Maheshwari Logistics Ltd.
|BSE: 538394||Sector: Others|
|NSE: MAHESHWARI||ISIN Code: INE263W01010|
|BSE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 538394||Sector: Others|
|NSE: MAHESHWARI||ISIN Code: INE263W01010|
|BSE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Maheshwari Logistics Private Limited
Your Directors have pleasure in presenting their Tenth Annual Report together with theAudited Statement of Accounts of Maheshwari Logistics Private Limited for the FinancialYear ended March 31 2016.
1. Financial Summary and Highlights :
A summary of the Company's financial performance in the year 2015-16 is as follows :
2. Company's Performance :
During the year under review the performance of the company is noteworthy. The netprofit of the company after taxation has increased to Rs. 73132411/- as compared to Rs.646.16788/- in the previous year. While the turnover of the Company has increased to Rs.6008034.950/- as compared to Rs. 5349253.370/- in the previous year. Your Directorsare striving hard by making more sincere efforts for better growth and prospects of theCompany in future and to yield better returns for the members of the company.
3. Subsidiaries Joint Ventures & Associates:
The Company has no subsidiaries or Associates and has not entered into JointVentures/Collaboration Agreements with any Company during the financial year under review.
4. Dividend :
Due to Conservative Financial policy of the Company. Directors of your company do notrecommend any dividend for the year under review.
5. Transfer of unclaimed dividend to Investor Education and Protection Fund:
As there was no unclaimed dividend lying with the Company there was no requirement totransfer any amount to Investor Education and Protection Fund.
6. Transfer to Reserves:
The Board of the company has decided to transfer an amount of profit of Rs.73132411/- to its Reserves & Surplus.
7. Change in the nature of business if any :
During the year the Company has amended its objects incidental or ancillary to theattainment of main object clause and included an additional object clause by passing theSpecial Resolution in the Extraordinary General Meeting held on 9!h January2016 and Same was approved by the Registrar of Company on 13h January 2016.
8. Review of business operations and future prospects:
Your Directors wish to present the details of Business operations done during the yearunder review:
a. Production and Profitability - The Profit for the year under review is Rs.731.32.411/-.
b. Sales - The turnover of the Company during the financial year 2015-16 is Rs.60080.34950/- (gross)
9. Material changes and commitments if any 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:
There has been no material changes and commitments affecting the financial position ofthe Company since the close of the financial year i.e. 31" March 2016 till the dateof the report.
10. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future :
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
11. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The Internal Control is intended to increase transparency and accountability in anorganisation's process of designing and implementing a system of internal control. Thedetails in respect of internal financial control and their adequacy are included in thereport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143of the Companies Act. 2013 in the Financial Statements.
12. Deposits :
The Company has not accepted any public deposits during the financial year underreview. No amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.
In furtherance the company has accepted money which does not consider as deposit asper Companies (Acceptance of Deposits) Rules 2014 and amendment therein from Relatives ofDirectors of the company for which company has received declaration in writing to theeffect that the amount is not being given out of funds acquired by them by borrowing oraccepting loans or deposits from others.
Pursuant to section 139 of the Act your Company has appointed M/s. Kakaria &Associates Chartered Accountants (Firm Regn. No. 104558W) as Statutory Auditors of theCompany to hold office from the conclusion of the this Annual General Meeting till theconclusion of the next Annual General Meeting of the Company to be held in the year 2017at such remuneration as may be mutually agreed between the Board of Directors of theCompany and the statutory auditors."
You are requested to re-appoint Auditors and to authorise the Board to fix theirremuneration. The auditors M/s. Kakaria & Associates. Chartered Accountants areeligible for reappointment. A
certificate from the Auditors has been received to the effect that their reappointmentif made would be within the prescribed limits.
14. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports j
There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors M/s. Kakaria & Associates Chartered Accountants in their report and henceno explanation or comments of the Board is required in this matter. The Company has inplace a mechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Board of Directors of the Company.
15. Share Capital and changes if any:
The authorised capital of the Company is Rs. 100000000/- and the paid-up Capital ofthe Company is Rs. 54013000/-. The company has been issued and allotted 193300 EquityShares of Rs. 10/- each at premium of Rs. 100/- aggregating to Rs. 212.63000/- (RupeesTwo Crores Twelve Lacs Sixty Three Thousand Only) in the Extra Ordinary General Meeting ofthe members of the Company held on Tuesday 15th Day of March 2016 at 11:00 A.M. to thefollowing investors on Private Placement basis on such terms and conditions throughissuance of Private Placement Offer Letter as per Companies Act 2013 and rules madethereunder.
