore do not call for any further comments.
B. Secretarial Auditors':
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Shakshi Mittal Practicing Company Secretary as Secretarial Auditors toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as "Annexure B".
There were no comments in the Secretarial Auditors report which required anyexplanation from the Directors of the company.
C. Internal Auditors':
M/s Naresh Kumar & Co. Chartered Accountants New Delhi are Internal Auditors ofthe company.
13. Material Changes affecting the Financial Position of the Company
The inordinate delay in implementation of Company Law Board order dated 3rd September2010 involving family settlement amongst the promoters of the company continues toseverely affect the financial position of the company.
14. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
A. CONSERVATION OF ENERGY
i) Steps taken or impact on conservation of energy:
ii) The steps taken by the company for utilizing alternate sources of energy.
Your Company has taken adequate measures to ensure optimum use of all equipment's so asto conserve energy.
iii) Capital Investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION
The company strives continuously to upgrade its technology in all its operations.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:- Nil
15. Details of subsidiary joint venture or associates
The Company is having Zeon Lifesciences Limited as its associate company in accordancewith Section 2(6) of the Companies Act 2013 however the shareholding held by thecompany in Zeon Lifesciences Ltd. is subject to inter se transfer of shares between thepromoters of the Company & Zeon Lifesciences Ltd. in accordance with the Hon'bleCompany Law Board order dated 03.09.2010.
The Company does not have any subsidiary or joint venture company.
16. Risk Management
The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. The policy is available on theCompany Website at: http:// www.mahaanfoods.com
17. Directors & Key Managerial Personnel (KMP)
Mr. Sanjeev Goyal Chairman cum Managing Director Mr. G. K. Sharma Chief FinancialOfficer and Mr. Vijay Gupta Company Secretary are the Key Managerial Personnel of yourCompany under the provisions of Section 2(51) and Section 203 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Saloni Goyal Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment for the consideration of the Members of theCompany at the ensuing Annual General Meeting.
Mr. Sanjeev Goyal was appointed as Managing Director of the company for a period of 3years with effect from 31st August 2013 at the Annual General Meeting held on 31stDecember 2013. On recommendation of the Nomination and Remuneration Committee the Boardof Directors in their meeting held on 12th August 2016 has approved reappointment of asManaging Director for a further period of three years effective from 31st August 2016with no remuneration for the time being subject to the approval of the shareholders. TheBoard recommends his re-appointment for the approval of the members.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year under review Mrs. Harmeet Kaur resigned from the directorship w.e.f.30.05.2015.
18. Details of significant & material orders passed by the regulators or courts ortribunal
Your Company operations continue to be severely affected on account of inordinate delayin the settlement of disputes amongst its promoters. The matter is pending foradjudication before the arbitrator under the supervision of Hon'ble High Court of Delhi.
19. Internal Financial Controls
Your Company has a proper and adequate system of internal financial controls. Thisensures that all assets are safeguarded and protected against loss from unauthorised useor disposition and the transactions are authorised recorded and reported correctly. Theinternal financial control system has been designed to ensure that the financial and otherrecords are reliable for preparing financial and other statements and for maintainingaccountability of assets.
The Audit Committee periodically reviews the performance of internal audit function anddiscusses Internal Audit Reports with the Internal Auditor.
20. Fraud Reporting
Neither the Statutory Auditors nor the Secretarial Auditors have brought to the noticeof the Audit Committee or the Board of Directors or the Central Government the occurrenceor brewing of any fraud in the Company.
21. Code of conduct for regulating & reporting trading by Insiders and for FairDisclosure 2015
Your Company has adopted the "Code of Conduct for Regulating & ReportingTrading by Insiders and for Fair Disclosure 2015" which inter alia prohibitspurchase or sale of securities of the Company by Directors employees and other connectedpersons while in possession of unpublished price sensitive information in relation to theCompany.
22. Disclosure of ratio of Remuneration of Directors and Key Managerial Personnel etc.
The company did not pay any remuneration to the Managing Director and other directorsof the company.
As required under Section 197(12) read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of the ratio of theremuneration of each director to the median employee's remuneration and such other detailsas prescribed therein are given in "Annexure-C" which is attached heretoand forms a part of the Directors' Report.
23. Particulars of Employees
The information required under Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required as there was no employeeon the payroll of the company receiving remuneration in the excess of the limit prescribedunder the said rules.
24. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to all themembers of the Board & senior management personnel of the company. The Code has beenposted on the Company's website www.mahaanfoods.com.
25. Committees of the Board
The Board of Directors has the following Committees:
The Audit Committee formed in pursuance to Section 177 of the Companies Act 2013 andin accordance with Regulation 18 of the Listing Regulations is instrumental in reviewingthe procedures of financial reporting besides reviewing the quarterly half yearly annualfinancial results of the Company internal control systems auditing and accountingmatters including the recommendation for appointment of independent auditors compliancewith legal and statutory requirements and integrity of the Company's financial statements.
