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Mahan Industries Ltd.

BSE: 531515 Sector: Financials
NSE: N.A. ISIN Code: INE735D01033
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VOLUME 1000
52-Week high 0.64
52-Week low 0.49
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.49
Sell Qty 92010.00

Mahan Industries Ltd. (MAHANINDS) - Director Report

Company director report

To

The Members

Mahan Industries Limited

Your Company's Directors are pleased to present the 21st Annual Report ofthe Company along with the Audited Accounts for the year ended March 31 2015.

FINANCIAL PERFORMANCE

The summary of the financial result of the Company for the year under review are asunder:

Particulars 31 March 2015 31 March 2014
Amt (Rs) Amt (Rs)
INCOME
Revenue from Operations 12339779 5062420
Other Income 1005837 2288203
Total Revenue (i) 13345617 7350622
EXPENDITURE
Purchase 1500000 7261665
(Increase)/ Decrease in inventory 12645637 (636600)
Employee Benefits Expense 477928 482630
Finance Cost 5517972 6546232
Depreciation 18651 28557
Other Expenses 791309 805510
Loss on Sale of Investments 188045 19299900
Total Expenses (ii) 21139542 33787893
Profit / ( Loss) before Tax[(i) - (ii) ] (7793925) (26437271)
Tax expense:
Current Tax - -
Current tax expenses related to previous year 6700
Add: Balance from previous year of Profit ( Loss ) (221303363) (194859392)
Balance of Profit / ( Loss) carried to Balance Sheet (229097288) (221303363)

Reserves and Surplus:

The Opening balance of Profit and Loss shows a loss of Rs. 221303363 as against ( P. Y.Rs. 194859392}. During the year the Company has incurred a loss of Rs. 7793925/ - asagainst ( P. Y. Rs. 26437271 ]. The closing Balance of Profit and Loss shows a loss of Rs.229097288/- as against ( P. Y. Rs. 221303363 ). There is no change in Capital Reservesbalance. The opening and closing balance of capital reserves stands at Rs. 90. 00 lacs.

PERFORMANCE REVIEW

During the financial year 2014-15 the volatility in the macroeconomic environmentcontinued to cast its shadow and affected most of the markets where your Company operatesin.

During the year under review the Company due to International recessionary conditionhigh interest rates heavy inflationary pressure heavy Competition in the market andpresence of large Market players dominating the Market has suffered adversely. During theyear under the review the total income has increased by 81% and loss has increased by 29.4%

Disclosure under Rule 5 of Companies (Accounts) Rules 2014:

Change in Nature of Company Business:

The Company is a Non Banking financial Company (Non Deposit taking ) registered withthe Reserve Bank of India. There is no change in nature of Company Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned:

The Board of Directors' key purpose is to ensure the company's prosperity bycollectively directing the company's affairs whilst meeting the appropriate interests ofits Shareholders and stakeholders.

The Board consists of a combination of Executive Non - Executive and IndependentDirectors with an extensive and diverse experience in different fields of operations.

During the year under the review no Directors / Key Managerial Personnel haveresigned. However Mr. Bharatbhai Tapubhai Sanchala has resigned with effect from 15thApril 2015.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies:

During the year under review there was no holding / Subsidiary Company / Joint

Ventures / Associate Companies were there.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 ( 5 ) ( v) and ( vi) of Companies (Accounts ) Rules 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany's operation in future.

Internal Financial Controls:

The Company has an adequate internal financial controls to support the preparation ofthe financial statements.

CODE OF CONDUCT

Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement your Companyhas laid down a Code of Conduct for its Board Members and Senior Management Personnel. Allthe Directors and the Senior Management Personnel have affirmed compliance with the saidCode of Conduct. A declaration regarding compliance by Board Members and Senior ManagementPersonnel with the Code of Conduct for the year ended March 31 2015 is annexed to thisReport.

DEPOSITORY SYSTEM

Members not having Shares in Dematerialized form are advised to avail the facility ofDematerialization through any of the nearest Depository Participants (DPs) to avoid thepossibility of loss mutilation ect of share certificates and also to ensure safe andspeedy transactions in the securities.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 of the Act your Directors report that:

(a] In the preparation of the annual accounts the applicable accounting standards havebeen

followed along with proper explanation relating to material departures.

(b) The Directors have 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.