16. Extract of the annual return :
The extract of Annual Return in Form MGT - 9 for the Financial Year 2014-15 has beenenclosed in Annexure - 1 with this report.
17. Conservation of energy technology absorption and foreign exchange earnings andoutgo :
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
(i) Steps taken or impact on conservation of energy : NIL
(ii) Steps taken by the company for utilising alternate sources of energy : NIL
(iii) Capital investment on energy conservation equipments: NIL
(B) Technology absorption:
(i) Efforts made towards technology absorption : NIL
(ii) Benefits derived : NIL
(product improvement cost reduction product development or import substitution)
(iii) Expenditure on Research &Development if any : NIL
(iv) Details of imported technology : (imported during the last three years reckonedfrom the beginning of the financial year)
(a) Details of technology imported : NIL
(b) Year of import: NIL
(c) Whether the technology been fully absorbed: NIL
(d) Areas where absorption has not taken place if any and the reasons thereof : NIL
(C) Foreign Exchange Earnings and/or Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows are as follows:
Earnings: Nl 17- Outgo : 126.96.36.1996/-
18. Corporate Social Responsibility (CSR) :
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure
IV of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014.
There are no Changes in the Composition of Board of Directors of the company during theyear under review.
20. Directors Holding in the Company :
The details of securities held by the Directors who have served the Company during thefinancial year under review or any part thereof are as follows :
21. Declaration by the Independent Directors under Section 149(6) :
As the Company does not fall under the criteria specified under Section 149(4) and Rule4 of Companies (Appointment and Qualifications of Director) Rules 2014 declaration underSection 149(6) is not required to be complied.
22. Company's policy relating to Directors appointment payment of remuneration anddischarge of their duties :
The remuneration policy of the Company is directed towards rewarding performance basedon review of achievements on a periodic basis. The Company endeavors to attract retaindevelop and motivate the high caliber executives and to incentivize them to develop andimplement the Company's Strategy thereby enhancing the business value and maintain a highperformance workforce. The policy ensures that the level and composition of remunerationof the Directors is optimum.
(A) Board Meetings :
The Board met 13 times during the financial year the details of which are given inAnnexure - II. The intervening gap between two meetings was within the period prescribedby the Companies Act. 2013.
(B) Annual General Meeting :
The Annual General Meeting for the financial year ended on 31st March 2015 was held on30th September 2015 after giving the notice to the members of the Company and theresolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.
(C) Extra Ordinary General Meeting :
Four Extra Ordinary General Meeting of the Company was held on 15th September. 201525th November. 2015 9th January. 2016 and 15th March. 2016 after giving the notice to themembers of the Company and the resolutions passed thereat were duly recorded in MinutesBook maintained for the purpose.
(D) Corporate Social Responsibility Committee Meeting :
The CSR Committee Meeting for the financial year was held on 15th April. 2015 aftergiving the notice to the Committee Members of the Company and the resolutions passedthereat were duly recorded in Minutes Book maintained for the purpose.
24.1nvestment in securities of other Companies:
The Company has not invested in any securities of other Companies.
25. Performance Evaluation :
As the Company does not fall under the purview of Formal Annual Evaluation requiredunder Rule 8 of Companies (Accounts) Rules 2014 performance evaluation is not mandatory.
26. Audit Committee:
As per the provisions of Section 177 of the Companies Act. 2013 read with Rule 6 ofCompanies (Meetings of Board and its powers) Rules 2014 the Company is not required toform Audit Committee.
27. Details of establishment of Vigil Mechanism for directors and employees:
The Company is not required to comply with the requirements of Vigil Mechanism as itdoes not fall under the ambit of criteria specified under Section 177(9) of the CompaniesAct 2013 read with Rule 7 of Companies (Meetings of Board and its powers) Rules. 2014.
28. Particulars of loans guarantees or investments under section 186:
The Company has not given any loans guarantees or investments under section 186 duringthe year under review.
29. Particulars of contracts or arrangements with related parties:
All the contracts with related parties are entered by the company in ordinary course ofbusiness and at arm's length price. The particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 for the FinancialYear 2015-16 in the prescribed Form AOC-2 has been enclosed in Annexure - III with thereport.
