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Mahaan Impex Ltd.

BSE: 542753 Sector: Others
NSE: N.A. ISIN Code: INE277T01016
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Mahaan Impex Ltd. (MAHAANIMPEX) - Director Report

Company director report

To

The Members

MAHAAN IMPEX LIMITED

The Board of Directors hereby submits the 36th Annual Report of business and operationof the Company MAHAAN IMPEX LIMITED along with audited financial statement foryear ended March 31 2019.

RESULT OF OUR OPERATION:

Particulars Current Year Previous Year
31.03.2019 31.03.2018
Revenue from Operations 2671266 12936717
Other Income 1547450 1160739
Total Revenue 4218716 14097456
Total Expenditure ( including Change in Inventories) 4117110 13847095
Profit Before Tax 101606 250361
Less: Tax expense/ Deferred tax liability - -
Profit after Tax 101606 250361
Earnings Per Share 0.05 0.11

OPERATIONS OVERVIEW:

For the year ended 31st March 2019 your Company has reported total revenue and netprofit after taxation of Rs. 4218716 and Rs. 101606/- respectively ascompared to last year’s total revenue and net profit Rs. 14097456/- and Rs.250361/- respectively.

DIVIDEND:

Your Directors do not recommend any dividend on equity share for the period ended 31stMarch 2019 considering the current position of the Company.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business during the year.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

SHARE CAPITAL:

During the year Authorized Capital of the Company was 22500000/- and paid up capitalof the Company was Rs. 22450000. During the year under review the Company has notissued shares with differential voting rights and sweat equity shares.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year company has shifted its Registered office from state of West Bengal toState of Gujarat so there’s have amendment in to the IInd Clause of the MOA .

BOARD MEETINGS:

During the year under review the Board of Directors duly met 11 (Eleven) times. TheBoard meeting dates are 29.05.2018 01.06.2018 14.08.2018 01.09.2018 15.09.201805.11.2018 22.11.2018 11.12.2018 01.01.2019 07.01.2019 and 11.02.2019.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed and that there were nomaterial departures;

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

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31st March2019 on a "going concern basis."

v) That 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) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.

DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Joint Venture or Associate Company.

COMMITTEES OF THE BOARD:

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the Companies Act 2013 is not applicable to the Company.

RELATED PARTY DISCLOSURES:

During the year there was no contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.

VIGIL MECHANISM:

The Company has put in place a ‘Whistle Blower Policy’ in compliance with theprovisions the Companies Act 2013 other applicable laws and in accordance withprinciples of good corporate governance.

INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees.

The Company also adopts the concept of Trading Window Closure to prevent itsDirectors Officers designated employees and other employees from trading in thesecurities of the Company at the time when there is unpublished price sensitiveinformation.

RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. TheCompany’s internal control systems are commensurate with the nature of its businessand the size and complexity

POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:

Your Company has adopt the policy for the preservation of Documents and Archival ofDocuments to ensure that all the necessary documents and records of the Company areadequately protected and preserved as per the Statutory requirements.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements.

POLICY ON DETERMINATION OF MATERIALITY FOR DISCLOSURES:

Your Company has adopt the determination of Materiality disclosure to ensure that theinformation disclosed by the Company is timely transparent and continuous.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy

LOANS GUARANTEES OR INVESTMENTS IN SECURITIES:

During the year ended 31st March 2019 company has given Loans Guarantees and/or madeany Investments covered under the provisions of Section 186 of the Companies Act 2013.Detail description mentioned in to the Auditors report and Balance Sheet of the Company

MATERIAL CHANGES AND COMMITMENTS:

There have been no Material Commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statement Related and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company’s operation in future.

PARTICULARS OF EMPLOYEES:

No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure I".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance is not application to the Company. ManagementDiscussion Analysis Report is annexed herewith as "Annexure II".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable

b) Technology absorption:

There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings: NIL ii. Foreign Exchange Outgo : NIL

AUDITOR’S AND THEIR REPORT:

A) Statutory Auditors

"RESOLVED THAT to ratify the appointment of M/s. Vishves A. Shah & Co.Chartered Accountants (Firm Registration: 125356W)Ahmedabad as Statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting until theconclusion of Annual General Meeting to be held in the year 2020 and to fix theirremuneration for the financial year ending 31st March 2020."

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors’ Report areself-explanatory and therefore do not call for any further comments. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

B) Report Secretarial Auditors and Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed M/s.A. Santoki & Associates Practicing Company Secretaries as its SecretarialAuditors to conduct the secretarial audit of the Company for 2018-19.

The Secretarial Audit Report for financial year 2018-19 issued by M/s. A. Santoki& Associates Practicing Company Secretaries has been appended as Annexure IIIto this Report. All remarks are self explanatory.

BOARD EVALUATION:

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and Listing Regulations.

CHANGE IN THE NATURE OF BUSINESS:

The company is working in the same business line. During the financial year 2018-19the company has not made any changes in the nature of its business.

REMUNERATION POLICY:

The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification.

The policy ensures that (a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the directors of the quality require to runthe company successfully ; (b) relationship of remuneration to the performance is clearand meets appropriate performance benchmarks; and (c) remuneration to directors and keymanagerial personnel and senior management involves a balance fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goal. The policy has been approved by the nomination and remunerationcommittee and the board. The remuneration policy document as approved by the board isuploaded on the company’s website www.mahaanimpex.com.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134[3] of the Act read with Rule 8[3] of The Companies [Accounts]Rules 2014 to the extent the transactions took place on those items during the year.There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company.

The Director concludes this Report by placing on record their gratitude to allshareholders bankers and Govt. authorities for their continued support.

Place: Ahmedabad For and On behalf of Board of Directors of
Date: 03.09.2019 Mahaan Impex Limited
Sd/-
Rajeshkumar Balwantbhai Brahmbhatt
Managing Director
DIN: 00055260