(c) The Directors have 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.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanationto Section 134(5](e] of the Act] to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

Pursuant to provision of Section 134 (3) (m) of the Companies Act 2013 read with Rule8 of Companies (Accounts] Rules 2014 the Company has no particulars to report in respectof conservation of energy technology absorption foreign exchange earnings and outgoduring the year under review.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ]of Companies (Appointment and Remuneration of Managerial Personnel ] Rules 2014.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock exchange. The Company isregular in payment of listing fees. The Company has paid the listing fees for the year2015 - 2016.

AUDITORS AND AUDITORS' REPORT

The Board of Directors of the Company propose to reappoint M/s. N. B. &Associates. ( Firm Registrtion No. 137865W) Statutory Auditors of the Company to holdoffice from the conclusion of this annual general meeting until the conclusion of 24thAnnual General Meeting subject to ratification by the members at each annual generalmeeting. The Company has also received a letter from M/s. N. B. & Associates. thatthey are eligible for the appointment of auditors and also stating that their appointmentif made will be within the limits prescribed under the provisions of the Companies Act2013 and the rules made thereunder.

There is no qualification or adverse remarks in the auditors report. The Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

AUDIT COMMITTFF

The Company has duly constituted its Audit Committee pursuant to the provisions ofSection 177 of the

Companies Act 2013 & Clause 49 of the Listing Agreement. The details of theconstitution of the audit committee are provided in the Corporate Governance Report.

DEMATERIALISATION OF SHARES:

The IS1N for the equity shares is INE564J01018. As on 31st March 2015 total 22807511equity shares of the Company have been dematerialized. Members of the Company arerequested to dematerialize their shares.

Related Party Transactions

All related party transactions that were entered into during the year under report wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year. No advance is/ was paid for entering into related party transactions. The details of the transactionsentered with related party for the Directors Remuneration and for the Loans and advancesare mentioned in the notes to the accounts.

Particulars of Loans / Guarantees / Investment:

The Company has not given any loan / guarantee or provided any Security or made anyinvestment to any person ( except those required for business purpose ). The details ofinvestment made during the year is provided in the Balance Sheet.

Risk Management Policy

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions.

It is designed to anticipate evaluate and mitigate risks in order to minimize itsimpact on the business. The potential risks are inventorised and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection. The Risk Management Policy is also available on the Company's website

Declaration by Independent Directors:

The following Directors are independent in terms of Section 149(6] of the Act andClause 49 of the Listing Agreement:

( a ] Lalit Sharma

( b ) Kalpesh Lalitbhai Trivedi

(c) Chanakya Shukla

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

Extract of the Annual Return

Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ]Rules 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on31st March 2015 is annexed as Annexure 1 to this Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e) Section 178(3) & (4) andClause 49 of the Listing Agreement is attached herewith and forms part of the DirectorsReport.

The details in respect Disclosure under Section 197 (12) and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided inAnnexure II of the Report.

The details of the remuneration policy of the Company as required in terms of theClause 49 of the Listing agreement are provided in Annexure III the Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis on Company's performance - industrytrends and other material changes with respect to the Company pursuant to Clause 49 of theListing Agreement is presented in Annexure IV forming part of the Annual Report.

Number of Board Meetings

During the year the Board of Directors met 6 times. The details of the Board Meetingsare provided in the Corporate Governance Report.

Corporate Social Responsibility:

The Company is not covered under the criteria of the provision of Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 and therefore it is not mandatory for the Company to have the CorporateSocial Responsibility.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE Limited (Bombay StockExchange) Management Discussion & Analysis Corporate Governance Report andAuditor’s Certificate regarding compliance to conditions of corporate governance aremade part of this Annual Report and marked as Annexure V.

Code For Prevention Of Insider Trading Practices

The Company has instituted a comprehensive code of conduct in compliance with the SEBIregulations on prevention of insider trading. The code lays down guidelines which adviseon procedures to be followed and disclosures to be made while dealing in shares of theCompany and cautions on the consequences of non compliances.

Disclosure under the Sexual Harassment of Women at Workplace ( Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti harassment policy in line with the requirements of theSexual Harassment of Women at Workplace ( Prevention Prohibition and Redressal ) Act2013. Internal Complaint Committee are set up at shop floor level to redress complaintsreceived regularly and are monitored by women line supervisors who directly report to theChairman. All employees ( permenant contractual temporary trainees) are covered underthe policy. There was no compliant received from any employee during the financial year2014-15 and hence no complaint is outstanding as on 31. 03. 2015 for redressal.