30. Risk management policy :
Pursuant to section 134(3)(n) of the Companies Act 2013 the company has framed RiskManagement Policy. The company has not identified certain element of risk which maythreaten the existence of the company i.e competition change in government policies etc.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks. The Company has formally framed aRisk Management Policy to identify and assess the key risk areas monitor and reportcompliance and effectiveness of the policy and procedure.
31. Directors* Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act. 2013 shall 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 devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
32. Disclosure under The Sexual Harassment of Women at Workplace (Prevention.Prohibition and Redressal) Act. 2013:
In pursuance of the requirements of The Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013 there has not been received anycomplaints of sexual harassment received during the year under review.
The Company has taken sufficient safety measures for the protection and safety of womenemployees against any kind of sexual harassment.
33. Human Resource :
The Company believes that employees are the key to achievement of Company's objectivesand strategies. The Company provides to the employees a fair and equitable workenvironment and support from their peers with a view to develop their capabilities leavingthem with the freedom to act and to take responsibilities for the task assigned. Weprovide our employees outstanding career development opportunities and reward to the stafffor their good performance and loyalty to the organisation. In order to meet theindustries demand we have appointed experienced professionals in Technical as well asFinance Departments.
34. Acknowledgements :
The Board is grateful to the members for their continual support and trust in us. TheBoard also would like to put on record its appreciation for the professional servicesoffered by the Company's Legal Advisers. Management and Tax Consultants Bankers foreignInvestor Internal Auditors and Statutory Auditors for their co-operation and theirvaluable guidance.
We take this opportunity to express our gratitude to our members depositors clientsemployees at all levels and well wishers for their valuable support.
BY ORDER OF THE BOARD OF
Annexure - 111 FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe
Companies (Accounts) Rules 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third proviso isgiven below:
1. Details of contracts or arrangements or transactions not at Arm's length basis:
2. Details of contracts or arrangements or transactions at Arm's length basis:
Maheshwari Logistics Private Limited has always been committed to the cause of socialservice and has repeatedly channelized a part of its resources and activities such thatit positively affects the society socially ethically and also environmentally. It isrecognised that integrating social environmental and ethical responsibilities into thegovernance of business ensures the long term success competitiveness and sustainability.Further CSR makes a business sense as companies with effective CSR. having image ofsocially responsible companies achieve sustainable growth in their operations in longrun.
1. A brief outline of the company's CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs
The Company is contributing to sustainable development by ensuring that it strives foreconomic development that positively impacts the environment communities stakeholdersand society at large with minimal resource footprint.
2. The Composition of the CSR Committee
The Company has constituted a Corporate Social Responsibility (CSR) Committee and hasframed a CSR Policy pursuant to the provisions of Section 135 of the Companies Act. 2013read with Companies (Corporate Social Responsibility)Rules 2014. The CSR Committeescomprising of the following members of the Board of Director of the Company as members ofCSR Committee has been constituted in the Meeting of Board of Directors as on Wednesday.15th April. 2015 at 12:00 p.m. at the Register of Office of the Company.
1. Ms. Mukta Maheshwari
2. Ms. Mayadevi Krishnaawtar Kabra
3. Mr. Varun Krishnavtar Kabra
The CSR Committee has been authorised to formulate the CSR Policy as per therequirement laid down under the Companies Act 2013 and to perform all such activities asprescribed under Schedule VII of the Companies Act 2013.
3. Average net profit of the company for last three financial years
The Average Net Profit of the company for last three financial years is Rs.8.2486.252.7/-.
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)
Details of CSR spent during the financial year:
a) Total amount to be spent for the financial year: Rs. 1649.725/-.
b) Amount unspent. if any:- 415.000/-
c) Manner in which the amount spent during the financial year is detailed below:-
* Implementing Agencv:-
5. In case the company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the company shall provide thereasons for not spending the amount in its Board report.
1. The Company is endeavored to ensure full utilization of the allocated CSR budget.The amount which remained unspent is due to the CSR committee is still receiving thefeedback from various communities to the programs framed under CSR policy so it is yet tofinalise. And company is under the process to identify the CSR policy implementationpartner. Moving forward the Company will spend on CSR activities in accordance with theprescribed limits under Companies Act2013.
2. There are also certain philanthropic/CSR activities/initiatives undertaken by theCompany for the substantial well-being of the people in the local area which are notgetting covered under the above CSR report due to the specified format under theapplicable Rules.
6. A responsibility statement of the CSR committee that the implementation andmonitoring of CSR policy is in compliance with CSR objectives and policy of the Company
We hereby declare that implementation and monitoring of the CSR policy are incompliance with CSR objectives and policy of the Company.