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Mahaan Foods Ltd.

BSE: 519612 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE734D01010
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NSE 05:30 | 01 Jan Mahaan Foods Ltd
OPEN 11.40
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VOLUME 300
52-Week high 26.34
52-Week low 11.01
P/E 5.91
Mkt Cap.(Rs cr) 4
Buy Price 11.40
Buy Qty 300.00
Sell Price 12.52
Sell Qty 1.00
OPEN 11.40
CLOSE 11.40
VOLUME 300
52-Week high 26.34
52-Week low 11.01
P/E 5.91
Mkt Cap.(Rs cr) 4
Buy Price 11.40
Buy Qty 300.00
Sell Price 12.52
Sell Qty 1.00

Mahaan Foods Ltd. (MAHAANFOODS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Annual Report of Mahaan Foods Limitedalong with audited financial statements for the financial year ended March 31 2019.

1. FINANCIAL HIGHLIGHTS

During the year under review financial performance of your Company was as under:

(Rs. in lakh)

Particulars 2018-2019 2017-18
Revenue & Other income 135.01 120.53
Profit Before Interest and Depreciation & Taxes 52.37 27.28
Profit/(Loss) before exceptional item & taxes 42.47 14.63
Exceptional item 286.24 145.98
Profit/(Loss) before Tax 328.72 160.61
Taxation 9.27 15.46
Other Comprehensive Income 0 0.15
Profit/(Loss) after taxes 319.45 145.30

The Company achieved gross turnover including other income of Rs. 135.01 Lakh andposted net profit of Rs 319.45 Lakh for the financial year ended on 31st March 2019 asagainst gross turnover including other income of Rs. 120.53 Lakh and net profit of Rs.145.30 Lakh in the previous financial year.

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year the promoters of your Company executed the Mediation agreement on 22ndNovember 2018 between the promoters of the Company under the aegis of Hon'ble High CourtDelhi. The Hon'ble High Court Delhi has taken the same on record vide its order dated06th December 2018.

Your Company is constantly exploring various business opportunities available in theDairy Industry.

3. CHANGE IN NATURE OF BUSINESS

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

4. DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March2019.

5. TRANSFER TO RESERVES

During the year the Company has transferred Rs. 31944874 to reserves.

6. CHANGES IN SHARE CAPITAL

There has been no change in the Authorised 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. 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.

8. EXTRACT OF ANNUAL RETURN

As provided under Section 92 of the Act and rules framed thereunder the extract ofannual return in Form MGT-9 is given in "ANNEXURE-A" which forms part ofthis report. In compliance with section 134(3)(a) of the Act Form MGT 9 is uploaded onCompanies website and can be accessed at http://www.mahaanfoods.com.

9. NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During the financial year 8 (Eight) Board Meetings were held and the gap between twomeetings did not exceed 120 days. The Board Meetings were held on 04th May 2018 29thMay 2018 15th June 2018 14th August 2018 11th October 2018 14th November 201811th February 2019 and 25th March 2019 respectively.

The details of composition of the Board the attendance record of the Directors at theBoard Meetings held during the financial year and at the last Annual General Meeting(AGM) along with the details of their other Directorships Committee Memberships andChairmanships are given below:

Category Name of the Director No. of Board Meetings attended Attendance at last AGM No. of Directorship in other Public No. of Chairmanship / Memberships of Committees in other Public Limited Companies
Limited Companies
Executive Director Mr. Sanjeev Goyal 8 Yes 1 3
Non-Executive Non-Independent Director Mrs. Saloni Goyal 8 Yes - -
Non-Executive Independent Directors Mr. Achal Kumar Khaneja 1 2 No - -
Mr. Deepak Bansal 2 4 No 1 4
Mrs. Manisha Goyal 3 4 No - -
Mrs. Rupali Chawla 4 4 No - -

1 Mr. Achal Kumar Khaneja relinquished the position of Independent Director w.e.f 12thJune 2018

2 Mr. Deepak Bansal relinquished the position of Independent Director w.e.f. 14thAugust 2018

3 Mrs. Manisha Goyal was appointed as an Additional and Independent Director on 04thMay 2018 4 Mrs. Rupali Chawla who was appointed as an Additional and Independent Directoron 14th August 2018

Number of Equity Shares held by Directors as on 31st March 2018 are as under: -

Name of Director Designation No. of Equity Shares
Mr. Sanjeev Goyal Chairman & Managing Director 860759
Mrs. Saloni Goyal Non-Executive Director 516715
Mrs. Manisha Goyal Independent Director -
Mrs. Rupali Chawla Independent Director -

10. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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 2019.

