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Mahaan Foods Ltd.

BSE: 519612 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE734D01010
BSE 00:00 | 12 May 17.70 0.25
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NSE 05:30 | 01 Jan Mahaan Foods Ltd
OPEN 17.00
PREVIOUS CLOSE 17.45
VOLUME 275
52-Week high 23.30
52-Week low 14.50
P/E 18.83
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.00
CLOSE 17.45
VOLUME 275
52-Week high 23.30
52-Week low 14.50
P/E 18.83
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahaan Foods Ltd. (MAHAANFOODS) - Director Report

Company director report

REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED MARCH 31 2020.

Dear Members

Your Directors are pleased to present the Company's 33rd Annual Report andthe Company's audited financial statements for the financial year ended March 31 2020.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

Particulars STANDALONE
2019-20 2018-19
lacs lacs
Revenue & Other Income 588.10 135.01
Profit Before Interest and Depreciation & Taxes 174.86 52.37
Profit /(Loss) before exceptional item & Taxes 169.65 42.47
Exceptional Item 0 286.24
Profit/(Loss) before Tax 169.65 328.73
Taxation 64.10 9.27
Other Comprehensive Income 0 0
Profit/(Loss) after taxes 105.55 319.45

The Company achieved gross turnover including other income of Rs. 588.10 Lakh and postnet profit of Rs. 105.55 lakh for the financial year ended on 31st March 2020 as againstgross turnover including other income of Rs. 135.01 Lakh and net profit of Rs. 319.45 Lakhin the previous financial year.

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company registered higher turnover during the year 2019-20 as compared to theprevious year. However the beginning of 2020 witnessed the global spread of COVID-19 i.e.Coronavirus. Global threat from Covid-19 is continuing to grow at a rapidly acceleratingrate. The Governments in many countries announced lockdowns and asked people to stayindoors. Around the world these coronavirus lockdowns have driven professional and sociallife out of the physical world and into the virtual realm. The economic fallouts of thisare still difficult to assess as the situation is still evolving. Your Company isexploring available business opportunities which are in best interests of the Company inthe given circumstances.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March2020.

4. DEPOSITS FROM PUBLIC

During the year your Company has not accepted any deposits within the meaning ofSections 73 and 74 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.The Company has not accepted deposits failing with in the ambit ofSection 73 and Section 74 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014.

5. TRANSFER TO RESERVES

During the year the Company has transferred Rs. 10555188 to reserves.

6. CHANGES IN SHARE CAPITAL

There has been no change in the Authorized and Paid up share capital of the Companyduring the year. Your Company has neither issued any equity shares with differentialrights nor granted any employees stock options/ sweat equity shares to the DirectorsOfficers or employees of the Company during the year.

7. CHANGE IN NATURE OF BUSINESS

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

8. EXTRACT OF ANNUAL RETURN

The Extracts of the annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and

Rule 12 of the Companies (Management and Administration) Rules 2014 is attached as"Annexure- A" and has been placed on the website of the Company and can beaccessed at the link https://mahaanfoods.com/mgt-9

Extract of Annual Return (MGT-9) of the Company is annexed herewith marked as"Annexure A" to this Report.

9. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

The Company has not made any investment covered under Section 186 of the Companies Act2013 and also not extended any loan guarantee or provided any security during thefinancial year ended March 31 2020.

10 SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any material subsidiary whose net worth exceeds 20% of theNet worth of the Company in the immediately preceding accounting year or has generated 20%of the consolidated income of the Company during the previous financial Year. Accordinglya policy on material subsidiaries has not been formulated.

11 MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.

12 MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

In March 2020 the WHO declared the COVID 19 outbreak as a pandemic which continues tospread across the country. On 25/03/2020 the Government of India has declared thispandemic a health emergency ordered temporarily close of all non-essential businessesimposed restrictions on movement of goods/material travel etc. The Company has sinceafter receiving applicable permissions could partially commenced operations scaling up thesame gradually. There are no other material changes or commitments occurring after 31stMarch 2020 which may affect the financial position of the company or may requiredisclosure.