SECRETARIAL STANDARDS:

Pursuant to provision of Section 110 of the Companies Act 2013 mandatory compliance ofSecretarial Standards were not notified during the year.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Act the Secretarial Audit Report for the Financial Yearended 31st March 2015 given by M/s. Jalan Alkesh & Associates Practising CompanySecretary is attached herewith and marked as Annexure VI which forms part of the DirectorsReport. The observations are self explanatory.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and Clause 49 of the Listing Agreementthe performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees ofthe Board:

The performance of the Audit Committee the Corporate Social Responsibility Committeethe Nomination and Remuneration Committee and the Stakeholders Relationship Committee wasevaluated by the Board having regard to various criteria such as committee compositioncommittee processes committee dynamics etc. The Board was of the unanimous view that allthe committees were performing their functions satisfactorily and according to the mandateprescribed by the Board under the regulatory requirements including the provisions of theAct the Rules framed thereunder and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of the non-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non- independent directors was providing good business and people leadership

MATERIAL CHANGES AND COMMITMENTS.

There are no material changes and commitments if any affecting the financial positionof the Company subsequent to the date of the Balance sheet and up to the date of thereport.

APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from theCentral Government Shareholders Banks and other Lenders suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitmentdedication and hard work put in by every stakeholder of the Company..

By the Order of the board of Directors of
Mahan Industries Limited
Date:: 31st August 2015 Chairman cum Managing Director
Place: Ahmedabad Yogendra Gupta

Annexure II

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

1. Ratio of remuneration of each director to the median remuneration of the employeesof the company for the financial year ended 31 March 2015

Sr. No. Name of the Director Remuneration per annum (In Rs. ) Median Remuneration per annum (In Rs. ) Ratio
1 Mr. Lalit Sharma 0 51059 N. A.
2 Mr. Yogendrakumar 0 51059 N. A.
Prabhudayal Gupta
3 Mr. Dattatrey 260000 51059 5.09:1
Chandrakant Manik
4 Mr. Kalpesh Lalitbhai 0 51059 N. A.
Trivedi
5 Mr. Chanakya Shukla 0 51059 N. A.
6 Mr. Bharatbhai 0 51059 N. A.
Tapubhai Sanchala

2. During the year under the review there was no proposal to increase the remunerationof any Director.

The % increase during the year was 0%.

3. Percentage increase in median remuneration of empoyees in the financial year - Noincrease in median remuneration of employees in the current financial year.

4. The number of permanent employees on the rolls of the company as on 31 March 2015-4

5. The explanation on the relationship between average increase in remuneration andcompany performance

Particulars 2014 - 2015 2013-2014
Total revenue 13345617 7350622
EBIDTA (7297346) (25926084)
EBIDTA as a % of total Income -16. 97% -270. 21%
Profit / ( Loss ) before tax (2257303) (19862482)
PBT as a % of total Income (16. 91) (270. 21)
Provision for income tax 0 6700
Net profit / ( Loss ) for the year (7793925) (26443971)

No increase in the remuneration of employees is in line with the current year'sperformance market dynamics and global environment keeping in view the losses theCompany has.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Average increase in remuneration of key managerial personnel is 0% and is based onindividual performances company's performance and as measure to motivate them for betterfuture performance to achieve organisation's growth expectations.

Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.:

During the last three financial years there was no increase in remuneration of KeyManagerial Personnel:

Variations in the market capitalization of the company as at the closing date of thecurrent financial year and the previous financial year:

(i) The market capitalization as on 31. 3. 2015 was Rs. 212. 40 lacs and as on 31. 3.2014 was Rs. 378. 00 lacs.

(ii) Variation in price earnings ratio as at the closing date of the current financialyear and the previous financial year:

Price earnings ratio as on 31. 3. 2015 was 9. 2 and as on 31. 3. 2014 was 1. 14.

(iii) Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last public offerin case of listed companies and in case of unlisted companies the variations in the networth of the company as at the close of the current financial year and previous financialyear:

Not applicable since the Company has never come out with any public offer during thelast 5 years.

No Variable component of remuneration was paid to any Director.

There are no employees of the Company who receive remuneration in excess of the highestpaid Director of the Company.

