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Miven Machine Tools Ltd.

BSE: 522036 Sector: Engineering
NSE: N.A. ISIN Code: INE338P01014
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OPEN 10.40
PREVIOUS CLOSE 10.94
VOLUME 400
52-Week high 11.90
52-Week low 9.20
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.40
Sell Qty 100.00
OPEN 10.40
CLOSE 10.94
VOLUME 400
52-Week high 11.90
52-Week low 9.20
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.40
Sell Qty 100.00

Miven Machine Tools Ltd. (MIVENMACHTOOL) - Director Report

Company director report

TO THE MEMBERS

MIVEN MACHINE TOOLS LIMITED

The Directors present the Thirty First Annual Report and the Audited FinancialStatements of Miven Machine Tools Limited ("Company") for the Financial Year("FY") ended March 31 2016.

FINANCIAL RESULTS :

(Rs. in lakh)
Year ended 31-03-2016 Year ended 31-03-2015
Gross Income 417.42 721.84
Less : Excise Duty 31.28 73.83
Net income 386.14 648.01
Profit (Loss) Before Interest & (84.42) (102.98)
Depreciation
Interest 153.06 123.47
Depreciation 17.24 20.64
Net Profit / (Loss) (254.72) (247.09)
Depreciation as per Companies Act 2013 previous year excess depreciation charges adjusted Nil 6.77
Loss brought forward (1268.52) (1014.66)
Deficit carried to Balance Sheet (1523.24) (1268.52)

2. OPERATIONS AND STATUS OF COMPANY'S AFFAIRS

During the year under review your company achieved a turnover of Rs. 386.14 lakhsexcluding excise duty as against previous year's turnover of Rs. 648.01 lakhs excludingexcise duty. Company incurred a loss after tax of Rs 254.72 lakhs as against loss ofRs.247.09 lakhs during the previous financial year. Your company manufactured anddispatched 4 machines during the year under report as against 9 machines during theprevious financial year.

The machine tools industry has been passing through a prolonged period of recession andas a result the Company has been incurring losses year after year. The net worth of theCompany is negative. The Company is heavily debt ridden and is in need of infusion ofworking capital on urgent basis for carrying out its day to day activities. Moreover inview of the current operational performance and financial conditions servicing the debthas been extremely difficult.

3. DELISTING AND OFFER FOR SALE

A) Listing of Shares on Stock Exchanges:

The Equity Shares of the Company were initially listed on BSE Limited Bangalore StockExchange Limited and Delhi Stock Exchange Limited. SEBI vide its Exit Order NoWTM/RKA/MRD/163/2014 dated December 26 2014 has allowed the exit of Bangalore StockExchange Limited and vide its Order No WTM/PS/45/MRD/DSA/NOV/2014 dated November 19 2014derecognised the Delhi Stock Exchange Limited. Hence during the financial year 2015-16the Equity shares of the Company are now listed only on BSE Ltd.

B) Extension of time by SEBI to comply with Minimum Public Shareholding norms :

After noting that the Company had initiated the process of delisting SEBI by its orderdated July 11 2014 and March 4 2015 modified its direction issued in Para 17 (b) of theinterim order dated March 4 2013 to the extent that it shall not hinder the voluntarydelisting process initiated by the company/promoters in the matter of compliance with theMinimum Public Shareholding norms and extended the last date upto July 3 2015.Subsequently upon request of the Company SEBI extended the last date to October 2 2015.

C) Letter from Promoters to delist the shares from BSE Limited:

Company received a letter dated April 6 2015 from N A Sirur (Hubli) Private Limitedpromoters of the Company who held 2588150 equity shares of Rs 10 each constituting86.17 % of the paid up share capital of the company expressing their intention tovoluntarily delist the shares of the Company from BSE Ltd in order to comply with theorders passed by SEBI Order dated March 04 2015. The said promoters had further informedthat they were desirous of providing exit opportunity by way of purchasing the shares fromthe public shareholders of the company in accordance with the provisions of the SEBI(Delisting of Equity Shares) Regulations 2009 read with the SEBI (Delisting of EquityShares) Amendment Regulations 2015.