13 FORMAL EVALUATION OF BOARD COMMITTEES & DIRECTORS' PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has through mutual discussionscarried out an annual evaluation of its own performance the directors individually aswell as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee ("NRC") evaluated the performanceof the individual 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.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasreviewed taking into account the views of executive directors and non-executive directorsof the company.

14. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

15 DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 Read with the Listing Regulations.

Mr. Sanjeev Goyal Chairman cum Managing Director Mr. Jitender Bisht Chief FinancialOfficer and Ms. Ayushi Vijay Company Secretary are the Key Managerial Personnel of yourCompany as on March 31 2020 under the provisions of Section 2(51) and Section 203 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of

Association Mrs. Saloni Goyal Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Boardrecommends her re-appointment for consideration of the shareholders of the Company at theensuing Annual General Meeting.

During the year Mr. Shubham Jain relinquished the position of Company Secretary cumCompliance Officer w.e.f 6th August 2019 and Ms. Ayushi Vijay was appointed as theCompany Secretary cum Compliance Officer of the Company w.e.f 18th September 2019.

Further the Company has received declarations from all the Independent Directorsstating that they meet the criteria of independence as given under Section 149 (6) of theCompanies Act 2013 and the relevant provisions of the Listing Regulations.

16. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company was not required to constitute Internal Complaints Committee. Your companydid not come across any complaint by any employee during the year under review relating tothe sexual harassment. Further during the year under review there was no case filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

17 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions done by the Company during the financial year were atarm's length and in ordinary course of business. All related party transactions wereplaced in the meetings of Audit Committee and the Board of Directors for their necessaryreview and approval. During the financial year your Company has not entered into anymaterial transaction as mentioned in the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with any of its related partieswhich may have potential conflict with the interest of the Company at large. The detailsof the related party transactions have been made in note no. 31 to the FinancialStatements.

The policy on Related Party Transactions as approved by Board of Directors is uploadedon the Company's website http;//www.mahaanfoods.com

18 AUDITORS'

A.STATUTORY AUDITORS'

M/s DMARKS & Associates Chartered Accountants the statutory auditors of theCompany are holding office till the conclusion of the ensuing 33rd AnnualGeneral Meeting as they have completed their term as per the applicable provisions of theCompanies Act 2013.There is no audit qualification reservation or adverse remark intheir

Auditors' Report on the financial statements of the Company for the year under review.

M/s R C Sharma & Associates Chartered Accountants (Firm Registration No. 021847N)be and are hereby recommended to be appointed as Statutory Auditors of the Company for aterm of Five (05) consecutive Financial years commencing from the conclusion of thisAnnual General Meeting till the conclusion of the 38th Annual General Meeting onrecommendation of the Audit Committee subject to the approval of shareholders of theCompany.

B.SECRETARIAL AUDITORS'

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s Shakshi &Associates Company Secretaries (C.P.No. 12649) had been appointed as Secretarial Auditorsto undertake the Secretarial Audit of the Company for the Financial Year 2019-20. TheSecretarial Audit Report for the year ended on 31st March 2020 is annexed herewith as"ANNEXURE-B". There is no audit qualification reservation or adverse remark inthe Secretarial Auditors' Report of the Company for the year under review.

C.INTERNAL AUDITORS'

M/s Naresh Kumar & Co. Chartered Accountants (FRN 005987N) New Delhi are theInternal Auditors of the company.

D.COST AUDITORS'

In terms of provision of Section 148(1) of the Companies Act 2013 read with rule 4 ofthe Companies (Cost Records and Audit) Rules 2014 the Company was not required tomaintain cost records for the financial year 2019-20.

19 INTERNAL FINANCIAL CONTROLS

Your Company has a proper and adequate system of internal financial controls. Thisensures that all assets are safeguarded and protected against loss from unauthorized useor disposition and the transactions are authorized recorded and reported correctly. Theinternal financial control system has been designed to ensure that the financial and otherrecords are reliable for preparing financial and other statements and for maintainingaccountability of assets.