11. 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.

12. AUDITORS'

A. STATUTORY AUDITORS'

M/s D M A R K S & Associates (Formerly known as M/s. D.D. Nagpal & Co)Chartered Accountants the statutory auditors of the Company hold office till theconclusion of the upcoming 32nd Annual General Meeting of the Company. Based onthe recommendation of the Audit Committee the Board has recommended the re-appointment ofM/s D M A R K S & Associates (Formerly known as M/s. D.D. Nagpal & Co) CharteredAccountants as the statutory auditors of the Company for a term of one year from theconclusion of the 32nd Annual General Meeting of the Company till theconclusion of the 33rd Annual General Meeting to be held in the year 2020 forapproval of shareholders of the Company.

There is no audit qualification reservation or adverse remark in the Auditors' Reporton the financial statements of the Company for the year under review.

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 2018-19. TheSecretarial Audit Report for the financial year ended on 31st March 2019 isannexed herewith as "ANNEXURE-B".

There is no audit qualification reservation or adverse remark in the SecretarialAuditors' 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 2018-19.

13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material change that has taken place during the period between the end ofthe financial year of the company to which the financial statements relate and the date ofthe Directors' Report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i) Steps taken or impact on conservation of energy.

ii) The steps taken by the company for utilizing alternate sources of energy.

Your Company has taken adequate measures to ensure optimum use of all equipment's so asto conserve energy.

iii) Capital Investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Foreign Exchange Earning: Nil

ii. Outgo: Purchase finished goods of Rs. 7627480

15. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

The Company does not have any subsidiary or joint venture or associate company.

16. RISK MANAGEMENT

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.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Mr. Sanjeev Goyal Chairman cum Managing Director Mr. Jitender Bisht Chief FinancialOfficer and Mr. Shubham Jain Company Secretary are the Key Managerial Personnel of yourCompany as on March 31 2019 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 theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment for consideration of the shareholders of theCompany at the ensuing Annual General Meeting.

On recommendation of the Nomination & Remuneration Committee Mrs. Manisha Goyal(DIN-00724073) and Mrs. Rupali Chawla (DIN-06895504) were appointed Additional andIndependent Directors at the meetings of the Board of Directors of the company held on 4thMay 2018 and 14th August 2018 respectively and were appointed as theIndependent Directors of the company by the shareholders of the company in the 31stAnnual General Meeting held on 28th September 2018.

Mr. Achal Kumar Khaneja (DIN-02282489) and Mr. Deepak Bansal (DIN: 00060726)relinquished the position of Independent Directors with effect from 12th June2018 and 14th August 2018 respectively. The Board places on record its deepappreciation for the valuable contribution made by them to the affairs of the companyduring their tenure as Independent Directors of the Company.

During the year Mr. Vijay Kumar Gupta relinquished the position of Company Secretarycum Compliance Officer w.e.f 10th October 2018 and Mr. Shubham Jain wasappointed as the Company Secretary cum Compliance Officer of the Company w.e.f 11thOctober 2018.

All the Independent Directors have submitted a declaration that each of them meets thecriteria of Independence as provided in section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and there has been no change in the circumstances which may affect their status asIndependent Directors during the year.

18. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

The Hon'ble High Court of Delhi has taken on record vide its order dated December 062018 the Mediation agreement executed on 22nd November 2018 between thepromoters of the Company as per the Memorandum of Family Settlement dated 31stAugust 2010.

The Regional Director Northern Region Ministry of Corporate Affairs has issued anorder dated 27th March 2019 for alteration of situation clause of Memorandumof Association of the Company thereby allowing the Company to shift its registered officefrom the State of Himachal Pradesh to NCT of Delhi.

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 unauthorised useor disposition and the transactions are authorised 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. 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.

21. CODE OF CONDUCT FOR REGULATING & REPORTING TRADING BY INSIDERS AND FOR FAIRDISCLOSURE 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.

22. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

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 theAct the Directors are expected to demonstrate high standards of ethical behaviorcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets thecriteria laid down in Section 149(6) of the Act the Rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations

23. 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.

24. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

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

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 heretoand forms a part of the Directors' Report.

25. PARTICULARS OF EMPLOYEES

There is no information to provide under rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as there was noemployee on the payroll of the company receiving remuneration in the excess of the limitprescribed under the said rules.

26 . COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

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.