D) Approval for delisting by the Shareholders and Public Shareholders:

The shareholders of the Company approved the voluntary delisting of the shares of thecompany from BSE Ltd in terms of the provisions of the SEBI (Delisting of Equity Shares)Regulations 2009 by way of special resolution through postal ballot which closed on May23 2015 in order to comply with the directions issued vide SEBI vide its orders datedJuly 11 2014 and March 4 2015.

E) Launching of Delisting programme:

BSE Ltd has granted in principle approval for the voluntary delisting of the shares ofthe Company vide its letter dated June 23 2015.Promoters fixed the exit price to be paidto the public shareholders at Rs 10 per share as against the recommendation of themerchant bankers at Rs. 4.39 per share. Company sent out letter of consent -cum-acceptance letter dated June 24 2015 to the public shareholders seeking their positiveconsent for the voluntary delisting of shares from BSE and also to tender the shares atthe exit price or remain as a shareholder even after the delisting of the shares inaccordance with Regulation 27(3)(d) of the SEBI (Delisting of Equity Shares) Regulations2009 as amended on March 24 2015 . The exit offer opened on July 1 2015 and closed onJuly 30 2015.

F) Discontinuation of voluntary delisting of shares:

Since the response to the exit offer from the public shareholders was not adequate N ASirur (Hubli) Private Limited the promoters of the Company discontinued the delistingexercise and competed consequential action like returning the share certificates transferforms and the shares received in demat form on August 25 2015 under intimation to BSE.

G) Offer for Sale through BSE OFS platform

The promoters of the company launched the Offer for Sale through the secondary marketmechanism of BSE Limited and sold the excess holding of 336050 equity shares of Rs 10each constituting 11.19 % of the shareholding on September 29 2015 and fixed the floorprice of Rs 5/-.

The offer for sale was oversubscribed by 2 times on overall basis and the BSE completedthe allocation of shares to the successful bidders and also transferred the shares to therespective demat accounts of the allottees on October 1 2015.

H) Increase of public shareholding level 13.81 % to 25 % and compliance with MinimumPublic Shareholding requirements:

As a result the Company and the promoters have increased the level of the publicshareholding from 13.81 % to 25 % and thus complied with the Minimum Public Shareholdingnorms in accordance with Rule 19(2)(b) and 19 A of the Securities Contract (Regulation)Rules 1957 and clause 40 A of the listing agreement.

I) Admission of Shares for dematerialisation with CDSL:

The Equity Shares of the Company were admitted for dematerialisation with the CentralDepository Services (India) Limited and the ISIN was made active on September 18 2015.

4. SUBSTANTIAL IMPROVEMENTS IN REGULATORY COMPLIANCE :

Highlights of the improvements and achievements on the front of regulatory complianceduring the year are as under:

Action taken Applicable laws/ regulations
1. Company tried for delisting of shares however in spite of best efforts but could not get the required level of response from the public shareholders. Undeterred by this Company resorted to and successfully completed the Offer for Sale ("OFS") through the secondary market mechanism of BSE whereby the promoters of the company offloaded the excess quantity of 11.19 % of the shares to the public shareholders within the last date stipulated by SEBI i.e. October 2 2015. The OFS was oversubscribed by 2 times. With this the holding of the promoters was brought down to 75 % and the level of the public shareholding was increased to 25 %. Complied with Minimum Public Shareholding requirement as per Rule 19(2) and 19 A of the Securities Contracts (Regulation) Rules 1957 read with Regulation 38 of S E B I ( L i s t i n g Obligations and D i s c l o s u r e Requirements) Regulations 2015 ("LODR")
2. The equity shares of the company have been admitted for dematerialisation in both the depositories i.e. CDSL and NSDL. SEBI Circular No SMDRP/Policy/ Cir-23/2000 dated May 29 2000
3. The entire shareholding of the promoters is held in demat form Regulation 31(2) of LODR
4. More than 50 % of the shares held by the public shareholders is in demat form. SEBI Circular No SEBI/CIR/ISD/1/ 2010 dated September 2 2010