The Audit Committee periodically reviews the performance of internal audit function anddiscusses internal audit reports with the Internal Auditor.

20 RISK MANAGEMENT POLICY

The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis. The policy is available on theCompany website at http://www.mahaanfoods.com.

21 CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 related to Corporate SocialResponsibility are not applicable on the Company.

22 NUMBER OF BOARD MEETINGS & ATTENDACE OF DIRECTORS

During the Financial Year 2019-20 5 (Five) Board Meetings were held and the gapbetween two meetings did not exceed 120 days. The Board Meetings were held on 29th May2019 6th August 2019 18th September 2019 12th November 2019 10th February 2020respectively.

The details of composition of the Board the attendance record of the Directors at theBoard Meetings held during the financial year ended on 31.03.2020 at the last AnnualGeneral Meeting (AGM) along with the details of their other Directorships. CommitteeMemberships and Chairmanships are given below:

Name of the Director

No. of Board Meetings of the Company F.Y. 2019-2020

As on 31-03-2020
Category (i.e. Promoter Executive Non- Executive Independent) Held during the year Attende d during the year Attendance at the Last AGM No. of Directorship in other Public Co. Committee membership in other Companies No. of Membership/Chai rman in Committees in which they are members
Mr. Sanjeev Goyal

Promoter & Chairman cum Managing Director

05 05

YES

01

NIL

03
Mrs. Saloni Goyal

Promoter & Director

05 05

YES

NIL

NIL

01
Mrs. Manisha Goyal

Independent Director

05 01

YES

01

NIL

03
Mrs. Rupali Chawla

Independent Director

05 04

NO

01

NIL

02

Number of Equity Shares held by Directors as on 31st March 2020 are as under: -

Name of Director Designation Nos. of Equity Shares held
Mr. Sanjeev Goyal Chairman & Managing Director 860759
Mrs. Saloni Goyal Director 516715
Mrs. Manisha Goyal Independent Director -
Mrs. Rupali Chawla Independent Director -

None of the directors on the board is a member of more than 10 committees orchairman/chairperson of more than 5 committees as specified in Regulation 26 of ListingRegulations across all the companies in which he/she is a director. The directors havemade necessary disclosures regarding committees positions held in other public limitedcompanies.

23 COMMITTEES OF THE BOARD

The Board of Directors has the following Committees: Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee. The Composition of variouscommittees and compliances as per the applicable provisions of the Companies Act 2013and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 are as follows:

A. AUDIT COMMITTEE

The Audit Committee formed in pursuance to Section 177 of the Companies Act 2013 andin accordance with Regulation 18 of the Listing Regulations is instrumental in reviewingthe procedures of financial reporting besides reviewing the quarterly half yearly annualfinancial results of the Company internal control systems auditing and accountingmatters including recommending for appointment of independent auditors and compliance withlegal and statutory requirements and integrity of the Company's financial statements. Thecomposition of the Audit Committee of the board as on 31st March 2020 comprisesMrs. Manisha Goyal as its Chairperson Mr. Sanjeev Goyal and Mrs. Rupali Chawla as itsMembers.

The Committee met four (4) times during the Financial Year 2019-2020 on the followingdates: 29th May 2019 06th August 2019 12th November2019 and 10th February 2020. Necessary Quorum was present at all the meetings.Details of attendance of Directors in the Audit Committee meeting are as under:

Name of the Director

No. of meetings

Category Held during the Year Attended
Mrs. Manisha Goyal Independent Director / Chairman 4 4
Mr. Sanjeev Goyal Managing Director 4 4
Mrs. Rupali Chawla Independent Director 4 4

B.NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee (NRC) is constituted pursuant to Section 178of the Companies Act 2013 and Regulation 19 of Listing Regulations. In accordance withthe Remuneration policy of the company the Nomination and Remuneration Committeerecommend the appointment/re-appointment of Directors including Independent Directors andsenior management & employees of the Company based on their qualificationsprofessional experience positive attributes viewpoints skills and area of expertise.

