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Mirch Technologies (India) Ltd.

BSE: 505336 Sector: Engineering
NSE: N.A. ISIN Code: INE098E01018
BSE 05:30 | 01 Jan Mirch Technologies (India) Ltd
NSE 05:30 | 01 Jan Mirch Technologies (India) Ltd

Mirch Technologies (India) Ltd. (MIRCHTECH) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 44th Annual Report together with AuditedBalance Sheet and Profit & Loss Account for the year ended 31st March 2017. Thehighlights of the financial results are as under:

FINANCIAL RESULTS:

The Company's financial performances for the year under review along with the previousyear's figures are summarized hereunder:

(Amt in Rs.)

Particulars Current Year 2016-17 Previous Year 2015-16
Revenue From Operations 6143228 -
Other Income 762322 739412
Total Revenue 6905550 739412
Less: Expenses 4420074 2497010
Profit / (Loss) before Interest Tax and Depreciation 2485476 (1757598)
Less: Finance Cost 21563 7165
Profit/(Loss) Before Depreciation 2463913 (1764763)
Less: Depreciation 2067018 2360229
Profit /(Loss) Before Tax 396895 (4124992)
Add: Deferred Tax expenses 445305 1288705
Profit / (loss) after tax 842200 (2836287)

STATE OF COMPANY'S AFFAIRS:

The company is into the activities of industrial design and fabrication. The Companyhas been covering various industries like fertilizers chemicals petrochemicals powerplant fibers cements steel plants pharmaceuticals dyes and intermediates paper andpulp and other allied processing industries since its inception. The company has made anet profit of Rs. 842200 /- during the financial year.

DIVIDEND:

Your Directors do not recommended any dividend during the year.

THE AMOUNTS COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS:

The Company has not made any changes in the nature of business during last financialyear.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year till the date to this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review no Companies have become or ceased to be Company'ssubsidiaries joint ventures or associate companies. As the Company does not have anysubsidiaries associates or joint venture companies as per the Companies Act 2013 noreport on the performance of such companies is provided.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Shri Ravi D. Kothari and Shri Rajvirendra Rajpurohit ceased to be associated with thecompany as Independent Directors w.e.f 29th September 2016. Smt. Ushadevi Ladha whoretires by rotation at this Annual General Meeting and being eligible has offered herselffor re-appointment. Shri Shiv Kumar Ladha is the managing director of the company.

Shri Rupesh Anil Kadam is the Chief financial officer of the Company.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of Companies Act 2013 with respect toDirectors' responsibility statement it is hereby confirmed that:

(i) in the preparation of Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(ii) 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 as at 31st March 2017 and of the profitof the Company for the said period;

(iii) the directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act1956forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

(v) the directors of the Company have laid down internal financial controls to befollowed bythe Company and that such internal financial controls are adequate and wereoperating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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.

CORPORATE GOVERNANCE

In terms of provisions of Regulation 27(2) read with Regulation 15(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 provisions relating tocorporate governance report is not mandatory for the time being accordingly your companyis not required to give corporate governance report.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form No. MGT 9 as referred to in Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is furnished in Annexure - I and is attached to this Report.

PARTI CU LARS O F CO N TRAC TS AN D ARRANGEMENTS MADE WITH RELATED PARTIES:

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.Information on transactions with related parties pursuant to section 134(3)(h) ofthe Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 aregiven in Annexure- II in Form AOC-2 and the same forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013.

POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee of the Company formulates the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s U.S. Tanwar & Co. Chartered Accountants were appointed asstatutory auditors of the Company from the conclusion of the 41st annual general meeting(AGM) of the Company held on September 29 2014 till the conclusion of the 48th AGM to beheld in the year 2021 subject to ratification of their appointment at every AGM. Themembers are requested to ratify the appointment.

SECRETARIAL AUDITORS:

The Board has appointed M/s Arun Dash & Associates Company Secretaries to conductSecretarial Audit for the financial year ended March 312017 and Secretarial Audit Reportis annexed herewith marked as Annexure III to this Report.

The Secretarial Audit Report contains the following qualifications i) The Company hasnot appointed a whole time Company Secretary as provided u/s 203 of the Companies Act2013 and the rules framed thereunder ii) the Company has preference shares which are yetto be redeemed (iii) the company has not paid Annual listing fee for FY 2016-17 and (iv)The Board of Directors of the Company needs one more Independent Director for its propercomposition.

MANAGEMENT'S DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis are annexed and forms an integral part of thisreport.

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKSOR DISCLAIMERS MADE BY THE AUDITORS:

The observation made by the Statutory Auditors and note no. 2.13 & 20 (g) to thefinancial statements are self-explanatory.

The Company is searching for a suitable candidate to be appointed as its whole timeCompany secretary the company is taking utmost efforts in redemption of preferenceshares due to financial difficulties Annual listing fees could not be paid and thecompany is looking for an Independent director.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal financial controls that are commensuratewith its size and nature of business to safeguard and protect the Company from lossunauthorized use or disposition of its assets.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year.

