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Mishka Exim Ltd.

BSE: 539220 Sector: Others
NSE: N.A. ISIN Code: INE540S01019
BSE LIVE 11:23 | 13 Nov 31.00 1.00
(3.33%)
OPEN

31.00

HIGH

31.00

LOW

31.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 31.00
PREVIOUS CLOSE 30.00
VOLUME 27
52-Week high 33.60
52-Week low 30.00
P/E 387.50
Mkt Cap.(Rs cr) 45
Buy Price 24.00
Buy Qty 50.00
Sell Price 31.00
Sell Qty 473.00
OPEN 31.00
CLOSE 30.00
VOLUME 27
52-Week high 33.60
52-Week low 30.00
P/E 387.50
Mkt Cap.(Rs cr) 45
Buy Price 24.00
Buy Qty 50.00
Sell Price 31.00
Sell Qty 473.00

Mishka Exim Ltd. (MISHKAEXIM) - Director Report

Company director report

To the Members

Mishka Exim Limited

Yours Directors have pleasure in submitting the Third Annual Report and FinancialStatements for the period ended 31st March 2017.

1 FINANCIAL PERFORMANCE

(Rs. In Lakhs)

Standalone Consolidated
Particulars For the F.Y For the F.Y For the F.Y For the F.Y
2016-17 2015-16 2016-17 2015-16
Revenue from operations 2255.71 1469.41 2319.15 1471.21
Operating Expenditure 2240.81 1499.29 2310.56 1502.15
Earning before interest depreciation and amortization and tax 14.9 (29.88) 8.59 (30.94)
Other Income 6.58 2.64 17.05 2.64
Finance Cost - - - -
Depreciation and amortization expense 18.47 11.91 19.57 11.94
Profit Before Exceptional Items and tax 3.01 (39.15) 6.07 (40.24)
Tax Expense (8.19) (2.95) (6.93) (3.28)
Net Profit After Tax 11.20 (36.20) 13.01 (36.95)
Surplus carried to Balance Sheet 11.20 (36.20) 13.01 (36.95)

2 LISTING OF SHARES

The Equity Shares of the Company (Scrip Code 539220) are listed and admitted todealings on the SME Platform of BSE.

3 AMOUNT TRANSFERRED TO RESERVE

During the year no amount was transferred to reserve.

4 DIVIDEND

Keeping in view the working capital requirement director has decided to skip thedividend for the year.

5 COMPANY’S PERFORMANCE

Revenue from operations for the financial year 2016-17 at Rs.2 255.71 lakhs was higherby 53% over last year (Rs 1469.11 lakh in 2015-16). At the end of the Financial Yearended 31st March 2017 the Company reported profit amounting to Rs. 1120326.00 forfinancial year 2016-2017.

6 NUMBER OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

The Company has six subsidiaries. Details of the same has been given below

S. No. Name of The Company

1 Mishka Capital Advisors Limited

2 Cross River Securities Limited

3 Yuki Avenues Limited

4 Glace Educom Limited

5 Mishka Infratech Limited

6 Cunning Ways Limited

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013(‘Act"). There has been no material change in the nature of thebusiness of the subsidiary.

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company Subsidiary in Form AOC-1 is attachedto the financial statements of the Company.

7 BOARD MEETINGS

Total 11 Board Meetings were held during the period under review. Details are:

S No. Date No. of Directors present
1. 02.04.2016 6
2. 17.05.2016 6
3. 28.05.2016 6
4. 08.08.2016 6
5. 30.09.2016 6
6. 14.11.2016 6
7. 17.12.2016 6
8. 27.12.2016 6
9. 15.03.2017 6
10. 16.03.2017 6
11. 29.03.2017 6

8 DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNEDDURING THE YEAR

APPOINTMENT AND RESIGNATIONS

1. Ms. Kratika Tiwari Resigned as Company Secretary with effect from April 02 2016.The Board places on record its appreciation for the assistance and guidance provided byMs. Kratika Tiwari during her tenure as Company Secretary of the Company.

2. Ms. Shweta Bhardwaj was appointed as Company Secretary with effect from September30 2016 and resigned with effect from March 15 2017. The Board places on record itsappreciation for the assistance and guidance provided by Ms. Shweta Bhardwaj during hertenure as Company Secretary of the Company.

3. Mrs. Ranjana Kumari is appointed as a Company Secretary on its board meeting held onMay 06 2017.

4. Mr. Rajneesh Kumar Garg & Mr. Naresh Kumar Garg had resigned from the post ofIndependent Director of the Company with effect from May 30 2017. The Board places onrecord its appreciation for their assistance and guidance provided by them.

5. Mr. Varun Gupta had resigned from the post of directorship of the Company witheffect from May 30 2017. The Board places on record its appreciation for his assistanceand guidance provided by him.

6. Mr. Saksham Agarwal appointed as an Additional Director cum Independent on itsboard meeting held on May 30th 2017

RE-APPOINTMENT

Mrs. Suman Gupta Director of the Company retires by rotation in the ensuing AnnualGeneral Meeting and being eligible offer herself for reappointment.