The Committee met two (2) times during the Financial Year 2019-2020 on 6thAugust 2019 and 18th September 2019 respectively. The necessary quorum waspresent at all meetings. Details of attendance of Directors in the Remuneration Committeemeeting are as under:

Name of the Director

No. of Meetings

Category Held during the Year Attended
Mrs. Manisha Goyal Independent Director/ Chairman 2 2
Mr. Sanjeev Goyal Managing Director 2 2
Mrs. Rupali Chawla Independent Director 2 2

C.SHAREHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted under compliance of provision ofSection 178 of the Companies

Act 2013. The Broad terms of reference and power of Stakeholders' RelationshipCommittee are in line with the provisions contained under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013.

The role of Stakeholders Relationship Committee inter-alia is to resolve thegrievances of the security holders of the Company including complaints related to transferand transmission of shares dematerialization / rematerialisation of shares transpositionof names consolidation of shares issue of duplicate share certificates non-receipt ofannual report and non-receipt of declared dividends if any etc.

The Stakeholders Relationship Committee of the Board as at 31st March 2020consisted of three members. Mrs. Manisha Goyal Independent Director of the Company is theChairman of the Committee and Mr. Sanjeev Goyal Managing Director and Mrs. Saloni GoyalDirector are the members of the Committee.

During the financial year Five (5) meetings of the Shareholder Relationship Committeewas held on 15th April 2019 29th April 2019 13thSeptember 2019 21st October 2019 and 07th February 2020respectively. Attendance of the members is as follows:

Name of the Director Category No. of Meetings
Held Attended
Mrs. Manisha Goyal Independent Director/ Chairman 5 5
Mrs. Saloni Goyal Director 5 5
Mr. Sanjeev Goyal Managing Director 5 5

No. of shareholders' complaints received up to 31st March 2020: 02

No. of complaints not solved to the satisfaction of the shareholders: Nil No. ofpending complaints: Nil

24 COMPLIANCE OFFICER

Ms. Ayushi Vijay is the Compliance Officer of the Company for this purpose ofRegulation 34(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulation2015 to look after the compliances under SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015 and other SEBI Rules & Regulations etc. The CompanySecretary while preparing the agenda notes on agenda and minutes of the meeting(s) isresponsible for and is required to ensure adherence to all applicable laws andregulations including the Companies Act 2013 read with rules issued thereunder ListingRegulations and Secretarial Standards issued by the Institute of Company Secretaries ofIndia.

25 INDEPENDENT DIRECTORS MEETING

As Stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Independent Director of the Company shall hold at least one meeting in a yearwithout the presence of Non Independent Directors and members of the management. TheIndependent Directors of the Company met once during the year on February 10 2020 and themeeting was attended by all Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company intheir own name.

26 CORPORATE GOVERNANCE

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 compliance with the Corporate Governance provisions asspecified under regulations 17 18 19 20 21 22 23 24 25 26 27 and clause (b) to(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V is notapplicable to the Company as paid-up share capital of the Company is less than Rs. 10crore and net-worth of the Company is less than Rs. 25 crores as on the financial yearended on 31st March 2019. However in accordance with provisions of regulation 15(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company hasmade compliances with the applicable provisions under the Companies Act 2013.

27 REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the NRC has formulated a policy relating to the remuneration for theDirectors Key Managerial Personnel (KMP) Senior Management and other employees. Thephilosophy for remuneration is based on the commitment of fostering a culture ofleadership with trust. While formulating this policy the NRC has considered the factorslaid down in Section 178(4) of the Act.