Pursuant to Rule 5(l)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

ANNEXURE III

REMUNERATION POLICY

In accordance with the provisions of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee recommended the following remuneration policyrelating to the remuneration for the Directors Key Managerial Personnel and otheremployees which was approved and adopted by the Board.

I. PREAMBLE:

This Remuneration Policy is formulated in compliance with Section 178 of the CompaniesAct 2013 read with the applicable Rules thereto and Clause 49 of the Listing Agreemententered into by the Company with Stock Exchanges as amended from time to time. ThisPolicy has been formulated by the Nomination and Remuneration Committee (NRC) and has beenapproved by the Board of Directors based on the recommendations of the NRC.

II. OBJECTIVE:

The objective of the Policy is to ensure that:

(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully.

(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(iii) Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

III. COMPLIANCE WITH APPLICABLE LAWS:

The procedure and limits for payment of remuneration under this policy shall be inaccordance with provisions of (a) the Companies Act 2013 read with Rules framedthereunder (b) Listing Agreement with Stock Exchanges (c) Articles of Association of theCompany and (d) any other applicable law or regulations. In the absence of any of theabove provisions the procedure and limits shall be governed by the prevailing HR Policyof the Company.

IV. REMUNERATION TO NON-EXECUTIVE DIRECTORS:

(i) Sitting fees within the limits prescribed under the Companies Act 2013 and rulesframed thereunder for attending meetings of the Board and Committees thereof

(ii) Commission up to 1% of net profit as may be decided by the Board

(iii) The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully.

V. REMUNERATION TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

i) Components:

Basic salary Allowances

In kind (car house etc. )

Retirals

Reimbursements Variable Pay Stock Options

ii) Factors for determining and changing remuneration:

Factors:

Existing compensation Qualification Experience Salary bands Individual performanceMarket benchmark

iii) Variable incentive pay (including Stock Options)

Factors:

Individual Performance Business/Company Performance Grade Return on Assets PerformanceRating EBIDTA

Comparative performance with KMPs Operational Revenue (YOY/Budget)

Return on Investments HSE

Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

VI. REMUNERATION TO OTHER EMPLOYEES:

Components:

Basic Salary Allowances Retiral Benefits such other perquisites and/or incentivesand/or bonus and/or Variable Incentive Pay (including ESOP) based on factors as above asmay be decided by the Management from time to time as per HR Policy.

CRITERIA FOR IDENTIFICATION OF PERSONS FOR APPOINTMENT AS DIRECTORS AND IN SENIORMANAGEMENT:

In accordance with the provisions of Section 178(3) of the Act read with Clause 49 ofthe Listing Agreement the Nomination and Remuneration Committee is required to formulatethe criteria for determining qualifications positive attributes and independence of aDirector. The criteria adopted by the Nomination and Remuneration Committee for theaforesaid purpose are as under:

Criteria for determining qualifications positive attributes and independence of adirector:

I. QUALIFICATIONS:

(a) He/She should possess appropriate skills experience and knowledge in one or morefields of finance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the company's business.

(b) Such qualifications as may be prescribed under the Companies Act 2013 read withrules framed thereunder and the Listing Agreement with Stock Exchanges.

II. POSITIVE ATTRIBUTES:

(a) He/She should be a person of integrity with high ethical standard.

(b) He/She should be able to commit to his/her responsibilities and devote sufficienttime and attention to his/her professional obligation as a director.

(c) He/She should be having courtesy humility and positive thinking.

(d) He/She should be knowledgeable and diligent in updating his/her knowledge.

(e) He/She should have skills experience and expertise by which the Company canbenefit.

(f) In respect of Executive/Whole time Director/Managing Director in addition to I (a)&

(b) and II (a) to (e) above he/she should have strong quality of leadership and teammentoring recognition management skills vision ability to steer the organization evenin adverse conditions innovative thinking result oriented and ability to enhancereputation of the organization.

III. INDEPENDENCE:

In respect of an Independent director in addition to I (a) & (b) and II (a) to (e)above he/she should fulfill the criteria for being appointed as an Independent Directorprescribed under section 149 of the Companies Act 2013 read with Schedule IV to the saidAct and the provisions of Clause 49 of the Listing Agreement as amended from time to time.

By order of the Board of Directors
For Mahan Industries Limited
Place: Ahmedabad Yogendrakymar Gupta
Date: 31st August 2015 (Chairman cum Managing Director)