MAHARASHTRA CORPORATION LIMITED
Your Directors have pleasure in presenting the 35th Annual Report of the Company on thebusiness and operations together with the audited results for the year ended 31st March2017.
1. FINANCIAL PERFORMANCE:
(Rs. In Lacs)
|Particulars ||Year Ended 31-03-2017 ||Year Ended 31-03-2016 |
|Revenue from Operations ||2082.75 ||1274.41 |
|Other Income ||1.98 ||4.33 |
|Finance Cost ||0.003 ||0.04 |
|Depreciation ||0.10 ||0.20 |
|Profit before Exceptional Items & Tax ||1.57 ||0.64 |
|Exceptional Items ||-- ||-- |
|Profit before Tax ||1.57 ||0.64 |
|Provision for Tax ||0.50 ||0.20 |
|Deferred Tax ||-- ||-- |
|Profit for the year ||1.07 ||0.44 |
|Appropriations: || || |
|Proposed Dividend ||-- ||-- |
|Interim Dividend ||-- ||-- |
|Dividend Distribution Tax ||-- ||-- |
|Balance c/f to Balance Sheet as at 31.03.2017 ||126.55 ||125.48 |
During the year under review the Company earning total revenue of Rs. 2082.75 Lacs incomparison to the total revenue of Rs. 1274.41 Lacs generated in previous year ended 31stMarch 2016. The profit after tax comes to Rs. 1.07 lakhs during the year as compared toRs. 0.44 Lakhs for the last year ended 31st March 2016. The reason behind the increase inprofit after tax is increase in revenue from operations.
Your Directors are trying hard to increase the revenue so that the profit margin can beincreased. Your Directors are optimistic about favourable market conditions in the comingyears which shall further result into good profits.
In order to plough back the profits for future operations the Board of Directors ofyour Company do not recommend any dividend for the year 2016-17.
4. SHARE CAPITAL:
The Issued Subscribed & Paid up Capital of the Company as on 31st March 2017stands at Rs. 135333330/- divided into 135333330 Equity Shares of Re. 1/- each. Duringthe year the Company has not issued shares with differential voting rights nor grantedany stocks options or sweat equity.
5. TRANSFER TO RESERVE:
The Board does not propose to make transfer to reserves for the year 2016-17 andinstead intends to retain the net profit of Rs. 107039/- in the Profit & Loss Accountfor the year ended 31st March 2017.
6. COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of Chartered Accountants of India.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Tilokchand Kothari (DIN:00413627) Director of the Companyretires by rotation at this Annual General Meeting of the Company and being eligibleoffers himself for reappointment.
ii) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of its various Committees. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report
iii) Meetings of the Board:
During the year ended 31st March 2017 Five(5) Board Meetings were held by the Companyon 30th May 2016 12th August 2016 12th November 2016 10th February 2017 and 17th March2017.Details of the meetings and the attendance record of the Directors are mentioned inthe Corporate Governance section which forms part of this Report.
iv) Committees of the Board:
At present there are three (3) Committees of Board i.e. Audit CommitteeStakeholders'
Relationship Committee & Nomination & Remuneration Committee. The Compositionand other details related to the Committees have been stated in the Corporate GovernanceReport which forms integral part of this report.
8. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
Your Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors confirming that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. Based on thedeclaration(s) of Independent Directors the Board of Directors recorded its opinion thatall Independent Directors are independent of the Management and have fulfilled theconditions as specified in the Companies Act 2013 rules made thereunder as well asapplicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an adequate budgetary control system and internal financialcontrols with reference to financial statements. No reportable material weaknesses wereobserved in the system during the previous fiscal. Further the Company has laid downinternal financial control policies and procedures which ensure accuracy and completenessof the accounting records and the same are adequate for safeguarding of its assets and forprevention and detection of frauds and errors commensurate with the size and nature ofoperations of the Company. The policies and procedures are also adequate for orderly andefficient conduct of business of the Company.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyconfirm 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;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
11. CHANGE IN THE NATURE OF BUSINESS:
Over the years the Company has been involved intrading of fabrics. In addition to thesame the Company had decided to start trading of cashew nuts. Though the operationscarried out in this field are at very initialstage and the Company is yet to achieve asubstantial growth in this direction.However to sum up your Directors would like toinform that there is no change in business but an expansion of business.
12. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 (herein after referred to as "the Act") forms an integralpart of this Report as
13. NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination &Remuneration Policy is annexed as "Annexure B"to this Report.
14. AUDIT COMMITTEE:
Your Company has an Audit Committee in compliance with the provisions of the CompaniesAct 2013as well as Part C of Schedule II of the Listing Regulations. The composition ofthe Audit Committee detail of terms of reference number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.
15. AUDITORS & THEIR REPORT:
a) Statutory Auditor:
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Lakhpat M. Trivedi & Co. CharteredAccountants Mumbai the Auditors of your Company shall hold office till the conclusion ofthe ensuing AGM and they shall not be eligible for re appointment due to expiry of themaximum permissible tenure as the Auditors of your Company. Your Board places on recordits deep appreciation for the valuable contributions of the Auditors during their longassociation and wishes them success in the future.