9 BOARD INDEPENDENCE

Definition of Independence of Directors is derived from Section 149(6) of the CompaniesAct 2013. Based on the disclosure received from the Directors under Section 149(7) of theCompanies Act 2013 and on evaluation of the relationship disclosed the followingNon-Executive Directors are considered as Independent Directors: a) Mr. Akhil Mohan Guptab) Mr. Saksham Agarwal

10 COMPOSITION OF COMMITTEES

The Board has the following Committee during the period under review:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Audit Committee

The Company has constituted an Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013. Due to Appointment and resignation of Independent Directorscomposition of the Committee is reconstituted as set out in the following table:

S.No. Name of the Director Status Nature of Directorship
1 Mr. Akhil Mohan Gupta Chairman Independent Director
2 Mr. Saksham Agarwal Member Independent Director
3 Mr. Rajneesh Gupta Member Executive Director

Stakeholder Relationship Committee

The Company has a Stakeholder Relationship Committee to redress the complaints of theShareholders. Due to Appointment and resignation of Independent Directors composition ofthe Committee is reconstituted as set out in the following table:

S.No. Name of the Director Status Nature of Directorship
1 Mr. Saksham Agarwal Chairman Independent Director
2 Mr. Akhil Mohan Gupta Member Independent Director
3 Mrs. Suman Gupta Member Non Executive & Non Independent Director

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee. Due to Appointment andresignation of Independent Directors composition of the Committee is reconstituted as setout in the following table:

S. No. Name of the Director Status Nature of Directorship
1 Mr. Akhil Mohan Gupta Chairman Independent Director
2 Mr. Saksham Agarwal Member Independent Director
3 Mr. Rajneesh Gupta Member Executive Director

11 REMUNERATION POLICY

The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to directors and KMPs.

12 MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were no employees in the Company whose remuneration exceeded the limit asmentioned under Section 197(12) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

13 GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise.

b. Issue of sweat equity shares

c. The Managing Director of the Company did not receive any remuneration or commissionfrom its holding or subsidiary company.

d. Disclosure required under Section 67 of the Companies Act 2013

14 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the section 134(5) of the Companies Act 2013 with respect toDirectors’ Responsibility Statement it is hereby confirmed that:

a) that in the preparation of the accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating departures;

b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the Directors have prepared the accounts for the financial year on goingconcern basis.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15 STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s Prakash & Santosh Chartered Accountants were appointed as statutory auditors fora period of five years from the conclusion of the Second Annual General Meeting until theconclusion of the Seven Annual General of the Company subject to the rectification by themembers every year. The proposal for their reappointment is included in the notice ofAnnual General Meeting.

Auditors’ Remark

There is no auditor’s remark in the Auditor report given notes referred to intheir report is self-explanatory. The explanation contained in those comments/notes may betreated as information/explanation submitted by the board as contemplated U/s 129 (1) ofthe Companies Act 2013.

16 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and remuneration of managerial personnel) Rules 2014 the Company hasappointed Mr. Parveen Rastogi & Co. a firm of Company Secretary in practice toundertake the Secretarial Auditor of the Company. The Report of the Secretarial Audit inForm MR-3 for the financial year ended 31st march 2017 is Annexure- A to thereport. There are no qualifications reservations or adverse remarks made by SecretarialAuditor in his report.

17 PERFORMANCE EVALUATION OF THE BOARD

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

18 EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure-B.

19 PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES.

Particulars of contracts or arrangements made with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure-Cto the Board Report.

20 DEPOSITS

During the year the company has not accepted any deposits from public.

21 PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

The particulars of loans guarantees and investments if any covered under Section186 of the Companies Act 2013 and it have been disclosed in the financial statements.

22 CORPORATE SOCIAL RESPONSIBILITY

Provision under Section 135 of the Companies Act 2013 and the rules made there underare not applicable to the Company. Hence no disclosure on Corporate Social Responsibilitywas taken on record.

23 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has no activities relating to conservation of energy or TechnologyAbsorption.

24 FOREIGN EXCHANGE EARNING & OUTGO

The company has no dealing in foreign exchange. And has no earnings and outgo.

25 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal Control System commensurate with size scale andcomplexity of its operation. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

26 RISK MANAGEMENT POLICY

Adequate steps have been taken by the company for the development and implementation ofRisk Management Policy including identification of elements of risk in the opinion of theBoard that may threaten the existence of the company.

27 MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no Material Changes and Commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statement relate (i.e. March 31 2017) and the date of the Report i.e.12th August 2017

28 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise concerns or grievance regarding unethical practice. Further the mechanismadopted by the Company encourages the Whistle Blower to report genuine concerns orgrievances and provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and also provides for direct access to Chairman of the AuditCommittee in exceptional cases. The details of the Whistle Blower Policy are available onthe website of the Company (http://www.mishkaexim.com)

29 ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record the co-operation and supportgiven by the departments of governments financial institutions banks valuedshareholders clients and the employees at all levels of the company.

On Behalf of the Board
for Mishka Exim Limited
Sd/- Sd/-
Rajneesh Gupta Suman Gupta
(Managing Director) (Director)
DIN: 00132141 DIN: 00027797
Add: 41 Shanti Vihar Delhi-92 Add: 41 Shanti Vihar Delhi-92
Date: August 23rd 2017
Place: Delhi