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Mahasagar Travels Ltd.

BSE: 526795 Sector: Services
NSE: N.A. ISIN Code: INE007G01014
BSE LIVE 15:15 | 15 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.44
PREVIOUS CLOSE 9.93
VOLUME 1500
52-Week high 11.49
52-Week low 4.80
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.44
Sell Qty 200.00
OPEN 9.44
CLOSE 9.93
VOLUME 1500
52-Week high 11.49
52-Week low 4.80
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.44
Sell Qty 200.00

Mahasagar Travels Ltd. (MAHASAGARTRAVEL) - Director Report

Company director report

To

The Members

Mahasagar Travels Limited

Your Directors have great pleasure in presenting the 22nd Annual Report together withtheir Audited Statement of Accounts of the Company for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS: (Rs.)
Particulars As at 31.03.2015 As at 31.03.14
Total income 488738928.62 435929743.97
Profit or (Loss) before tax 10446849.94 6707773.96
Profit /(Loss) after Tax 8446849.94 5207773.96

DIVIDEND:

In view of requirements of funds the Board of Directors of the Company has shown theirinability to recommend payment of Dividend.

STATE OF COMPANY'S AFFAIR

Since the Company is engaged in providing service to the tourist of the state andthereby in the engagement of the service sector industry since the core business of theCompany is to provide service the quality facilities and safety are the prime concern ofthe management. During the last financial year your Company has made sufficient effort toprovide better quality services through increase in the fleet capacity of the luxuriousclass. Majority of the fleet have air conditioning facility apart from comfortableinternal environment. Keeping in mind the Pollution Free Quality Concept the Company hasbeen gradually replacing in a phased manner the environment friendly Luxurious Buses inplace of old buses which would help in protecting the pollution free environment therebyputting major stress by management on the concept of taking pollution free environmentalsteps as per the Pollution Free Environment Policy of the Government and the new fleets ofbuses will also increase the tourist business and further facilitate the tourist thelatest available facilities which will increase the overall business and profitability ofthe Company in the coming years. Flowever the management has taken care of the fluctuationin petroleum products by creating retail outlet.

During the current year the company has earned revenue of Rs. 2698.90 lacs as comparedto revenue of last year of Rs. 2391.06 lacs from Travels Division and Revenue earnedduring the current year from petroleum's division is of Rs. 2206.40 last year it was Rs.Rs. 1965.40 lacs. Total revenue increased to Rs. 4905.30 lac from Rs. 4356.46 lac it shows12.60% increase in net revenue of the company.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve Account

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT -9 for the Financial Year 2014-15 has beenenclosed with this report as annexure -A1

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:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on 31stMarch 2015 and of the profit of the Company for that period.

3. They 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.

4. They have prepared the annual accounts on a going concern basis

5. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2014-15.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

NUMBER OF MEETINGS OF THE BOARD

Fifteen meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.

DIRECTORS

Pursuant to Section 152 of the Companies Act 2013 Shri Kartikumar Ratilal UpadhyayDirector of the Company is liable to retire at the ensuing Annual General Meeting of theCompany and is eligible for re-appointment. Your directors recommend for theirappointment.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Shri Amit G. Pande (DIN 00684673)and Shri Sanjaybhai P. Mahemdavadi (DIN02356066) were appointed as independent directors at the annual general meeting of theCompany held on 30th September 2014. The terms and conditions of appointment ofindependent directors are as per Schedule IV of the Act. They have submitted a declarationthat each of them meets the criteria of independence as provided in Section 149(6) of theAct and there has been no change in the circumstances which may affect their status asindependent director during the year.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure-A3 which forms part of this report.

With reference to non-compliance as stated in the Secretarial Audit Report your Boardreports that registered office of the company is situated at Junagadh which is not coveredby heavy industrial areas and corporates. On resignation of previous company secretarycompany had shortlisted the candidate for the post of Company Secretary and Women directorbut the candidates had not joined the company thereafter company had made several effortsto short list the candidates for the post of Secretary and Women Director.

Board of directors are keen to appoint the person who can provide appropriate time andenergy towards the corporate compliances. On selection of suitable candidates for bothposition company will take immediate action to appoint the same.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure A2 in Form AOC-2 and the same forms part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Since our company is engaged in service activity the said statement is not applicableCompany's Policy is to obtain best economic average from the transportation servicesprovided by their vehicles.

TECHNOLOGY ABSORPTION:

Since our company is engaged in service activity the said statement is not applicable.Company had adopted policy to purchase latest technology transportation vehicles whichprovides maximum economic fuel average.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company's business activity is restricted to domestic level only and deals in rupeecurrency no any foreign currency is earned or expended.