During the year 4 (Four) meetings of the Committee were held on 29th May2018 14th August 2018 14th November 2018 and 11th February2019 respectively. The composition and attendance of the Committee was as under:

Name of Director Position held in the Committee No. of Committee Meetings attended
Mrs. Manisha Goyal1 Chairperson 3
Mr. Sanjeev Goyal Member 4
Mrs. Rupali Chawla2 Member 2

1 Mrs. Manisha Goyal who was appointed as an Additional and Independent Director on04th May 2018 was included as Member of the Committee on 15th June 2018 and thereafterdesignated as Chairperson of the Committee on 14th August 2018

2 Mrs. Rupali Chawla who was appointed as an Additional and Independent Director on14th August 2018 was included as Member of the Committee on 14th August 2018.

The Company Secretary acted as the Secretary to the Committee and the Statutory andInternal Auditors attended the meetings on invitation.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) is constituted pursuant to Section 178of the Companies Act 2013 and Regulation 19 of Listing Regulations.

In accordance with the Remuneration policy of the company the Nomination andRemuneration Committee recommend the appointment/reappointment of Directors includingIndependent Directors and senior management & employees of the Company based on theirqualifications professional experience positive attributes viewpoints skills and areaof expertise.

During the year three (3) meetings of the Nomination & Remuneration Committee washeld on 04th May 2018 14th August 2018 and 11th October 2018 respectively.

The composition and attendance of the Committee was as under:

Name of Director Position held in the Committee No. of Committee Meetings attended
Mrs. Manisha Goyal1 Chairperson 2
Mr. Sanjeev Goyal Member 3
Mrs. Rupali Chawla2 Member 1

1 Mrs. Manisha Goyal who was appointed as an Additional and Independent Director on04th May 2018 was included as Member of the Committee on 15th June 2018 and thereafterdesignated as Chairperson of the Committee on 14th August 2018

2 Mrs. Rupali Chawla who was appointed as an Additional and Independent Director on14th August 2018 was included as Member of the Committee on 14th August 2018.

The Company Secretary acted as the Secretary to the Committee.

The Company has not given any Stock Option to any Director.

The Company did not pay any remuneration to the Managing Director and only sitting feeswere paid to Non-Executive Directors of the Company.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted under Section 178 of theCompanies Act 2013. The terms of reference of Stakeholders' Relationship Committee are inline with the provisions contained under SEBI (Listing Obligations and DisclosureRequirements) 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.

During the year 11(Eleven) meetings of the Committee were held on 21st May 2018 22ndOctober 2018 19th November 2018 26th November 2018 03rd December 2018 10thDecember 2018 24th December 2018 11th February 2019 18th February 2019 18th March2019 and 30th March 2019 respectively:

The Composition and attendance of the Stakeholders' Relationship Committee was asbelow:

Name of Director Position held in the Committee No. of Committee Meetings attended
Mrs. Manisha Goyal1 Chairperson 10
Mrs. Saloni Goyal Member 11
Mr. Sanjeev Goyal2 Member 1

1 Mrs. Manisha Goyal who was appointed as an Additional and Independent Director on04th May 2018 was included as Chairperson of the Committee on 15th June 2018

2 Mr. Sanjeev Goyal was included as a member of the committee on 25th March 2019

Mr. Shubham Jain Company Secretary cum Compliance Officer acted as the Secretary tothe Committee.

The Board has designated Mr. Shubham Jain Company Secretary of the Company asCompliance Officer of the Company. No. of shareholders' complaints received upto 31stMarch 2019 : Nil No. of complaints not solved to the satisfaction of the shareholders :Nil No. of pending complaints : Nil

27. 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 are 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 regulation15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 theCompany has made compliances with the applicable provisions under the Companies Act 2013.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

29. 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.

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. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& 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.

32. SECRETARIAL STANDARDS

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

33. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussions and Analysis forms an integral part of this report as "Annexure–D"

34. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the board of directors tothe best of their knowledge and ability state that:

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

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the financial year ended on 31.03.2019and of the profit of the Company for that financial year ended 31.03.2019

iii) the directors had 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;

iv) the directors had prepared the annual accounts on a going concern basis;

v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

35. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude and deep appreciation for theco-operation and assistance given by the banks suppliers and customers of the Companyduring the year under report and look forward to their continued support. Your Directorsalso thankfully acknowledge the trust and confidence reposed by you in the Company.

By order of the Board of Directors
Sd/-
(Sanjeev Goyal)
Place: New Delhi Chairman & Managing Director
Date: August 06 2019 (DIN: 00221099)