The Members of
MAHANIVESH (INDIA) LIMITED
Your directors have pleasure in presenting the TWENTY THIRD ANNUAL REPORT together withthe Audited statement of accounts for the year ended 31st March 2017.
The summarized Financial results of your Company are given in the table below.
(Figures in Rupees)
|Particulars || |
Financial Year ended
| ||31/03/2017 ||31/03/2016 |
|Net Income ||902001 ||949972 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||31148 ||5927 |
|Provision for Income Tax ||9625 ||1832 |
|Net Profit/(Loss) After Tax ||21523 ||4095 |
|Profit/(Loss) brought forward from previous year ||3138384 ||3134289 |
|Profit/(Loss) carried to Balance Sheet ||3159907 ||3138384 |
SUMMARY OF OPERATIONS
Net profits increased during the year. Your directors are hopeful that the businesswill improve in the coming years. Your directors are trying their best and arecontinuously looking for opportunities to boost the business and profitability for thecompany.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the company during the year underreview.
CHANGES IN SHARE CAPITAL
Your company did not issue any shares during the year under review.
Your directors do not recommend dividends for the current year.
During the year under report the Company has not accepted any deposits from public interms of Section 58A and/or 58AA of the Companies Act 1956 and Chapter V of CompaniesAct 2013. hence there is no overdue deposit as on 31st March 2017.
STATUTORY AUDITORS AND THEIR REPORT
The Auditors M/s GAMS & Associates Chartered Accountants were appointed with yourapproval at the 23rd AGM to hold such office till the conclusion of the 24thAGM. The Board in terms of Section 139 of the Act on the recommendation of the AuditCommitttee as recommended for the ratification of the Members the appointment of M/s GAMS& Associates from the conclusion of the ensuing AGM till the conclusion of the 24thAGM.
The Board in terms of Section 142 of the Act on the recommendation of the AuditCommittee has also recommended for the approval of the Members the remuneration of M/sGAMS & Associates for the Financial Year 2016-17.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditors' Report areself-explanatory.
Your Board during the year appointed M/s Vikas Kumar Sharma Company Secretary toconduct secretarial audit of the Company for the financial year ended 31stMarch 2017. The Report of M/s Vikas Kumar Sharma Secretaries in terms of Section 204 ofthe Act is provided in Annexure 1 forming part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm 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; and
(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.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis comprising an overview of the financial resultsoperations/ performance and the future prospects of the Company form part of this AnnualReport.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
PARTICULARS OF EMPLOYEES
The Company has no employee during the year in respect of which the statement pursuantto section 197 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2015 is required to be annexed.
INTERNAL FINANCIAL CONTROLS
A strong internal control culture is pervasive in the company. The company hasdocumented a robust and comprehensive internal control system for the major processes toensure reliability of financial reporting timely feedback on achievement of operationaland strategic goals compliance with policies procedures laws and regulationssafeguarding of assets and economical and efficient use of resources. The formalizedsystem of control facilitate effective compliance as per Clause 49 of the ListingAgreement
The internal Audit department continuously monitors the efficacy of internal controlswith the objective of providing to the Audit Committee and the Board of Directors anindependent objective and reasonable assurance on the adequacy and effectiveness of theorganization's risk management control and governance processes. The internal financialcontrols with reference to the Financial Statements are commensurate with the size andnature of business of the Company.
The scope and authority of the Internal Audit activity are approved by the AuditCommittee. During the year Audit Committee met regularly to review reports submitted byInternal Audit department. All significant audit observations and follow up actionsthereon were reported to Audit Committee. The Audit Committee also met the company'sStatutory Auditors to ascertain their views on the financial statements including thefinancial reporting systems compliance to accounting policies and procedures theadequacy and effectiveness of the internal controls and systems followed by the company.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO
(a) Conservation of energy
|(i) the steps taken or impact on conservation of energy ||Not applicable |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||Not applicable |
|(iii) the capital investment on energy conservation equipments ||Not applicable |
(b) Technology absorption
|(i) the efforts made towards technology absorption ||Not applicable |
|00 the benefits derived like product improvement cost reduction product development or import substitution ||Not applicable |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||Not applicable |
|(a) the details of technology imported ||Not applicable |
|(b) the year of import; ||Not applicable |
|(c) whether the technology been fully absorbed ||Not applicable |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||Not applicable |
|(iv) the expenditure incurred on Research and Development ||Not applicable |
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange earned in terms of actual inflows was nilduring the year and the foreign exchange outgo during the year was nil in terms of actualoutflows.
CORPORATE GOVERNANCE REPORT
Your company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inClause 49 of the Listing Agreement are complied with.
A separate report on Corporate Governance and a management Discussion and AnalysisReport are being published as a part of the Annual Report of the Company is annexed asAnnexure 2.
The Auditors of the Company have certified that conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement are complied by the Company and theirCertificate is annexed to the Report on Corporate Governance as Annexure 3.
CORPORATE SOCIAL RESPONSIBILITIES (CSR)
Your Company has not made any Contribution under CSR policy as company is not requiredto make the contribution pursuant to the provisions of section 135 and schedule VII of theCompanies Act 2013
Free fraud and corruption free work has been core to the company. In view of thepotential risk of fraud and corruption due to rapid growth and geographical spread ofoperations the company has put an even greater emphasis to address the risk. To meet thisobjective a comprehensive fraud risk management policy akin to vigil mechanism or thewhistle blower policy has been laid down.
LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any investment through not more than two layers of InvestmentCompanies.
During the year under review the Company has not give any loan give any guarantee orprovide any security in connection with loan to any Body Corporate or any person.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm length basis and are incompliance with the applicable provisions of the Act and the Listing Agreement. There areno Materially significant related party transactions made by the Company with PromotersDirectors and Key managerial Personnel etc. which may have the potential conflict with theinterest of the company at large.
The details of the transactions with Related Party are provided in the accompanyingfinancial statements.
DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
There are no Companies which have become or ceased to be Subsidiary/ Joint Venture and/or Associate Companies of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS AND/OR TRIBUNAL
During the year under review there is/ was no order passed by Regulators Courtsand/or Tribunal which may impacting the going concern status and Company's Operations infuture.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return of the Company is annexed herewith as Annexure 4 to thisReport.
INFORMATION REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH RESPECT TO THEDIRECTORS RETIRING BY ROTATION AND SEEKING REAPPOINTEMNT/ DIRECTOR SOUGHT TO BE APPOINTEDIS AS UNDER:
|Particulars ||Mrs. Ritu Saxena |
|Date of Birth ||23/05/1974 |
|Nationality ||Indian |
|Date of Appointment on the Board ||31/03/2015 |
|Qualifications ||Graduate |
|Expertise in specific functional areas || |
|Directorship held in other Companies * ||Greeco Auto Gas Ltd. Maxwell Securities Pvt. Ltd. |
|Membership/ Chairmanship of Committees of other public Companies (include only Audit Committee and Shareholders/ Investor Grievance Committee) ||NIL |
|Number of shares held in the Company ||NIL |
*Directorship includes Directorship of other Indian Public Companies and Committeemembership includes only Audit Committee and Stake holders' Relationship Committee ofPublic Limited Company (whether Listed or not)
PREVENTION OF SEXUAL HARASSMENT
As required by the Sexual Harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints.During the year under review no complaints were reported to the Board.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.
| ||By order of the Board |
| ||for Mahanivesh (India) Limited |
|Place: New Delhi ||A. K. Smgh |
|Dated: 31st July 2017 ||Chairman |