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Mirch Technologies (India) Ltd.

BSE: 505336 Sector: Engineering
NSE: N.A. ISIN Code: INE098E01018
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OPEN 0.38
PREVIOUS CLOSE 0.37
VOLUME 400
52-Week high 0.38
52-Week low 0.37
P/E 0.93
Mkt Cap.(Rs cr) 0
Buy Price 0.38
Buy Qty 5600.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.38
CLOSE 0.37
VOLUME 400
52-Week high 0.38
52-Week low 0.37
P/E 0.93
Mkt Cap.(Rs cr) 0
Buy Price 0.38
Buy Qty 5600.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 43rd Annual Report together with AuditedBalance Sheet and Profit & Loss Account for the year ended 31st March 2016. 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:

Particulars Current Year . 2015-16 In Rs. Previous Year 2014-15 In Rs.
Revenue From Operations - -
Other Income 739412 739353
Total Revenue 739412 739353
Less: Expenses 2497010 2774774
Profit / (Loss) before Interest Tax and Depreciation (1757598) (2035421)
Less: Finance Cost 7165 10802
Profit/(Loss) Before Depreciation (1764763) (2046223)
Less: Depreciation 2360229 2384798
Profit /(Loss) Before Tax (4124992) (4431021)
Add: Deferred Tax expenses 1288705 2736243
Profit / (loss) after tax (2836287) (1694777)

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.

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 do 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:

In the last Annual General Meeting (AGM)the members approved the appointments of Mr.Ravi D. Kothari Mr. Rajvirendra Singh as Independent Directors for one term of one year.Their term comes to an end at the ensuing AGM. Mr. Shiv Kumar Ladha was appointed as theManaging Director of the Company at the last AGM and Mrs. Usha Devi Ladha was appointed asa Woman Director in the last AGM. Mr. Sadashiv Sheena Salian who retires by rotation atthis Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Rupesh Anil Kadam was appointed as Chief Financial Officer of the Company duringlast financial year.

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 have beenfollowed 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 31 st March 2016 and of the profitof the Company forthesaid period;

iii) the directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding 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 by the 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. v

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 SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014compliance with the provisions of Regulation 27(2) of the Sebi (Listing Obligation anddisclosure requirements) Regulations 2015 shall not be mandatory for the time being inrespect of the companies having paid up equity share capital not exceeding Rs.10 Crore andNet Worth not exceeding Rs.25 Crore as on the last day of the previous financial year.Accordingly your company is 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 Annpxure I and is attached to this Report.

PARTICULARS OF CONTRACTS AND 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 Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given inAnnexure-ll 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 Act and the rules framed thereunderM/s U.S. Tanwar & Co. Chartered Accountants were appointed as statutory auditors ofthe Company from the conclusion of the 41 st annual general meeting (AGM) of the Companyheld on September 29 2014 till the conclusion of the 48th AGM to be held in the year2021 subjecf to ratification of their appointment at every AGM.

SECRETARIAL AUDITORS:

The Board has appointed M/s Arun Dash & Associates Company Secretaries to conductSecretarial Audit for the financial year ended March 312016 and Secretarial Audit Reportis annexed herewith marked as Annexure III to this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark except i) The Companyhas not appointed whole time Company Secretary as provided u/s 203 of the Company Act2013 and the rule framed thereunder and ii) the Company has preference shares which areyet to be redeemed.

EXPLANATION OR COMMENTS BYTHE 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 qualifications made by the Secretarial Auditors are self-explanatory.

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. There are no materialtransactions with related parties that may have potential conflict with the interests ofthe Company. As per Accounting Standard 18 relevant disclosures are made in the financialstatement for the year.

RISK MANAGEMENT POLICY:

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

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 ANDOUTGO:

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 B.

BOARD AND COMMITTEE MEETINGS:

A. BOARD MEETINGS

Nine 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 9 9 Yes
Mr. Sadashiv Salian 9 9 Yes
Mr. Natwarlal Somani 9 5 Yes
Mr. Ravi D. Kothari 9 5 No
Mr. Rajvirendra singh Rajpurohit 9 5 No
Mrs. Ushadevi Ladha 9 5 Yes
Mr. Kumar Sambhav Ladha 9 1 No

B. COMMITTEE MEETINGS

i. AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the Companies Audit Committeecomprised of three directors .The board has accepted the recommendation of the AuditCommittee. Four Audit Committee meetings were held during the year.

ii. NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company’s Nomination andRemuneration Committee comprises of three Non-executive Directors. Two Nomination andRemuneration Committee meetings were held during the year.

Directors Category of the Director No. of Nomination & Remuneratio n Committee meeting held No. of Nomination and Remuneration Committee meeting attended
Rajvirendra Rajpurohit Non Executive Independent 2 2
Natwaria! Somani Non Executive Independent 2 2
Ravi D. Kothari Non Executive Independent 2 2

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 mayberequired.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

Two Stakeholders Relationship Committee meetings were held during the year.

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 Harassmen} that werereported during the period under review.

PARTICULARS OF EMPLOYEES:

As the Company has no executive who was in receipt of remuneration exceeding the sumprescribed under section 197(12) of the Act read with Rules 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no details wereproduced.

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 significant 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: 12th August 2016