Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the company together with the Audited Financial Statements forthe year ended 31st March 2017.
1. Financial Highlights
During the year under review financial performance of your company was as under:
| || ||( Rs in lakh) |
|Particulars ||2016-2017 ||2015-16 |
|Sales & other income ||218.89 ||69.94 |
|Profit Before Interest and Depreciation & Taxes ||69.84 ||20.54 |
|Profit/(Loss) before exceptional item & taxes ||58.38 ||8.89 |
|Exceptional item ||-262.51 ||- |
|Profit/(Loss) before Tax ||-204.13 ||8.89 |
|Taxation ||-15.75 ||-5.64 |
|Profit/(Loss) after taxes ||-219.88 ||14.53 |
The Company achieved gross turnover including other income of Rs. 218.89 Lakh andposted net Loss of Rs 219.88 Lakh for the financial year ended on 31st March2017 as against gross turnover including other income of Rs. 69.94 Lakh and net profit ofRs. 14.53 Lakh in the previous financial year.
2. State of Company's Affairs and Future Outlook
Your company's business prospects remained largely affected due to delay in the processof settlement involving the promoters of the Company. However your company is constantlyexploring available business opportunities.
3. Change in Nature of Business
There was no change in the nature of business of your company during the year.
No Dividend is proposed for the current financial year.
5. Transfer to Reserves
During the year the Company has incurred a loss of Rs 219.88 lacs and the same isappearing as debit balance of the Profit and Loss
6. Changes in Share Capital
There has been no change in the Authorised and Paid up share capital of the companyduring 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-
9. Number of Board Meetings
During the year 6 (Six) Board Meetings were held on 28th May 2016 12th August 20163rd September 2016 14th November 2016 21st December 2016 and 8th February 2017respectively and the details of attendance of directors is given as under:
|S. No. Name of the Directors ||Designation ||No. of Board Meetings attended |
|1 Mr. Sanjeev Goyal ||Chairman & Managing Director ||6 |
|2 Mrs. Saloni Goyal ||Non-Executive Director ||6 |
|3 Mr. Achal Kumar Khaneja ||Independent Director ||6 |
|4 Mrs. Moutushi Sengupta ||Independent Director ||6 |
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 notes 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 30 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 theCompany held on September 27 2014 till the conclusion of the 33rd AnnualGeneral Meeting subject to ratification of their appointment at every Annual GeneralMeeting. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s D. D. Nagpal & Co Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders atthe 30th Annual General Meeting of the Company. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions 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 the Internal Auditorsof the company.
14. Material Changes Affecting the Financial Position of the Company
The inordinate delay in implementation of Company Law Board order dated 3rdSeptember 2010 involving family settlement amongst the promoters of the company continuesto severely affect the operations of the company.
15. 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 :
a. Foreign Exchange Earnings - Nil
b. Outgo : Rs. 10586862
16. 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.
17. 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
18. Directors & Key Managerial Personnel (KMP)
Mr. Sanjeev Goyal Chairman cum Managing Director Mr. Jitender Bisht 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 consideration of the shareholders of theCompany at the ensuing Annual General Meeting.
All Independent Directors have given their 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.
Mr. Jitender Bisht has been appointed as Chief Financial Officer of the Company w. e.f. 21.12.2016. Mr. G. K. Sharma resigned as the Chief Financial Officer of the Company w.e. f. 21.12.2016.
19. Details of significant & material orders passed by the regulators or courts ortribunal
Your Company operations are affected on account of inordinate delay in the settlementof disputes amongst its promoters. The matter is pending for adjudication before themediator under the supervision of Hon'ble High Court of Delhi.
20. 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 Auditors.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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 recommending for appointment of independent auditors and compliance withlegal and statutory requirements and integrity of the Company's financial statements.
During the year six meetings of the Committee were held on 28th May 201612th August 2016 3rd September 2016 14th November2016 21st December 2016 and 8th February 2017 respectively. Thecomposition 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 ||6 |
|Mr. Sanjeev Goyal ||Member ||6 |
|Mrs. Moutushi Sengupta ||Member ||6 |
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 covers evaluation of compensation andbenefits for Executive Director(s) Non-Executive Director(s) KMP identify person whoare become director recommend to the Board for their appointment & removal besidecarrying out evaluation of every director performance.
During the year Two meetings of the Committee were held on 28th May 2016and 21st December 2016 respectively.
The composition and attendance of the Committee was as under:
|S. No. Name of Director ||Position held in the Committee ||No. of Committee Meetings attended |
|1 Mr. Achal Kumar Khaneja ||Chairman ||2 |
|2 Mrs. Moutushi Sengupta ||Member ||2 |
|3 Mr. Sanjeev Goyal ||Member ||2 |
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 5 meetings of the Committee were held on 4th April 201616th May 2016 7th November 2016 30th January 2017and 6th March 2017 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 ||5 |
|Mrs. Saloni Goyal ||Member ||5 |
Mr. Vijay Gupta Company Secretary is the compliance officer.
Only two complaints were received from the shareholders during the year and the saidcomplaints were replied/ resolved to the satisfaction of the shareholder.
27. Corporate Governance
In terms of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 your company is not required to prepare Corporate Governance Report asthe paid up equity share capital and net worth of the company is not exceeding rupees tencrore and rupees twenty five crore respectively on the last day of the previous financialyear i.e. 31st March 2016.
28. Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Companies Act 2013 related to Corporate SocialResponsibility are not applicable on the Company.
29. 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 through mutual discussionscarried out an annual evaluation of its own performance the directors individually aswell as the evaluation of the working of its Committees.
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.
30. 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.
31. Whistle Blower/Vigilance Policy
Your Company has established a whistle blower policy/vigil mechanism for the Directorsand employees of the company to report genuine concerns calling the attention of theAudit Committee to some wrong doing occurring within an organization. Your Company hasalso provided adequate safeguards against victimization of whistleblowers who expresstheir concerns against such wrong doings in the organization. The Company has alsoprovided direct access to the Chairman of the Audit Committee in exceptionalcircumstances.
32. 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.
33. Management Discussions and Analysis
The Management Discussions and Analysis forms an integral part of this report as Annexure- D
34. 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 loss 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
Your Directors express their sincere gratitude and deep appreciation for theco-operation and assistance given by the financial institutions banks suppliers andcustomers of the Company during the year under report and look forward to their continuedsupport. Your Directors also thankfully acknowledge the trust and confidence reposed byyou in the Company.
| ||By order of the Board of Directors |
| ||Sd/- |
|Place: New Delhi ||(Sanjeev Goyal) |
|Date: 1st September 2017 ||Chairman |
| ||DIN : 00221099 |