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Mahaveer Infoway Ltd.

BSE: 539383 Sector: IT
NSE: N.A. ISIN Code: INE019D01016
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P/E
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Buy Price 0.00
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Sell Price 3.99
Sell Qty 1250.00
OPEN 3.99
CLOSE 4.19
VOLUME 1
52-Week high 8.00
52-Week low 2.13
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 3.99
Sell Qty 1250.00

Mahaveer Infoway Ltd. (MAHAVEERINFOWAY) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting before you the 25th (TwentyFifth) Annual Report of the Company together with the Audited Statements of Accountsfor the year ended 31st March 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2016 has been as under:

(In Rupees)

PARTICULAR 2015-2016 2014-2015
Consolidated Standalone Consolidated Standalone
Total Income 356981580 304745595 848204693 622661113
Total Expenditure 354109593 304202251 844194044 619865745
Profit Before Tax 2871987 543344 4010649 2795368
Provision for Tax 998241 -85927 1503041 1113839
Profit after Tax 2208597 629271 2507608 1681530
Profit Brought from Previous Year 16239038 14110311 13545542 12428781
Profit available for appropriation 18447635 14739582. 16239038 14110311
Provision for Proposed Dividend
Provision for Corporate Tax
Balance Carried to Balance Sheet 18229781 15219330 15945903 14590059

During the year under review the Gross Revenue of the Company decreased to Rs.304745595.00/ - compared to Rs. 622661113.00/- in the previous year. TheProfit after tax for the year decreased to Rs. 629271.00/- compared to Rs.1681530.00/- in the previous year.

2. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013: CHANGEIN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board’s Report there was no changein the nature of Business. There have been no material changes and commitments affectingthe financial position of the Company which occurred during between the end of thefinancial year to which the financial statements relate and the date of this report.

3. DISCLOSURES UNDER SECTION 134(3)(k) OF THE COMPANIES ACT 2013: DIVIDEND:

Keeping the Company’s expansion and growth plans in mind your Directors havedecided not to recommend dividend for the year.

4. DISCLOSURES UNDER SECTION 134(3)(j) OF THE COMPANIES ACT 2013: TRANSFER TORESERVES:

Directors have decided not to transfer any amount to reserves for the year.

5. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

6. DISCLOSURES UNDER SECTION 134(3)(h) OF THE COMPANIES ACT 2013: PARTICULARSOF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 188 read with Section 2(76)of the Companies Act 2013 during the financial year under review are furnished indetail in the report (if applicable) and forms part of this Report.

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm’s lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website atwww.minfy.com.

Your Directors draw attention of the members to Notes given to the financial statementwhich sets out related party disclosures.

7. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013: SHARES WITHDIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.

8. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013: ISSUE OF SWEATEQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014.

9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013: ISSUE OF EQUITYSHARES UNDER EMPLOYEES STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

10. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

11. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.

12. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively. However the company voluntarily provides a separate section in the AnnualReport titled "Report on Corporate Governance" along with the Auditors’Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated underRegulation 4(3) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is presented in aseparate section forming part of the annual report.

14. BOARD MEETINGS:

The Board of Directors duly met 4 (Four) times on 29/05/2015 14/08/201509/11/2015 and 12/02/2016 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per law two-thirds of non-executive and non-independent Directors should retire byrotation. One third of these Directors are required to retire every year and if eligibleoffer them for reappointment. Mr. Dixit Prasanna Ramesh (Executive Director) (DIN:02894687) would retire in upcoming AGM and being eligible has offered himself forre-appointment.

A brief profile of Mr. Dixit Prasanna Ramesh is as follows

Details of Directors seeking re-appointment at the forthcoming Annual General Meeting

(in pursuance of Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

Name of the Director Mr. Ramesh Prasanna Dixit
Date of Birth 10/04/1975
Nationality INDIAN
Date of appointment on the Board 30/10/2004
Qualifications Master of Technologies
Expertise in specific functional area Mr. Prasanna Ramesh Dixit Leads the Business Development and Operations of the Organization. He has completed his education from renowned University and ‘Nettur Technical Training Foundation’. He is currently heads the distribution process for IT and Telecom solutions with lot of flair and dynamism to create successful opportunities in various industries. He has experience of More Than 01 (Decade) in the above mentioned segment and he is appointed as Director of Mahaveer Infoway Limited in 2004.He was a Product Design Engineer in Welmade Locking System Private Limited for the period of August 1998 – August 1999 and also worked as a Production Engineer in Datar Switchgear Limited for the period of 1996 – 1997 (1 year).His expertise are in Translating New Ideas into entrepreneurial opportunities Innovating New Business Models Overseeing operations and implementation networking with people.He has executed projects in Distance Learning Product development sales operations selling software services and products. He also started and managed mobile phones distribution setup at Hubli Branch Karnataka. He is awarded with the Best Distributor in India by ‘Samsung’ Best Partner by ‘Gionee Mobiles’ and he is also honored and awarded for recognition of Successful Entrepreneurship by the State Government of Karnataka in 2002.
Number of shares held in the company NIL
List of the directorship held in other companies i. Mahaveer telecom Private limitedii.
ii. Kuse technologies Private limited
Chairman/Member in the Committee of the Boards of Companies in which he is Director NIL

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report in Annexure I.

17. AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:

The authorized capital of the company stands at 60000000 /- divided into 6000000equity shares of Rs.10/- each and The company’s paid up capital at 55090000/-divided into 5509000 equity shares of Rs. 10/- each.