The policy as approved may be accessed on the Company's website at the link:http://www.mahaanfoods.com

28 REGISTRAR AND SHARE TRANSFER AGENT & SHARE TRANSFER SYSTEM

M/s. Alankit Assignments Limited is the Registrar and Share Transfer Agent for theshares of the Company in both physical as well as electronic modes. The Company hasauthorized the Registrar and Transfer Agent to approve and execute transfer andtransmission of shares. All correspondence with regard to share transfers and mattersrelated therewith may directly be addressed to the Registrar and Share Transfer Agents atthe address given below:

Particulars ALANKIT ASSIGNMENTS LIMITED
Contact Person Mr. Vijay Pratap Singh
Address Alankit Hosue" 4E/2 Jhandewalan Extension New Delhi-110055
Phone Nos. 011-42541234 & 011-42541953
Email ID vijayps1@alankit.com

29 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

A) CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

II. The steps taken by the company for utilizing alternate source of energy.

Your Company has taken adequate measures in all its operations to ensure optimum us ofall equipment's so as to conserve energy. The Company does not currently have anymanufacturing unit.

III. Capital Investment on energy conservation equipment's: NIL

B) TECHNOLOGY ABSORPTION

The Company strives continuously to upgrade its technology in all its operations.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning: NIL Outgo: Rs. 20310735

30 WHISTLE BLOWER/VIGILANCE POLICY

Your Company has established a whistle blower policy/vigil mechanism for the Directorsand employees of the company to report genuine concerns calling the attention of theAudit Committee to some wrong doing occurring within an organization. Your Company hasalso provided adequate safeguards against victimization of whistleblowers who expresstheir concerns against such wrong doings in the organization. The Company has alsoprovided direct access to the Chairman of the Audit Committee in exceptionalcircumstances.

31 CODE OF CONDUCT FOR REGULATING & REPORTING TRADING BY INSIDERS AND FORFAIR DISCLOSURE 2015

Your Company has adopted the "Code of Conduct for Regulating & ReportingTrading by Insiders and for Fair Disclosure 2015" which inter alia prohibitspurchase or sale of securities of the Company by Directors employees and other connectedpersons while in possession of unpublished price sensitive information in relation to theCompany.

32 DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELETC.

The company did not pay any remuneration to the Managing Director.

As required under Section 197(12) read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of the ratio of theremuneration of each director to the median employee's remuneration and such other detailsas prescribed therein are given in "ANNEXURE-C" which is attached hereto andforms a part of the Directors' Report.

33 PARTICULARS OF EMPLOYEES

The information required under rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required as there was no employeeon the payroll of the company receiving remuneration in the excess of the limit prescribedunder the said rules.

34 CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCEOF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the Nomination and Remuneration Committee ("NRC") hasformulated the criteria for determining qualifications positive attributes andindependence of Directors the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. A person who holds any graduate or post graduatedegree fulfills the criteria for becoming a Director.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act theDirectors are expected to demonstrate high standards of ethical behavior communicationskills and independent judgment. The Directors are also expected to abide by therespective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criterialaid down in Section 149(6) of the Act the Rules framed thereunder and Regulation16(1)(b) of the Listing Regulations

35 BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company for the financial year ending March 31 2020.

36 GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview: ? Details relating to deposits covered under Chapter V of the Act. ? Nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company and its operations in the future.

37 FRAUD REPORTING

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the noticeof the Audit Committee or the Board of Directors or the Central Government the occurrenceor brewing of any fraud in the Company.

38 DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisionsof clause (c) of subsection (3) of Section 134 of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and state that:

a) in the preparation of the annual accounts for the year ended 31st March 2020 theapplicable accounting standards had been followed along with the proper explanationrelating 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 the proper systems to ensure compliance with theprovisions of all the applicable laws and that such systems were adequate and operatingeffectively.