CORPORATE SOCIAL RESPONSIBILITY:

Our company does not fall under the purview of Section 135 of companies Act 2013.Hence no Corporate Social Responsibility initiatives have been taken during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year4':

Executive directors Ratio to median
BHAGCHAND GORDHANDAS SUKHWANI 9.95:1
PRAKASHBHAI KANJIBHAI KAKKAD 6.37:1

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year*

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
BHAGCHAND GORDHANDAS SUKHWANI 198.06
PRAKASHBHAI KAN.ilBHAI KAKKAD 138.45

c. The percentage increase in the median remuneration of employees in the financialyear*- 6.35 %

*The remuneration of MD & JMD during the past years were less than 17000/- p.m. andafter hard work and dedication of MD & JMD company had delivered better result year toyear and in order to compensate the same remuneration of MD & JMD was increase to somereasonable level of Rs. 50000/- p.m. Further company operated the buses hence most of theemployees of the company are driver and cleaner category and due to high attrition andirregular presence the salary of average employees are around Rs. 5025/-. In our casecomparison of median salary of employee and KMP is not comparable.

d. The number of permanent employees on the rolls of Company-

128 Employees.

e. The explanation on the relationship between average increase in remuneration andCompany performance

On an average there is 7.22% rise in the remuneration of the employees.

The increase in remuneration is in line with the market trends in the respectiveindustries. In order to ensure that remuneration reflects Company performance theperformance pay is also linked to organization performance apart from an individual'sperformance.

d. Comparison of the remuneration of the key managerial personnel against theperformance of the Company

Aggregate remuneration of key managerial personnel (KMP) in FY15 984000
Revenue 488738928.62
Remuneration of KMPs (as % of revenue) 0.20%
Profit before Tax (PBT) 10446849.94
Remuneration of KMP (as % of PBT) 9.42%

g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2015 March 31 2014 % Change
Market Capitalisation 20051925 16591985 20.85
Price Earnings Ratio 1.07 0.66 62.12

h. 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 offer

Market Price (BSE) As per note given below

The shares of company's are thinly traded and there is no such volumes of trading inthe scrip of the company. Company had issued shares before two decades and thereaftercompany was not in a good financial conditions and the shares of the company were delistedand thereafter company made efforts to revoke the trading and since then price of thecompany's scrip is showing thin trading. Hence the data pertain to above is notcomparable.

i. 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:

* The remuneration of MD & JMD during the past years were less than 17000/- p.m.and after hard work and dedication of MD & JMD company had delivered better resultyear to year and in order to compensate the same remuneration of MD & JMD was increaseto some reasonable level of Rs. 50000/- p.m. Further company operated the buses hencemost of the employees of the company are driver and cleaner category and due to highattrition and irregular presence the salary of average employees are around Rs. 5025/-. Inour case comparison of median salary of employee and KMP is not comparable.

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

BHAGCHAND GORDHANDAS SUKHWANI PRAKASHBHAI KANJIBHAI KAKKAD
Remuneration in FY15 600000/- 384000/-
Revenue

488738928.62

Remuneration as % of revenue 0.12% 0.08%
Profit before Tax

10446849.94

Remuneration as % of PBT 5.74% 3.68%

k. The key parameters for any variable component of remuneration availed by thedirectors: N.A.

l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

INSURANCE:

All the assets of the Company have been adequately insured.

LISTING

At present your Company's securities are listed on the Bombay Stock Exchange Limited.Company had passed necessary resolution for Voluntary Delisting of its Equity shares fromAhmedabad Stock Exchange Ltd. and Saurashtra Kutch Stock Exchange Limited (SKSE).

STATUTORY AUDITORS:

You are requested to appoint Auditors M/s. B. H. Advani & Associates for thecurrent year (2015-16) to hold office from the conclusion of the Annual General Meetinguntil the conclusion of the next Annual General Meeting and to fix their Remuneration. Thenotes forming part of accounts referred to in Auditors' Report are self explanatory andprovide complete information.

TAXES:

Company is regularly paying Income tax Sales Tax RTO Tax and other statutory dueslike Provident Fund ESIC as applicable. As regard to Service Tax appropriate provisionand treatments have been made as per law. Details of the payment refund and appeals anddisputed amount have been adequately provided in audit report and the same is selfexplanatory and the amount of dispute is being dealt with various authorities and awaitingfor final outcome.

DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES:

ISIN: INE 007G01014

As on date of this report company is having NSDL connectivity of dematerialization ofshares and efforts are being made to have CDSL connectivity.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime (India) Pvt. Ltd.

Unit No 3033rd floor Shoppers Plaza V

Opp Municipal Market Behind Shoppers Plaza II

Off C. G. Road Ahmedabad - 380009

REGULATORY STATEMENT:

(1) The Equity shares of your Company are listed on Bombay Stock Exchange and thelisting fees for the financial year 2014-15 have been paid to the exchange

(2) In conformity with the provision of Clause 32 of the listing agreement the cashflow statement for the year ended 31-3-2015 is annexed to the accounts.

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure A3

CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance asrequired under Clause 49 of the Listing Agreement entered in to with the Stock Exchangeswhere the Company's shares are listed. A report on the Corporate Governance in this regardis made a part of this Annual Report and a Certificate from the Auditor of the Companyregarding Compliance of the Conditions of the Corporate Governance is attached to thisreport and forming part this report.