Mahavir Industries Limited
Your Directors have pleasure in presenting their 2016-17 Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 312017.
1. FINANCIAL RESULTS:
| || |
(Amount in Rupees)
|Particulars (Standalone) || |
|201617 ||2015-16 |
|Total Income ||542868 ||910813 |
|Total Expenditure ||1559150 ||1066135 |
|Profit before Tax ||(1016282) ||(155322) |
|Provision for Tax (previous years & deferred) ||- ||22186 |
|Profit after Tax ||(1016282) ||(177508) |
|Add: Balance of Profit brought forward || || |
|Profit available for appropriation : || || |
|Transfer to Reserves ||(1016282) ||(177508) |
|Surplus carried to the Balance Sheet || || |
|Earning per Equity Share (Face Value: Rs. 10/-) || || |
|Basic ||(0.05) ||(0.01) |
|Diluted ||(0.05) ||(0.01) |
2. DIVIDEND: There was no business during the year and thus no profits because ofwhich the Board could not declare any interim nor final dividend during the financial yearended 31st March 2017.
3. RESERVES: The appropriations for the year are:
|Particulars ||Standalone(Rupees) |
|Net Profit/Loss for the year ||(1016282) |
|Balance of Reserve at the beginning of the year ||(64156083) |
|Transfer to General Reserve ||- |
|Balance of Reserve at the end of the year ||(65172365) |
4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR: The Company is not carrying anybusiness and thus there was no turnover during the current year during same as in theprevious year. There was no turnover thus the company had incurred loss of Rs. 1016282/-(Ten Lakhs sixteen thousand two hundred eighty two only) during the current year asagainst the minimal loss of Rs. 177508/- (One lakh seventy seven thousand five hundredand eight) during the previous year 2015-16.
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 and finding bestavailable opportunity.
5. CASH FLOW STATEMENT: In conformity with the provisions of the Companies Act2013 and Regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the cash flow statement for the year ended31st March 2017 is annexed hereto.
6. CHANGES IN THE NATURE OF BUSINESS IF ANY: There were no Changes as such in theCompany for the year under review.
7. DIRECTORS' RESPONSIBILITY STATEMENT: As per the clause (c) of sub-section (3) ofSection 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 year thecompany didn't enter into any joint venture with any company nor it has any subsidiary orassociated company. Thus a separate performance and financial position need not besubmitted in separate form (AOC-1)
9. LISTING: As on date all the 20000000 Equity Shares of the Company are listedon the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the BombayStock Exchange Limited (BSE) for the year 2017-18.
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 pursuant to regulations of the SEBI (LODR) 2015 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 2017.
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. The Whistle BlowerPolicy is made available on the website of the Company. There was such complaint receivedby the Company.
14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS: The Company has internal financial controls which are adequateand were operating effectively. The controls are adequate for ensuring the orderly &efficient conduct of the business including adherence to the company's policies the safeguarding of assets the prevention & detection of frauds & errors theaccuracy& completeness of accounting records and timely preparation of reliablefinancial 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 requirements of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and necessary disclosures have been made inthis regard in the Corporate Governance Report.
Certificate from the Auditors of the Company M/s Devesh Mishra & Co. 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 18th May 2016 30thMay2016 13th August 2016 3rdSeptember 2016 15th November2016 and on 14thFebruary 2017. Your company had followed all regulations andprovisions of Companies Act 2013 and rules laid for the meetings and followed all thesecretarial standards while conducting the meetings.
18. DIRECTORS: The members of the Company approved the appointment of Mr. VjayMishra and Mr. Naveen Gupta as the Director and Independent Director of the Company in theAGM held on 30/09/2016 and the board approved the appointment of Mr. Jay Shah Mr. RaajvirMudaliar and Mr. Jay Chandvenkar as Director during the F.Y. 2016-17 and approved theresignation of Mr. Rajesh Sharma and Mr. Harsh Mehrotra and Mr. Jay Shah during the FY2016-17. Mr. Deepak Bansal retires by rotation and being eligible offers himself forre-appointment during the F.Y. 2016-17 in the AGM held on 30/09/2016.
A. Changes in Directors and Key Managerial Personnel: There was a change in theCompany's Key Managerial Personnel during the financial year 2016-17. Mr. Vjay Mishra asthe Non-Executive Director of the Company w.e.f 13/08/2016 whose appointment was approvedin AGM held on 30/09/2016. The Company also accepted the resignation of Director Mr.Rajesh Sharma w.e.f. 13/08/2016.
B. Declaration by an Independent Director(s) and re- appointment if any: AllIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
C. Annual Evaluation 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. Accordinglythe Chairman of the Nomination and Remuneration Committee obtained from all the boardmembers duly filled in evaluation templates for evaluation of the Board as a wholeevaluation of the committees and peer evaluation. The summary of the evaluation reportswere presented to the respective Committees and the Board for their consideration.
The evaluation framework for assessing the performance of Directors comprises of thefollowing 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 made minor change in the financial year 2016-17. The loan given earlier wasreceived back / Investment of the Company was reduced to Investment in shares of oneunlisted company. The amount of loan guarantee and investment made is within the limitsprescribed 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 foreignexchange earnings 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 wereminor 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 their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis 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. Devesh Mishra & Co. Chartered Accountants (FirmRegistration No. 015724C) Mumbai Chartered Accountants were the statutory auditors ofthe Company for the FY 2016-17 who were appointed to hold office upto 3 years from theconclusion of Annual General Meeting (AGM) held on 30/09/2016 till the conclusion ofAnnual General Meeting in 2019.
27. AUDITORS' OBSERVATION &REPORT: Auditor s observations are suitablyexplained 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 as there was not much business during the year. Your Company has givennotice for the meeting of the Board of Directors to Exchange timely and even published thesame on the website of the Company. Your Company has even published quarterly results inboth the Newspaper English and Marathi. Your Company had framed all the Committees andhave revised the Committee as per regulations.
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 2016-17.
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 Exchanges 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 this opportunity to express their appreciationfor the dedicated efforts of the employees of the Company at all the levels.
For and on behalf of the Board of Directors
Mahavir Industries Limited
|Nirmala Bansal ||Deepak Bansal |
|(Managing Director) ||(Director) |
|DIN : 06965900 ||DIN: 03578201 |
|Place: Mumbai || |
|Date: 04/09/2017 || |