Based on the recommendation of the Audit Committee your Board at its meeting held onMay 30 2017 appointed M/s. Sorabh R Agrawal & Co. (Firm Registration No. 144123W) asthe Auditors of the Company in place of the retiring auditors M/s. Sudhir M. Desai &Co. Chartered Accountants to hold office from the conclusion of the ensuing 35th AGMuntil conclusion of the 40th AGM of your Company to be held in the year 2022 subject toapproval of the Members of the Company at the ensuing AGM and ratification by the Membersof the Company every year thereafter if required.
Your Company has received a certificate from M/s. Sorabh R Agrawal & Co. CharteredAccountants confirming their eligibility to be appointed as Auditors of the Company interms of the provisions of Section 141 of the Companies Act 2013 and Rules framedthereunder. The proposal for their appointment has been included in the Notice conveningthe 35th AGM for obtaining approval of the Members of the Company.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 the Board of Directors have appointed Mrs. Averil Pinto PractisingCompany Secretary as Secretarial Auditors to undertake secretarial audit of the Companyfor the financial year ended 31st March 2017. The Secretarial Audit Report is attachedherewith marked as "Annexure C" and forms an integral part of thisreport.
The Secretarial Auditor has made and mentioned the following observation in its report:
1) As required under section 203 of the Companies Act 2013 read with Rule 8 ofthe Companies (Appointment of and Remuneration of Managerial Personnel) Rules 2014 Mr.Sanjay Choubisa was appointed as CFO on 12.11.2016 and Pankaj Yadav was appointed asCompany Secretary on 12.11.2016
2) The Nomination and Remuneration Committee has not been properly constitutedin terms of Section 178 of the Companies Act 2013 read with Rule 6 of Companies (Meetingsof Board and its Powers) 2014 clause 49 of Listing Agreement and Regulation 18 of SEBI(Listing Obligations and Regulation) 2015.
In this respect your Directors would like to submit their response as follows:
? Even after making deliberate efforts the Company was unable to appoint ChiefFinancial Officer and Company Secretary during the start of the financial year. Howeverthe Company has appointed suitable candidates for the post of Chief Financial Officer andCompany Secretary w.e.f. 12th November 2016
? In accordance with provisions of Section 178 of the Companies Act 2013 one moreMember is required to be inducted in the Committee in the capacity of either Independentor non-executive Director. Since at present there is no such Director on the Board theCompany will appoint a competent person on the Board who shall be further inducted in theCommittee after which the constitution of the Committee will be in accordance with guidingprovisions.
16. RISK MANAGEMENT:
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The
Company has laid a comprehensive Risk Assessment and Minimization Procedure which isreviewed by the Audit committee and approved by the Board from time to time. Theseprocedures are reviewed to ensure that executive management controls risk through means ofa properly defined framework. The policy has been hosted on Company's websitewww.mahacorp.in.
17. PUBLIC DEPOSITS:
The Company has not accepted any deposit from the general public within the meaning ofsection 73 of the Companies Act 2013 and the rules made there under.
18. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:
During the year there were no related party transactions made in the Companytherefore Form AOC-2 is not applicable to the Company.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://mcl.visagar.com/attachments/policyrtp.pdf
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER
During the year ended 31st March 2017 the Company has not given any loans orguarantees covered under the provisions of Section 186 of the Companies Act 2013.
20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of theFinancial
Year of the Company and date of this report.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company; hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.
22. DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No.INE272E01027 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.
23. LISTING OF SHARES:
The shares of your Company are listed at BSE Limited. The applicable Annual Listingfees have been paid to the Stock Exchange for the financial year 2016-17.
24. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of the Companies Act 2013 read with the Companies (Meetingof Board and its Powers) Rules 2014 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed Company is required to have a VigilMechanism/ Whistle Blower Policy for the Directors and employees to report their concernsand grievances. The Company has a Whistle Blower Policy in place and the same is alsoavailable on the web-site at the web-linkhttp://mcl.visagar.com/attachments/VIGILMechanismMCL.pdf.TheAudit Committee of Directors are entrusted with the responsibility to oversee the Vigilmechanism.
26. CORPORATE GOVERNANCE:
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate
Governance along with a certificate from the Company's Auditors on its compliance formsan integral part of this report.
27. SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval given on 10th April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. The Company is in compliance with the same.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
29. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.
30. PARTICULARS OF EMPLOYEES
Particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not given as none of the employees qualifies forsuch disclosure.
31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Companies Act 2013 read withRule 8 (3)(A & B) of
Companies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company.
32. FOREIGN EXCHANGE OUTGO AND EARNINGS
During the year there were no foreign exchange transactions in the Company. Theparticulars regarding foreign exchange inflow and outflow are as follows:
|Particulars ||FY 2016-17 ||FY 2015-16 |
| ||(Rs.) ||(Rs.) |
|i) Foreign Exchange earnings ||Nil ||Nil |
|ii) Foreign Exchange outgo ||Nil ||7793856.43 |
33. SEXUAL HARRASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rule made thereunder. During the year underreview there were no cases filed or reported pursuant to the provisions of the said Act.
Your Directors take the opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from their Bankers Customers etc. YourDirectors also thank all the shareholders for their continued support and all theemployees of the Company for their valuable services during the year.
By Order of the Board of Directors For Maharashtra Corporation Limited
| ||Tilokchand Kothari |
|Place: Mumbai ||Chairman & Director |
|Date: 30th May 2017 ||(DIN: 00413627) |