5. LIFTING OF RESTRICTIONS ON COMPANY PROMOTERS AND DIRECTROS BY SEBI :

Upon successful completion of the Offer for Sale by the promoters of the Company onOctober 1 2015 the level of public share holding had gone up from 13.81 % to 25 % andthus the Company became compliant with the Minimum Public Shareholding norms as stipulatedunder Rule 19(2)(b) 19 A of the Securities Contract (Regulation) Rules 1957 read withClause 40 A of the erstwhile listing agreement. Company had apprised the Securities andExchange Board of India ("SEBI") and had requested SEBI to lift the restrictionsimposed in its order dated June 4 2013 on the promoters and Directors of the Company.SEBI processed the application and provided an opportunity for a personal hearing onJanuary 20 2016. Representatives engaged by the company appeared before SEBI andhighlighted the compliance status. On April 6 2016 SEBI passed favourable ordersacknowledging the compliance status of Minimum Public Shareholding norms and revoked therestrictions imposed on the Company promoters and Directors vide its earlier order datedJune 4 2013. However since there was a delay in compliance with the minimum publicshareholding norms SEBI is going to start adjudication proceedings.

6. DIVIDEND

In view of the losses incurred by the Company in FY 2015-16 and in the absence ofdistributable profits the Board of Directors do not recommend any dividend for the year.

7. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:

In view of the losses suffered by the Company during the FY 2015-16 the question ofcarrying any amount to reserve does not arise.

8. SALE OF LAND NOT EXCEEDING 6.5 ACRES

The Board of Directors of the Company carried out a comprehensive review of thebusiness operations and was of the view that the Company (i) is badly in need of workingcapital (ii) has to improve its operational efficiency and (iii) reduce its high interestcost due to high debt burden. These factors have been adversely affecting the performanceof the Company. After evaluating the feasibility of various options and with a view tofocus and improve the efficiency and reduce the overall debt burden the Board has decidedto sell assign transfer and convey the land to the extent not exceeding 6.5 Acres whichis not required for future operations of the Company and which is situated within thepremises of the factory. Shareholders of the company have approved the said sale of landby means of a special resolution pursuant to the provisions of Section 180 (1)(a) of theCompanies Act 2013 on March 28 2016. Shamrao Vittal Cooperative Bank Limited in whosefavour the assets of the Company including the entire land has been offered as securitytowards the loan availed has issued its no objection certificate ("NOC") videits letter dated April 22 2016 for the sale of 6.5 acres of land as mentioned above. TheBoard of Directors will accordingly initiate further steps for operationalising theapproval granted by the shareholders of the Company and dispose of the 6.5 Acres of landand utilize the proceeds for reducing the debt burden and also meeting the working capitalrequirements and also the day to day expenses.

9. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy for the Companyincluding identification therein of elements of risk which in the opinion of the Boardmay threaten the existence of the Company. Company has been making constant efforts tocontinue its status as a going concern.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control system is commensurate with the activities and functionsof the Company.

11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors of the company have laid down internal financial controls in terms of thepolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. Such internalfinancial controls are adequate with the size and operations of the Company and wereoperating efficiently.

12. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for Sexual Harassment at Workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace("Policy"). The Company has not received any complaints under the Prevention ofSexual Harassment Act for the FY 2015-16. No complaints were received during the financialyear 2015-16.

13. VIGIL MECHANISM

The Company has established a Vigil Mechanism ("Mechanism") by way of aWhistle Blower Policy for reporting of genuine concerns and/or grievances. The saidMechanism provides adequate safeguards against victimization of persons who use themechanism and also provides direct access to the Chairman of the Audit Committee inappropriate or exceptional cases.

14. DEPOSITS

The Company has not accepted any deposits from the public at the beginning of the yearnor has it accepted any public deposits during the year under review.

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the year under review the Company has not given any loans or guarantees orprovided security in connection with any loan or acquired securities of any other bodycorporate in terms of Section 186 of the Companies Act 2013 ("Act").