EQUTIY SUSPENSE ACCOUNT

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBIListing Regulations no share of the company is in suspense account.

VIGIL MECHANISM:

Your Company is committed to highest standard of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 .Thepolicy provide a framework and process whereby concerns can be raised by its employeesagainst any kind of discrimination harassment victimization or any other unfair practicebeing adopted against them.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conversation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure IV.

BOARD AND COMMITTEE MEETINGS:

A. BOARD MEETINGS

Five Board Meetings were held during the year.

Attendance of Directors in Board and Annual General meeting is summarized below.

Director No. of Board Meetings held No. of Board Meetings attended Attended last AGM
Mr. Shiv Kumar Ladha 5 5 Yes
Mr. Sadashiv Salian 5 5 Yes
Mr. Natwarlal Somani 5 5 Yes
Mr. Ravi D. Kothari 5 2 No
Mr. Rajvirendra singh Rajpurohit 5 2 No
Mrs. Ushadevi Ladha 5 5 Yes
Mr. Kumar Sambhav Ladha 5 1 No

There were five board meetings held during the financial year on 31st May 2016 12thAugust 2016 29th September 2016 26th October 2016 and 9th February 2017.

*Shri Ravi D. Kothari and Shri Rajvirendra Rajpurohit ceased to be associated with thecompany w.e.f 29th September 2016.

B. COMMITTEE MEETINGS

i. AUDIT COMMITTEE

The Company's Audit Committee was reconstituted w.e.f 26th October 2016 comprising ofthree Directors. The board has accepted the recommendation of the Audit Committee.

Directors Category of the Director No. of Audit Committee meeting held No. of Audit Committee meeting attended
Shri Shiv Kumar Ladha Executive Non Independent 4 4
Shri Natwarlal Somani Non Executive Independent 4 4
*Shri Sadashiv Salian Executive Non Independent 4 2
**Shri Ravi D. Kothari Non Executive Independent 4 2

There were four Audit Committee meetings held during the financial year i. e on 30thMay 2016 12th August 2016 26th October 2016 and 9th February 2017.

*Shri Sadahiv S. Salian became a member of the Committee w.e.f 26th October 2016.

**Shri Ravi D. Kothari ceased to be a member of the Committee w.e.f 29th September2016.

ii. NOMINATION AND REMUNERATION COMMITTEE

Shri Ravi D Kothari and Shri Rajvirendra Rajpurohit Independent Directors ceased to bemembers of the Committee. The Company's Nomination and Remuneration Committee wasreconstituted w.e.f 26th October 2016 comprising of three directors.

Directors Category of the Director No. of Nomination & Remuneration Committee meeting heldg held No. of Nomination and Remuneration Committee meeting attended
Shri Natwarla Somani Non Executive Independent 3 3
*Shri Shiv Kumar Ladha Executive Non Independent 3 1
*Shri Sadashiv Salian Executive Non Independent 3 1
**Shri Ravi D. Kothari Non Executive Independent 3 2

There were there Nomination and Remuneration Committee meetings held during thefinancial year i.e on 30th May 2016 12th August 2016 and 26th October 2016.

*Shri Shivkumar Ladha and Shri Sadahiv S. Salian became members of the Committee w.e.f26th October 2016.

**Shri Ravi D. Kothari ceased to be a member of the Committee w.e.f 29th September2016.

a. TERMS OF REFERENCE

To identify persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every Director's performance.

b. REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired.

Remuneration to Non ExecutiveDirectors:

The Non Executive Directors are paid remuneration by way of sitting fees andcommission.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company's Stakeholders Relationship Committee was reconstituted w.e.f 26th October2016 comprising of two Directors.

Directors Category of the Director No. of Stakeholders relationship Committee meeting held No. of Stakeholders relationship Committee meeting attended
Shri Natwarla Somani Non Executive Independent 3 3
**Shri Rajvirendra Rajpurohit Non Executive Independent 3 2
*Shri Sadashiv Salian Executive Non Independent 3 1

There were three Stakeholders Relationship Committee meetings were held during thefinancial year

i.e on 30th May 2016 12th August 2016 and 26th October 2016.

*Shri Sadahiv S. Salian became a member of the Committee w.e.f 26th October 2016.

**Shri Rajvirendra Rajpurohit ceased to be a member of the Committee w.e.f 29thSeptember 2016.

ANTI SEXUAL HARASSMENT POLICY:

The Company has in place a policy on Anti Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Work place (Prevention Prohibition& Redressal) Act 2013. There were no instances of Sexual Harassment that werereported during the period under review.

PARTICULARS OF EMPLOYEES:

There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended.Other details stating comparison of remuneration of median employee to others is attachedas Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No signifcant and material orders were passed by any Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future during the yearunder review.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by Company'sexecutives staff and workers.

For and on behalf of the Board of Director of

Mirch Technologies (India) Limited

Shiv Kumar Ladha

Chairman

DIN:00478534

Place: Mumbai

Date: 30th May 2017