39 ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. The Board also places on recordtheir appreciation of the devoted services of the employees. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on March 31 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

Registration and other Details
CIN L15419DL1987PLC350285
Registration Date 13.03.1987
Name of the Company MAHAAN FOODS LIMITED
Category/Sub-category of the Company Public Company Limited by share
Address of the Registered office & contact details M-19 1st Floor M-Block Market Greater Kailash - II New Delhi-110048
Contact Number:011-43107200
Whether listed Company Yes
Name Address & contact details of the Registrar & Transfer Agent if any. M/s Alankit Assignments Limited
1 E/ 13 Alankit House Jhandewalan Extension
New Delhi - 110055
Tel: +91 11-4254 1234
Email: rta@alankit.com
Website: www.alankit.com

 

Principal Business Activities of the Company
All the business activities contributing 10% or more of the total turnover of the Company

As per Attachment A

Particulars of holding subsidiary and associate companies Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

As per Attachment B

Category-wise Shareholding

As per Attachment C

Shareholding of Promoters

As per Attachment D

Change in Promoters' Shareholding

As per Attachment E

Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

As per Attachment F

Shareholding of Directors and Key Managerial Personnel Indebtedness

As per Attachment G

Indebtedness of the Company including interest outstanding /accrued but not due for payment Remuneration of Directors and Key Managerial Personnel

As per Attachment H

Remuneration to Managing Director (MD) Whole-time Directors (WTD) and /or Manager

As per Attachment I

Remuneration to other directors

As per Attachment J

Remuneration to Key Managerial Personnel other than MD / Manager / WTD

As per Attachment K

Penalties / Punishment/ Compounding of Offences

As per Attachment L

Attachment ‘A'

Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of thecompany are given below: -

Name and Description of the main products /services NIC Code of the Product/service % of the total turnover of the company
1. Manufacturing of Dairy Products 105 100%

Attachment ‘B'

Particulars of holding subsidiary and associate companies

Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. - -

-

-

-

Attachment ‘C'

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year [As on March 31 2019]

No. of Shares held at the end of the year [As on March 31 2020]

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Share s

%Change during the year

A. Promoters
(1) Indian
a) Individual/ HUF 1865299 - 1865299 53.28 1865299 - 1865299 53.28 -
b) Central Govt. - - - 0.00 - - - 0.00 0.00
c) State Govt(s). - - - 0.00 - - - 0.00 0.00
d) Bodies Corp. -
e) Banks / F.I. - - - 0.00 - - - 0.00 0.00
f) Any other - - - 0.00 - - - 0.00 0.00
Sub Total (A) (1) 1865299 1865299 53.28 1865299 1865299 53.28 -
(2) Foreign
a) NRI Individuals - - - 0.00 - - - 0.00 0.00
b) Other Individuals - - - 0.00 - - - 0.00 0.00
c) Bodies Corp. - - - 0.00 - - - 0.00 0.00
d) Any other - - - 0.00 - - - 0.00 0.00
Sub Total (A) (2) - - - 0.00 - - - 0.00 0.00
TOTAL (A) 1865299 1865299 53.28 1865299 1865299 53.28 -
B. Public Shareholding
1. Institutions
a) Mutual Funds - 6300 6300 0.18 - 6300 6300 0.18 -

 

b) Banks / FI - - - 0.00 - - - 0.00 0.00
c) Central Govt
d) State Govt(s) - - - 0.00 - - - 0.00 0.00
e) Venture Capital - - - 0.00 - - - 0.00 0.00
Funds
f) Insurance - - - 0.00 - - - 0.00 0.00
Companies
g) FIIs - - - 0.00 - - - 0.00 0.00
h) Foreign Venture Capital Funds - - - 0.00 - - - 0.00 0.00
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) - 6300 6300 0.18 - 6300 6300 0.18 -
2. Non-Institutions
a) Bodies Corp. 131910 16800 148710 4.25 97025 16800 113825 3.25 -1.00
i) Indian
ii) Overseas - - - 0.00 - - - 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 442320 331545 773865 22.10 429301 302238 731539 20.9 -1.20
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 501485 - 501485 14.32 594857 0 594857 16.99 +2.67
c) NBFC registered with RBI 700 - 700 0.02 -+ - - -0.02
d) Any Other
I)Clearing member 600 600 0.01 110 - 110 0.00 -0.00
ii)Non Resident Indians 11885 159400 171285 4.89 8885 149100 157985 4.52 -037
iii)Overseas Corporate Bodies 15700 - 15700 0.45 15700 - 15700 0.45 0.00
iv) Resident HUF

