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Mahavir Industries Ltd.

BSE: 531648 Sector: Engineering
NSE: N.A. ISIN Code: INE987M01023
BSE LIVE 14:19 | 16 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.30
PREVIOUS CLOSE 6.30
VOLUME 4
52-Week high 8.85
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.30
Sell Qty 496.00
OPEN 6.30
CLOSE 6.30
VOLUME 4
52-Week high 8.85
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.30
Sell Qty 496.00

Mahavir Industries Ltd. (MAHAVIRINDUST) - Director Report

Company director report

To

The Members

Mahavir Industries Limited

Your Directors have pleasure in presenting their 2015-16 Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312016.

1. FINANCIAL RESULTS:

(Amount in Rupees)
Particulars (Standalone) Standalone
2015-16 2014-15
Total Income 910813 2042368
Total Expenditure 1066135 2023048
Profit before Tax (155322) 19320
Provision for Tax (previous years & deferred) 22186 7100
Profit after Tax (177508) 12220
Add: Balance of Profit brought forward -
Profit available for appropriation :
Transfer to Reserves (177508) 12220
Surplus carried to the Balance Sheet
Earning per Equity Share (Face Value: Rs. 10/-)
Basic (0.01) 0.001
Diluted (0.01) 0.001

2. DIVIDEND: There was no business during the year and thus no profitsbecause of which the Board could not declare any interim nor final dividend during thefinancial year ended 31st March 2016.

3. RESERVES: The appropriations for the year are:

Particulars Standalone(Rupees)
Net Profit/Loss for the year (177508)
Balance of Reserve at the beginning of the year (67384125)
Transfer to General Reserve -
Balance of Reserve at the end of the year (67561633)

4. INFORMATION ON THE STATE OF COMPANY’S AFFAIR: The Company is notcarrying any business and thus there was no turnover during the current year during asagainst Rs.895000 the previous year. There was no turnover thus the company had incurredloss of (177508) during the current year as against the minimal profit of Rs. 12220during the previous year 2014-15.

The slowing down of the economy has severely impacted the sales during the currentyear. Further the increase in the cost of power fuel and the consumables had adverselyimpacted the business and impacted to discontinue the Business. The Company is trying itsbest to improve and maintain its existence in the competitive market.

5. CASH FLOW STATEMENT: In conformity with the provisions of the CompaniesAct 2013 and Regulation 34(2) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 with the Stock Exchanges the cash flow statement for theyear ended 31st March 2016 is annexed hereto.

6. CHANGES IN THE NATURE OF BUSINESS IF ANY: There were no Changes as suchin the Company for the year under review.

7. DIRECTORS’ RESPONSIBILITY STATEMENT: As per the clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 the Directors’ state 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: During the yearthe company didn’t enter into any joint venture with any company nor it has anysubsidiary or associated company. Thus a separate performance and financial position neednot be submitted in separate form (AOC-1)

9. LISTING: As on date all the 20000000 Equity Shares of the Company arelisted on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to theBombay Stock Exchange Limited (BSE) for the year2016-17.

10. DEPOSITORY: Equity shares of the Company are traded in Demat form as well as inphysical form. For dematerialization of shares the Company has connectivity with theNational Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.(CDSL).

11. PUBLIC DEPOSITS / LOANS & ADVANCES OR INVESTMENTS: Your Company has notaccepted any deposits from the public during the year under review. Your company evendidn’t have repayment of deposits or any interest payment to be made for any of theprevious years. The particulars of loans/advances investments under Section 186 of theCompanies Act 2013 and as per Clause 32 of the Listing Agreement are given in the notesforming part of the Financial Statements.

12. SHARE CAPITAL: Your Company had neither increased its authorised share capitalnor had raised any capital from public during the year ending 31st March 2016.The Company had sub-divided the shares from face value of Rs. 10 /- to Rs. 5/- during thecurrent financial year. Thus the paid up share capital of the Company is Rs. 10000000divided into 20000000 (two cores) equity shares of Rs. 5 each

13. ESTABLISHMENT OF VIGIL MECHANISM: Your Company has laid down Whistle BlowerPolicy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. As partof the Vigil Mechanism a dedicated telephone line and email address are provided. TheWhistle Blower Policy is made available on the website of the Company. There was suchcomplaint received by the Company.

14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS: The Company has internal financial controls which areadequate and were operating effectively. The controls are adequate for ensuring theorderly & efficient conduct of the business including adherence to the company’spolicies the safe guarding of assets the prevention & detection of frauds &errors the accuracy& completeness of accounting records and timely preparation ofreliable financial information.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required by Clause 34 of theSecurities And Exchange Board Of India (Listing Obligations And Disclosure Requirements)Regulations 2015 with Stock Exchanges the Management discussion and Analysis Report isenclosed as a part of this report (Annexure - I).

16. CORPORATE GOVERNANCE CERTIFICATE: The Company has put in place the compliancespertaining to Corporate Governance. A report on Corporate Governance as stipulated underSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 with the stockexchange forms part of the Annual Report. Your Company has complied with the requirementsof the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andnecessary disclosures have been made in this regard in the Corporate Governance Report.Certificate from the Auditors of the Company M/s Solanki & Associates confirmingcompliance of conditions of Corporate Governance as stipulated under the aforesaid SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed to thisReport.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During the year under review themeeting of the board of Directors was conducted 6 times on 31st May 2015 14thAugust 2015 4th September 2015 12th October 2015 and 13thNovember 2014 and on 19th January 2016. Your company had followed allregulations and provisions of Companies Act 2013 and rules laid for the meetings andfollowed all the secretarial standards while conducting the meetings.