During the year Five meetings of the Committee were held on 30th May 2015 13thAugust 20151st September 2015 7th November 2015 and 10th February 2016respectively. The composition and attendance of the Committee was as under:
|Name of Director ||Position held in the Committee ||No. of Committee Meetings attended |
|Mr. Achal Kumar Khaneja ||Chairman ||5 |
|Mr. Sanjeev Goyal ||Member ||5 |
|Mrs. Moutushi Sengupta ||Member ||5 |
|*Mrs. Harmeet Kaur ||Member ||1 |
*Mrs. Harmeet Kaur resigned from the above committee w. e. f. 30th May 2015.
The Company Secretary acted as the Secretary to the Committee and the Statutory andInternal Auditors attended the meetings on invitation.
Nomination and Remuneration Committee
Pursuant to Section 178 of the Companies Act 2013 and Regulation 19 of ListingRegulation The terms of reference of the Committee cover evaluation of compensation andbenefits for Executive Director(s) Non-Executive Director(s) KMP framing of policiesand systems of the Employee Stock Option Scheme and looking after issues relating to majorHR policies.
No meeting of the Nomination and remuneration committee was held during the year.
The composition of the Directors was as under:
|Name of Director ||Position held in the Committee |
|1 Mr. Achal Kumar Khaneja ||Chairman |
|2 Mrs. Moutushi Sengupta ||Member |
|3 Mr. Sanjeev Goyal ||Member |
|4 *Mrs. Harmeet Kaur ||Member |
*Mrs. Harmeet Kaur resigned from the above committee w. e. f. 30th May 2015.
The Company Secretary acted as the Secretary to the Committee.
The company has not given any Stock Option to any Director.
The Company did not pay any remuneration to the Managing Director and only sitting feeswas paid to Non-Executive Directors of the Company.
Stakeholders' Relationship Committee
Pursuant to Section 178 of the Companies Act 2013 the Stakeholders RelationshipCommittee is empowered to handle shareholders queries and grievances. It primarily focuseson review of:
1. Investor complaints and their redressal;
2. Performance of the share transfer agent;
3. Corporate actions related to shareholder issues;
4. Stakeholders' queries & grievances.
During the year 3 meetings of the Committee were held on 4th May 2015 13th July2015 and 31st August 2015 respectively:
The Composition and attendance of the Stakeholders' Relationship Committee was asbelow:
|Name of the Director ||Position in the Committee ||Number of Meetings attended |
|Mr. Achal Kumar Khaneja ||Chairman ||2 |
|Mrs. Saloni Goyal ||Member ||3 |
|*Mrs. Harmeet Kaur ||Member ||1 |
*Mrs. Harmeet Kaur resigned from the above committee w. e. f. 30th May 2015.
Mr. Vijay Gupta Company Secretary is the compliance officer.
Only one complaint was received from the shareholder during the year and the saidcomplaint was replied/ resolved to the satisfaction of the shareholder.
26. Corporate Governance
In terms of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report is not applicable to your company as paidup equity share capital and net worth of the company does not exceed rupees ten crore andtwenty five crore respectively as on the last day of the previous financial year i.e. 31stMarch 2015.
27. Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Companies Act 2013 related to Corporate SocialResponsibility are not applicable on the Company.
28. Formal Evaluation of Board Committees & Directors' Performance
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance.
The Nomination and Remuneration Committee ("NRC") evaluated the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasreviewed taking into account the views of executive directors and non-executive directorsof the company.
29. Remuneration Policy
In accordance with the Remuneration policy of the company the Nomination andRemuneration Committee recommend the appointment/ reappointment of Directors includingIndependent Directors and senior management & employees of the Company based on theirqualifications professional experience positive attributes view points skills and areaof expertise.
The Remuneration Policy is placed on the Company's website www.mahaanfoods.com.
30. Whistle Blower/Vigilance Policy
Your Company has established a whistle blower policy/vigil mechanism for the Directorsemployees of the company to report genuine concerns calling the attention of the AuditCommittee to some wrong doing occurring within an organization. Your Company has alsoprovided adequate safeguards against victimization of whistleblowers who express theirconcerns against such wrong doings occurring in the organization. The Company has alsoprovided direct access to the Chairman of the Audit Committee in exceptionalcircumstances.
31. Disclosure under sexual harassment of women at Workplace (Prevention Prohibition& Redressal) Act 2013
Your company did not come across any complaint by any employee during the year underreview relating to the sexual harassment.
32. Management Discussions and Analysis
The Management Discussions and Analysis forms an integral part of this report as "Annexure- D"
33. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii) 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 of the Company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
vi) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
Your Directors express their sincere gratitude and deep appreciation for theco-operation and assistance given by the banks suppliers and customers of the Companyduring the year under report and look forward to their continued support. Your Directorsalso thankfully acknowledge the trust and confidence reposed by you in the Company.
| ||By order of the Board of Directors |
| ||Sd/- |
|Place: New Delhi ||(Sanjeev Goyal) |
|Date:3rd September 2016 ||Chairman cum Managing Director |