16. POLICIES UNDER THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015:

The Company has formulated the following policies pursuant to the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("LODR")during the year:

Regulation No. of the LODR Particulars
1 9(1) Policy for document preservation
2 16(1) Policy for determining material subsidiaries
3 30(4) Policy for determining materiality of disclosure
4 30(5) Authorisation to KMPs for determination of materiality and for making disclosure to Stock Exchanges
5 30(8) Archival policy on the disclosures on the website

17. DIRECTORS

The office of director held Mr A R Menon Executive Director was vacated on account ofthe provisions of Section 167(1)(b) of Companies Act 2013 on December 22 2015. Inaccordance with the provisions of the Companies Act 2013 and the Articles of Associationof the Company Mr. Shyam M. Sirur (00134226) is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

18. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2015-16 Company held 6 meetings of the Board of Directors.

19. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OFCOMPANIES ACT 2013

As required under the provisions of Section 149(6) of the Companies Act 2013 Companyhas received declarations from the independent Directors viz. Mr Sanjay Baljekar and MrJitendra B Divgi stating that they meet the criteria of independence. In the opinion ofthe Board Mr Sanjay Baljekar and Mr Jitendra B Divgi fulfilled the conditions specifiedin the Act and rules for appointment as Independent Directors and they are independent ofmanagement of the Company.

20. EVALUATION OF THE BOARD ITS COMMITTEES

AND INDIVIDUAL DIRECTORS

The Board has carried out an evaluation of the performance of individual directorsCommittees constituted by the Board and the Board as a whole during the financial yearunder report through a process of personal discussions followed by a review to determineand enhance the effectiveness of the individual Directors Committees and the Board.

21. POLICY ON APPOINTMENT OF DIRECTORS AND

REMUNERATION POLICY OF THE COMPANY

The Nomination and Remuneration Committee ("NRC") recommends thereconstitution of the Board as and when required. It also recommends to the Board theappointment of Directors having good personal and professional reputation and conductsreference checks and due diligence of all Directors before recommending them to the Board.

In accordance with the provisions of Section 178 of the Act the Board of Directorshave adopted a Policy on Board Diversity and Director Attributes and the RemunerationPolicy. The Policy on Board Diversity and Director Attributes has been framed to encouragediversity of thought experience knowledge perspective age and gender in the Board.

22. KEY MANAGERIAL PERSONNEL

The following persons were appointed as Key Managerial Personnel of the Company:

1) Mr. A R Menon as Executive Director

2) Mr Vikram R Sirur Executive Chairman

3) Mr. V N Hasalkar as Company Secretary; and

4) Mr. S G Gadagkar as the Chief Financial Officer .

Mr. A R Menon vacated his office as Director pursuant to the provisions of Section167(1)(b) of the Companies Act 2013 on December 22 2015.

Mr. V N Hasalkar tendered his resignation for the post of Company Secretary on October31 2015 so as to take effect from November 24 2015. Company has initiated efforts tofill up the resulting vacancy of Company Secretary.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems of the Company workperformed by the internal statutory and secretarial auditors and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2015-16.

Accordingly pursuant to the provisions of Section 134(3) and 134(5) of the Act theBoard of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the company andthat such internal financial controls were adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

24. DECLARATION BY THE EXECUTIVE CHAIRMAN

Company has received a declaration from Mr Vikram R Sirur the Executive Chairman inthe absence of Chief Executive Officer stating that the members of the Board of Directorsand senior management personnel have affirmed compliance with the code of conduct of boardof directors and senior management.

25. EXEMPTIONS TO SMALL COMPANIES FROM

CORPORATE GOVERNANCE

Since the paid up capital of the company is less than Rs 10 crore and the networth isless than Rs 25 crore the Company is exempted from the provisions of Clause 49 of theerstwhile Listing Agreement upto November 30 2015 and from the provisions of corporategovernance as specified in Regulations 17 to 28 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which came into force from December 1 2015. Inview of the same details relating to compliance with the provisions of CorporateGovernance have not been furnished in this Report.