16756

- 16756 0.48

15085

- 15085 0.43 0.05
Sub-total (B)(2):-

1121356

507745 1629101 46.53

1160963

468138 1629101 0.00 0.00
Total Public (B)

1121356

514045 1635401 46.72

1160963

474438 1635401 0.00 0.00
C. Shares held by - - - 0.00 - - - 0.00 0.00
Custodian for GDRs &ADRs Grand Total (A+B+C)

2986655

514045 3500700 100

3026262

474438 3500700 100 0.00

Attachment ‘D'

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Shareholding of Promoters

No. of Shares held at the beginning of the year [As on March 31 2019]

No. of Shares held at the end of the year [As on March 31 2020]
Shareholder's Name

No. of Shares

% of the total shares of the compan y

% of Shares Pledged/ encumbe red to total shares

No. of Shares

% of the total shares of the compa ny

% of Shares Pledged /encumbe red to total shares

% change in shareh o lding during the year

1. Mr. Aditya Goyal 148175 4.23

-

148175 4.23 - -
2. Mrs. Saloni Goyal 516715 14.76

-

516715 14.76 - -
3. Mr. Sanjeev Goyal 860759 24.59

-

860759 24.59 - -
4. Sanjeev Goyal HUF 99900 2.85

-

99900 2.85

-

-
5. Ms. Sanya Goyal 239750 6.85

-

239750 6.85 - -

Attachment ‘E'

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Note-I Details of Increase and Decrease in Promoters' Shareholding

Particulars Date Reason Shareholding Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1. Mr. Aditya Goyal - - - - - -
2. Mrs. Saloni Goyal - - - - - -
3. Mr. Sanjeev Goyal - - - - - -
4. Ms. Sanya Goyal - - - - - -
5. Sanjeev Goyal HUF - - - - - -

Attachment ‘F'

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

S.No. Particulars

Date

Reason

Shareholding

Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares
1. Raju Bhandari
At the beginning of the year

1st April 2019

150485 4.29 150485 4.29
Changes during the year

26th April 2019

Purchase

4000 154485 4.41

17th May 2019

Purchase

2060 156545 4.47

10th Jan 2020

Purchase

146 156691 4.47

24th Jan 2020

Purchase

2000 158691 4.53

28th Feb 2020

Sale

100 158591 4.53
At the end of the year

31st March 2020

158591 4.53 158591 4.53
2. Suresh Gadaley
At the beginning of the year

1st April 2019

142605 4.07 142605 4.07
Changes during the year

17th May 2019

Purchase

1000 143605

24th May 2019

Purchase

1000 144605

12th July 2019

Purchase

100 144705

20th Dec 2019

Purchase

25 144730

28th Feb 2020

Sale

50 144680

06th March 2020

Sale

20 144660

13th March 2020

Sale

5 144655
At the end of the year

31st March 2020

144655 4.13 144655 4.13
3. Sailesh Vikramsinh Thakker
At the beginning of the year

1st April 2019

137500

3.92

137500

3.92

Changes during the year

NIL

-

NIL

-

At the end of the year

31st March 2020

137500

3.92

137500

3.92

4. Dinesh Kumar Jain
At the beginning of the year

1st April 2019

18430

0.52

18430

0.52

Changes during the year

26th April 2019

Purchase

6295

24725

13th Sep 2019

Purchase

21162

45887

At the end of the year

31st March 2020

45887

1.31

45887

1.31

5. S. Chand & Co. Ltd.
At the beginning of the year

1st April 2019

42564 1.22 42564 1.22
Changes during the year

Nil

- NIL -
At the end of the year

31st March 2020

42564 1.22 42564 1.22
6. Sanjay Bhardwaj
At the beginning of the year

1st April 2019

0 - 0 -
Changes during the year 24th Jan 2020 Purchase

659

659

21st Feb 2020 Purchase

30341

31000

At the end of the year 31st March2020 3100 0.88 31000 0.88
7. Mahendra Girdharilal
At the beginning of the year