18. DIRECTOR’S RESPONSIBILITY STATEMENT: -

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm 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 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received a declaration from Mr. Budhi Prakash Toshniwal Ms. A. NeelimaReddy Mr. Vinit Maharia and Mr. Harinarayan Vyas Independent Directors of the Company tothe effect that they are meeting the criteria of Independence as provided in Sub-section(7) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Such Declarations is attachedin Annexure II of this Report.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

OUTGO:

The required information as per Section 134 (3) (m) of the Companies Act 2013 isprovided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.

B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go: (In Lakhs)
1. Foreign Exchange Earnings : 11.02
2. Foreign Exchange Outgo : NIL

21. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF

THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has Two Subsidiary Companies in the name and style M/s. Minfy TechnologiesPrivate Limited (Formerly known as ‘Mahaveer Projects Private Limited’) and M/s.Mahaveer Telecom Private Limited. Other Details of Subsidiary Companies are as follows: -

Particulars Minfy Technologies Private Limited Mahaveer Telecom Private Limited
Date of Incorporation 29/11/2010 24/12/2010
Brief Main Object Staffing and Recruitment Mobile Trading
Authorised Share Capital Rs. 100000/- Rs. 500000/-
Paid up Share Capital Rs. 100000/- Rs. 500000/-
Total Income for FY 2015-16 Rs. 39456797/- Rs. 12779188/-
Total Expenditure for FY 2015-16 Rs. 37186496/- Rs. 12720848/-
Profit Before Tax for FY 2015-16 Rs. 2270302/- Rs. 58340/-
Provision for Tax for FY 2015-16 Rs. 731658/- Rs. 17659/-
Profit after Tax for FY 2015-16 Rs. 1538644/- Rs. 40681/-

22. AUDITORS AND AUDITORS REPORTS:

A. STATUTORY AUDITORS:

M/s. Kalyana & Co. Hyderabad Statutory Auditors of the Company retire at theensuing annual general meeting and are eligible for reappointment. As required under theprovisions of Section 139 of the Companies Act 2013 the Company has received a writtenconsent from the auditors to their re-appointment and a certificate to the effect thattheir re-appointment if made would be in accordance with the Companies Act 2013 and therules framed there under and that they have satisfied the criteria provided in Section 141of the Companies Act 2013.

The Board recommends the re-appointment of M/s. Kalyana & Co. Hyderabad as theStatutory Auditors of the Company from the conclusion of this Annual General meeting tillthe conclusion of the next Annual General Meeting.

B. STATUTORY AUDITORS’ REPORT:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for theyear ended March 31 2016 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.

C. SECRETARIAL AUDITORS:

The Board had appointed M/s. S. S. Reddy & Associates Practicing CompanySecretaries Hyderabad having CP No. 7478 to conduct Secretarial Audit for the financialyear 2015-16 pursuant to the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 The Secretarial Audit Report in Form MR – 3 for the financial year 2015- 16 isenclosed herewith as Annexure III to this Report.

D. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the Company has notappointed internal auditor for the financial year 2015-16 but the company is takingnecessary measures to appoint the same at the earliest.

23. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8 (v) of Companies (Accounts) Rules2014 during the financial year under review.

24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

The Company has in place adequate internal control systems which commensurate with itssize nature of business and complexity of its operations and are designed to provide areasonable degree of assurance regarding the effectiveness and efficiency of operationsthe adequacy of safeguard for assets internal control over financial reporting andcompliance with applicable laws and regulations. Internal audit function evaluates theadequacy of and compliance with policies plans regulatory and statutory requirements.

The Internal Auditors directly report to the Board’s Audit Committee thusensuring the independence of the process. It also evaluates and suggests improvement ineffectiveness of risk management controls and governance process. The Audit committee andBoard provides necessary oversight and directions to the Internal audit function andperiodically reviews the findings and ensures corrective measures are taken.

25. INSURANCE:

The properties and assets of your Company are adequately insured.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans: -

During the Year The Company has given Short Term Loan to Its Subsidiary MahaveerTelecom Private Limited of Rs. 2262949.00/- and Intercorporate Loans of Rs.3652726/- to Techminfy Info Solutions LLP and Lacis Techminfy Info SolutionsLLP.

Investment: -

During the Year Your Company has invested in the Contribution of Lacis Techminfy InfoSolutions LLP of Rs. 50000.00/-.

Credit & Guarantee Facilities:

The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from Axis Bank Ltd. Personal Guarantees were given by:

1. Mr. Ashok Kumar Jain – Managing Director
2. Mr. Vijay Jain – Director
3. Mr. Rajender Kumar Jain – Director
4. Mr. Jeetendra Kumar Bhansali – Director
5. Mr. Ramesh Prasanna Dixit – Director

Executive Director without any consideration for obtaining Bank Guarantees.

27. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since your Company does not has the net worth of Rs. 500 crore or more or turnover ofRs. 1000 crore or more or a net profit of Rs. 5 crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

28. LISTING AND DELISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toAhmedabad Stock Exchange and Bombay Stock Exchange and the Company also applied forVoluntary delisting of its Equity Shares from the Ahmedabad Stock Exchange due tonegligible volume of trading and as a part of cost reduction measures.

29. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS

GOVERNING THE COMPANY:

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

30. SECRETARIAL STANDARDS:

The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

31. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 134 ofthe Companies Act 2013

32. APPRECIATION & ACKNOWLEDGEMENT:

Your company satisfactorily outperformed the industry in this challenging year andcontinues to maintain its leadership position. It has been surpassing all theinternational quality and cost benchmarks and continues to build shareholder value. YourDirector looks to the future with confidence.

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.

For and on behalf of the Board of
Mahaveer Infoway Limited
S/d- S/d-
Place: Hyderabad Ashok Kumar Jain Rajender Kumar Jain
Date: 10.08.2016 Managing Director Director