26. Board and its Committees

a. Board

Six Board Meetings were held during FY 2015-16.

b. Audit Committee

The Audit Committee of Directors comprising Mr. Sanjay Baljekar Mr Jitendra B Divgiand Mr Shyam Sirur have reviewed the financial statements of the Company for the financialyear 2015-16 and the report of the auditors thereon before they were submitted to theBoard for approval.. The composition of the Committee is in line with the provisions ofSection 177 of the Act.

c. Nomination and Remuneration Committee ("NRC")

The NRC comprises Mr. Mr. Sanjay Baljekar Mr Jitendra B Divgi and Mr Shyam Sirur. Thecomposition of the Committee is in line with the provisions of Section 178 of the Act.

d. Corporate Social Responsibility Committee

As regards the applicable provisions of the Act and the Rules framed there under theCompany is not required to constitute a Corporate Social Responsibility Committee.

Sitting fees were paid to Director/Member for attending any Board/ Committee Meetingheld during the year under review. No commission was paid to any Director for FY 2015-16.

27. STATUTORY AUDITORS

M/s B K Ramadhyani & Co. LLP Chartered Accountants who are the Statutory Auditorsof the Company hold office till the conclusion of the forthcoming AGM and are eligiblefor re-appointment. The Company has received a letter from the said auditors to the effectthat their appointment if made would be in accordance with Section 139 of the Act andthat they are not disqualified for such appointment within the meaning of Section 141 ofthe Act. As per the provisions of the Act read with the Companies (Audit and Auditors)Rules 2014 it is proposed to re-appoint. M/s B K Ramadhyani & Co. LLP CharteredAccountants as the Statutory Auditors of the Company to hold office from the conclusion ofthe forthcoming AGM till the conclusion of the next AGM of the Company.

28. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

29. EXPLANATION ON STATUTORY AUDITORS' REPORT

Following is the response on the qualifications reservations or adverse remarks ordisclaimers made by M/s B K Ramadhyani & Co. LLP Chartered Accountants in theirReport dated May 28 2016 on the Financial Statements of the Company for FY 2015-16.

i) Qualified opinion:

Attention of the members are invited to note 21(iii) of the financial statementswherein the Auditors have relied on the representation of the Company that the amount duefrom a customer of Rs.1457586/- is good of recovery. Pending completion of legalproceedings and in view of uncertainties involved we are unable to form any opinion onthe matter and consequential effects on the financial statements are not ascertainable.

Explanation:

The Company has considered an amount of Rs.1457586 due from a customer as good ofrecovery in respect of which the customer has made a counter claim of Rs 7348629.However the said counter claim has been dismissed by Additional District JudgeVijaywada. The customer has moved to High Court of Telangana and Andhra Pradesh. TheCompany has been advised by its legal counsel that the counter claim of the party is notsustainable in law. The Company is in discussion with legal counsel for initiating actionfor recovering all the dues The Company is confident of recovering the dues and that theclaim of the customer will not stand.

ii) Matters of Emphasis:

Without qualifying their opinion the auditors have invited the attention of themembers to note 32 of the financial statements regarding reasons for preparing financialstatements of the Company on going concern basis even though its net worth has beencompletely eroded. The appropriateness of the said basis is inter alia dependent on theCompany's ability to augment its working capital execute sale orders and the support ofthe Company's bankers and holding company. We have also relied on the representation ofthe Company in this respect.

Explanation:

Considering the business plans made by the Company orders on hand reorganisation ofproduct mix and with continued support from the Bankers and the Holding Company theCompany expects to recover from the losses. Considering all the facts including renewalof bank working capital limits and the company's decision to sell surplus land dulyapproved by the shareholders to augment the working capital requirements and reduce debtsthe assumption of 'Going Concern' is not vitiated even though the net worth is eroded.

30. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of

Directors has appointed Mr. Umesh P Maskeri Practicing Company Secretary to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report dated May 28 2016 inForm MR-3 received from the said Secretarial auditors is annexed to this report:Explanation to the qualifications reservations and adverse remarks or disclaimers made byMr. Umesh P Maskeri Practicing Company Secretary in his Report dated May 28 2016 isfurnished below:

i) Appointment of Company Secretary:

Company has been passing through difficult financial conditions as the company has beenincurring losses year after year. However the Company has initiated necessary steps toappoint Company Secretary. Company had published the advertisement in the newspaperinviting applications from qualified persons and there was no response from any candidate.Company is continuing its efforts in this regard.

ii) Outstanding Statutory payments:

Company was not able to remit the aforesaid payments owing to financial constraints andliquidity crunch. However Company has initiated steps to arrange for the necessary fundsand hence confident that it will be in a position to clear the statutory commitments andliabilities during the course of the ensuing financial year 2016-17.

31. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments affecting the financial position of the companyhave occurred between March 31 2016 to which the financial statements relate and August12 2016 being the date of this report.

32. RELATED PARTY TRANSACTIONS

During the year the Company has not entered into any transactions with Related Partieswhich are not in its ordinary course of business or not on an arm's length basis and whichrequire disclosure in this Report in terms of the provisions of Section 188(1) of the Act.Details of material contracts or arrangements or transactions with Related Parties on anarm's length basis with respect to transactions covered under Section 188(1) of the Actare attached to this report in the prescribed Form No. AOC-2. Further details of RelatedParty Transactions as required to be disclosed by Accounting Standard - 18 on"Related Party Disclosures" specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014 are furnished in the Notes to theFinancial Statements.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year under review no significant or material orders were passed by theregulators courts or tribunal impacting the going concern status and company's operationsin future.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 134(3)(a)

The auditors of the company have not reported any fraud under sub- section (12) ofSection 143 of the Companies Act 2013 whether reportable to the Central Government orotherwise and hence no details are furnished in this regard.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO

Information required Rules 8 (3)(A) and (B) of the Companies (Accounts) Rules 2014concerning conservation of energy technology absorption and foreign exchange outgo havebeen furnished in Annexure to this report.

36. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year.

37. DETAILS PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The information stipulated under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is furnished below:

i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16: Not applicable as the company hasbeen incurring losses.

ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary - if any in the financial year 2015-16: Therewas no increase in remuneration of each Director CFO CS & CEO in the financial2015-16 year.

iii) The percentage increase in the median remuneration of employees in the financialyear 2015-16: There was no increase in remuneration of employees during the year.

iv) The number of permanent employees on the roles of the Company: 20

v) The explanation on the relationship between average increase in remuneration andCompany performance: There was no increase in remuneration and since the company is underloss explanation is not necessary.

vi) Comparison of the remuneration of the key managerial personnel against theperformance of the company: Since the Company is making loss no comparison is possible.

vii) The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable.

viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: Not Applicable

ix) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the past financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: There wasno increase in the salaries of employees other than managerial personnel and alsomanagerial personnel hence no comparison is possible.

x) During the year under review there was no employee who was in receipt of aremuneration of Rs.500000/-per month or Rs.6000000/- per annum and hence theparticulars of the employees as required in terms of Sub Rule 2 of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 does not attract.

xi) Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies.

Until the last financial year 2014-15 there was no trading in the shares of thecompany on the BSE Limited after April 05 2002. During the year transactions have beeneffected in the shares of the company on the BSE limited and the last traded price onMarch 31 2016 was Rs 6.96 . The market capitalization of the company as on March 31 2016was Rs 209.04 lakhs. Since the company has been incurring losses the computation of priceearnings ratio is not applicable.

38. EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return in the prescribed Form MGT-9 is attached as Annexure Aand forms part of this Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under Para (B) of Schedule V readwith Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached in Annexure B and forms part of this Report.

40. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The company does not have any shares in the demat suspense account or unclaimedsuspense account and hence the question of making any disclosure in this regard does notarise.

41. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the continuing support of thestakeholders of the Company. The Board also records its appreciation of the servicesrendered by the management of the Company.

On behalf of the Board of Directors
For Miven Machine Tools Limited
Vikram R Sirur
Director
DIN 0312980
Hubli
August 12 2016
Registered Office :
Tarihal Industrial AreaTarihal Hubli