18. DIRECTORS: The members of the Company approved the appointment of Mrs. NirmalaBansal (DIN: 06965900) as the Managing Director of the Company in the AGM held on30/09/2015 and the board approved the change of designation of Mr. Deepak Bansal(DIN:03578201) from Managing Director to Director during the F.Y. 2015-16. Mr. RajeshSharma (Din: 06606992) retires by rotation and being eligible offers himself forre-appointment during the F.Y. 2015-16. A. Changes in Directors and Key ManagerialPersonnel: There was a change in the Company’s Key Managerial Personnels during thefinancial year 2015-16. The Company appointed Ms. Isha Patel as the Company Secretary ofthe Company w.e.f 30/05/2015. The Board proposed the appointment of Mr. Vijay Mishra andMr. Naveen Gupta on the Board of the Company and puts the resolution for the approval ofmembers in the coming AGM on 30/09/2016. B. Declaration by an Independent Director(s) andre- appointment if any: All Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. C. AnnualEvaluation of the Board:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirement) Regulation 2015 the Board has devised a policy on evaluationof performance of

Board of Directors Committees and Individual directors. Accordingly the Chairman ofthe Nomination and Remuneration Committee obtained from all the board members duly filledin evaluation templates for evaluation of the Board as a whole evaluation of thecommittees and peer evaluation. The summary of the evaluation reports were presented tothe respective Committees and the Board for their consideration. The evaluation frameworkfor assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.

19. MANAGERIAL REMUNERATION: Your Company has not paid any remuneration to theExecutive

Director or Non – Executive Directors of the Company.

20. PARTICULARS OF LOANS OR INVESTMENTS UNDER SECTION 186: During the year theCompany didn’t make any change in the financial year 2015-16. The loan / Investmentof the Company remain the same as that of previous year. The amount of loan guarantee andinvestment made is within the limits prescribed u/s 186 of the Companies Act 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Your Company hadnot entered in any contract or arrangement with related parties referred in sub-section(1) of section 188 of the Companies Act 2013.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO: The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows: A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipment’s;

(B) Technology absorption:

a) the efforts made towards technology absorption;

b) the benefits derived like product improvement cost reduction product developmentor import substitution;

c) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof;

d) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo: There was no outflow and inflow of the foreignexchange current or technology.

23. COMMITTEES OF THE BOARD: During the year there were minor changes in thecommittees of the Company. The Company have Audit Committee Independent DirectorCommittee Nomination Remuneration Committee and Investor and Stakeholder Committee inaccordance with the Companies Act 2013. Details of all the Committees along with theircharters composition and meetings held during the year are provided in the "Reporton Corporate Governance" a part of this Annual Report.

24. AUDIT COMMITTEE: The Company has formulated Audit Committee in terms of Sec 177of the Companies Act 2013. The more details of Audit Committee meetings and the dates ofmeeting and directors who attended the meeting are mentioned in the Corporate GovernanceReport of this report.

25. NOMINATION AND REMUNERATION COMMITTEE: The nomination and remunerationcommittee has adopted policy under Section 178 (3) of the Companies Act 2013. The policywas formulated and the same is available on the website in the below mentioned link.(Link: http://miltd.co.in/PDF/Code-of-Conduct.pdf )

26. STATUTORY AUDITORS: M/s. Solanki & Associates Chartered Accountants (FirmRegistration No. 110332W) Mumbai Chartered Accountants were the statutory auditors ofthe Company hold office upto the conclusion of the forth coming Annual General Meeting(AGM). Pursuant to the provisions M/s. Devesh Mishra & Co. as the statutory auditorsof the Company from the period of 3 years from the conclusion of the forth coming AGMunder the of Section 139 of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014 it is proposed to appoint them till the conclusion of AGM to be held in theyear 2019 subject to ratification of their appointment at every AGM. A certificate fromthem has been received to the effect that their appointment if made would be within theprescribed limits.

27. AUDITORS’ OBSERVATION & REPORT: Auditor’s observations aresuitably explained in notes to the Accounts and are self-explanatory.

28. SECRETARIAL AUDIT REPORT: A Secretarial Audit Report given by Nilesh Pradhan& Co Practising company secretary has been annexed with the report. Your company hadnot appointed CFO and internal auditor as there was not much business during the year.Your Company has given notice for the meeting of the Board of Directors to Exchange timelyand even published the same on the website of the Company. Your Company has published theNotice of the AGM in both English and Marathi newspaper.

29. EXTRACT OF THE ANNUAL RETURN: The extract of the annual return has been annexedwith the report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of section 135 andSchedule VII of the Companies Act 2013 in respect to CSR is not applicable on yourCompany.

31. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL: No significantand material orders have been passed by any Regulator or Court or Tribunal which can havean impact on the going concern status and the Company’s operations in future.

32. EXTRACT OF ANNUAL RETURN: Pursuant to section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in MGT-9 is attached as a part of this Annual Report.

33. COST COMPLIANCE REPORT: In order to comply with the notifications and circularsissued by Ministry of Corporate Affairs (MCA) the Company was not required to file theCost Compliance Report for the year 2015-16.

34. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY: There were no Material changes affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013: In order to prevent sexualharassment of women at work place under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee. Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up Committee for implementation of said policy. During theyear under review the Company has neither received any complaint of harassment nor anycomplaints pending there under.

36. ACKNOWLEDGEMENTS: The Board of Directors wish to acknowledge the continuedsupport and co-operation extended by the Securities and Exchange Board of India ReserveBank of India Stock xchanges Ministry of Corporate Affairs Forward Markets Commissionother government authorities Bankers material suppliers customers and otherstakeholders for their support and guidance. Your Directors would also like to take thisopportunity to express their appreciation for the dedicated efforts of the employees ofthe Company at all the levels.

For and on behalf of the Board of Directors

Mahavir Industries Limited

Chairman

Place: Mumbai

Date: 03/09/2016