1st April 2019

100 100
Changes during the year

25th Oct 2019

Purchase

7780

7880

1st Nov 2019

Purchase

1000

8880

08th Nov 2019

Purchase

679

9559

15th Nov 2019

Purchase

215

9774

22nd Nov 2019

Purchase

20

9794

27th Dec 2019

Purchase

10

9804

17th Jan 2020

Purchase

13647

23451

24th Jan 2020

Purchase

5365

28816

07th Feb 2020

Purchase

321

29137

At the end of the year

31st March 2020

29137

0.83

29137

0.83

8. Alliance Holdings Limited
At the beginning of the year

1st April 2019

25000 0.71 25000 0.71
Changes during the year

Nil

-

Nil

At the end of the year

31st March 2020

25000 0.71 25000 0.71
9. Asgar Hussaini Bharwal
At the beginning of the year

1st April 2019

24900 0.64 24900 0.64
Changes during the year

Nil

-

Nil

-
At the end of the year

31st March2020

24900 0.64 24900 0.64
10. Balram Bharwani
At the beginning of the year

1st April 2019

25000

0.71 25000 0.71
Changes during the year

28th Feb 2020

Sale

1333

23667

06th March 2020

Sale

480

23187

At the end of the year

31st March 2020

23187 0.66 23187 0.66

Attachment ‘G'

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Shareholding of Directors and Key Managerial Personnel

Shareholders Name

Shareholding at the beginning of the Year

Cumulative Shareholding during the year
No. of shares % of total shares of the company

Date

Increase/Decrease in share- holding

Reasons

No. of shares % of total share s
1. Mrs. Saloni Goyal Non- Executive Director 516715 14.76 - - - - -
2. Mr. Sanjeev Goyal Chairman cum Managing DEirector 860759 24.59 - - - - -

Attachment ‘H" Indebtedness

Indebtedness of the Company including interest outstanding /accrued but not due forpayment- NIL

Attachment ‘I'

Remuneration of Directors and Key Managerial Personnel

Remuneration to Managing Director (MD) Whole-time Directors (WTD) and /or Manager- NIL

Attachment ‘J'

Remuneration of Directors and Key Managerial Personnel

Remuneration to other Directors

S.No. Particulars of Remuneration

Total Amount

Mrs. Rupali Chawla Mrs. Manisha Goyal

(In Rs)

1. Independent Directors
Fee for attending board committee meetings 32000 8000 40000
Commission
Others please specify
Total (1) 32000 8000 40000
Other Non-Executive Directors Mrs. Saloni Goyal
2. Fee for attending board committee meetings
Commission
Others please specify
Total (2)
Total Managerial Remuneration 32000 8000 40000
(B)=(1+2)

 

Overall Ceiling as per the Act Sitting Fees have been paid within the maximum limit allowed under the provisions of the Companies Act 2013

Attachment ‘K'

Remuneration of Directors and Key Managerial Personnel

Remuneration to Key Managerial Personnel other than MD / Manager / WTD

S.No. Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount

Name Mr. Shubham Jain (up to 06.08.2019 Ms. Ayushi Vijay (w.e.f 18.09.2019) Mr. Jitender Bisht
Designation

(Company Secretary)

(Company Secretary)

(Chief Financial Officer)

1.Gross salary 152103 228584 747419 1128106
(a) Salary as per provisions contained in section 17(1) ofthe Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others specify
5. Others please specify (Bonus)
Total 152103 228584 747419 1128106

Attachment ‘L'

Penalties / Punishment/ Compounding of Offences

Type Section of the Companies Act Brief Description Details of Penalty/Punishment/ Compounding fees imposed Authority [RD /NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN
DEFAULT
Penalty
Punishment
Compounding

.