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Mahasagar Travels Ltd.

BSE: 526795 Sector: Services
NSE: N.A. ISIN Code: INE007G01014
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NSE 05:30 | 01 Jan Mahasagar Travels Ltd
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OPEN 3.50
CLOSE 3.50
VOLUME 100
52-Week high 3.72
52-Week low 2.70
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahasagar Travels Ltd. (MAHASAGARTRAVEL) - Director Report

Company director report

To

The Members

Mahasagar Travels Limited

Your Directors have great pleasure in presenting the 28th Annual Report together withtheir Audited Statement of Accounts of the Company for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS :

Particulars Year ended on 31.03.2021 (Rs.) Year ended on 31.03.2020(Rs.)
Total income 337097988.19 6874 36830.41
Profit or ( Loss) before tax (38572287.51) (13474450.27)
Profit /(Loss) after Tax (38572287.51) (13474450.27)

DIVIDEND:

In view of requirements of funds the Board of Directors of the Company has shown theirinability to recommend payment of Dividend.

STATE OF COMPANY'S AFFAIRS

Since the Company is engaged in providing service to the tourists of the state andthereby in the engagement of the service sector industry since the core business of theCompany is to provide service the quality facilities and safety are the prime concern ofthe management. During the last financial year your Company has made sufficient effort toprovide better quality services through increase in the fleet capacity of the luxuriousclass. Majority of the fleet have air conditioning facility apart from comfortableinternal environment. Keeping in mind the Pollution Free Quality Concept the Company hasbeen gradually replacing in a phased manner the environment friendly Luxurious Buses inplace of old buses which would help in protecting the pollution free environment therebyputting major stress by management on the concept of taking pollution free environmentalsteps as per the Pollution Free Environment Policy of the Government and the new fleets ofbuses will also increase the tourist business and further facilitate the tourist thelatest available facilities which will increase the overall business and profitability ofthe Company in the coming years. However the management has taken care of the fluctuationin petroleum products by creating retail outlet.

TRANSFER TO RESERVES

No amount has been transferred to General reserve Account.

ANNUAL RETURN

Pursuant Section92 (3) Annual Return will be available on following web link :http://www.mahasagartravels.com

Company will upload the Annual Return as per the provisions of the Company's Act 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.

2. They have selected such accounting policies and applied them consistency and madeJudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on 31stMarch 2021 and of the profit and loss of the Company for that period.

3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis

5. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2020-21.

RISK MANAGEMENT

The Board of the Company has constituted a risk management committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

COVID -19 IMPACT ON BUSINESS

Your company is working in passenger transportation sector which has been one of theprimary victims of COVID-19. Due to lockdown in our country the demand for passengertransport has been adversely hit. Even after the situation becomes normalize still due tosome restrictions like social distancing may have long term effect on company's affairs.

NUMBER OF MEETINGS OF THE BOARD

Board has met Eight times during the financial year the details of which are given inCorporate Governance Report in this Annual report. The maximum interval between any twomeetings did not exceed 120 days as prescribed in the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report. Further at www.mahasagartravels.comdetailed policy is available.

DIRECTORS RETIRING BY ROTATION

Pursuant to Section 152 of the Companies Act 2013 Mr. PRAKASHBHAI KANJIBHAI KAKKAD(DIN 02355435) and Mr. BHAGCHAND G. SUKHWANI (DIN :00579112) Director of the Company areliable to retire by rotation at the ensuing Annual General Meeting of the Company and areeligible for re-appointment. Your directors recommend for appointment.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to the provision of Section 149 of the Act which came into effect from April1 2014 Mr. Rajiv N. Mehta (DIN: 07898792)s was appointed as Independent director at theAnnual General Meeting of the Company held on 25th September 2017. And Mr. Kanaiyalal N.Narumalani and Mr. Jasubhai N. Barevadia were appointed as an Independent director at theAnnual General Meeting of the Company held on 29th September 2019.The terms andconditions of appointment of the independent director are as per Schedule IV of theAct.They have submitted a declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as independent director during the year.

POLICIES

We seek to promote and follow the highest level of ethical standard in our businesstransactions. The SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015mandates the certain policies for all listed companies. All policies are available on ourwebsite (www.mahasagartravels.com) .The policies are reviewed periodically by the Board ofdirectors and update based on the need and new compliance requirement.

VIGIL MECHANISM

The Company has established a vigil mechanism to deal with instances of fraud andmismanagement if any. Detailed Vigil Mechanism policy is posted on Company's Websitewww.mahasagartravels.com).

SECRETARIAL STANDARDS

The directors state that applicable Secretarial standards i.e. SS-1 and SS-2 related to‘Meetings of Board of Directors' and ‘General meetings ‘ have been dulyfollowed by the Company.

AUDITOR AND AUDITORS' REPORT

On the recommendation of Audit Committee pursuant of the Section 139 and otherapplicable provision if any of the Companies Act 2013 and rule made there under M/sAshish Mankad & Associates Chartered Accountant Junagadh is hereby appointed asStatutory Auditor of the Company for their term of Five years till the conclusion29thAnnual General Meeting of the Company subject to rectification by the Members.

Provision of Company (Amendment) Act 2017 become effective from 7th May 2018 and thusBoard has noted the appointment of auditor made for the period from the conclusion of 24thAnnual General Meeting to Conclusion of 29th Annual General Meeting and hence there is nochange in auditor formal resolution for ratification is not mentioned in the notice.

The notes forming part of accounts referred in Auditor's report are self-explanatoryand provide complete information.The Auditor's Report for F.Y. 2020-21 does not containany qualification reservation on adverse remark. The auditor's report is also part ofthis report.

SECRETARIAL AUDITOR

The Board has appointed Mr. Kishorbhai S. Dudhatra Practicing Company Secretary toconduct the Secretarial Audit for the financial year 2020-21. The secretarial Audit reportfor the financial year ended on March 31 2021 is annexed herewith.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report does not contain any qualifications reservations or adverseremarks. Report of the secretarial auditor is given as an Annexure-A3 which forms part ofthis report.Company could not file certain LODR Compliances in time due to unavoidablecircumstances. Company will ensure proper and timely compliance of LODR Guidelines andother statutory compliances.

CERTIFICATION OF STATUS OF DIRCETOR'S QUALIFICATION

Pursuant to Regulation 34(3) and Schedule V para C clause(10)(i) of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 certification of NonDisqualification of directors annexure to this report as here.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

The particular of loans guarantees and investments have been disclosed in thefinancial statements.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1)of the Companies Act 2013. Information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in Annexure A2 in form AOC-2 and the same forms are part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY:

Since Your Company is engaged in service activity the said statement is not applicableand Company's policy is to obtain best economic average from the transportation servicesprovided by their vehicles.

TECHNOLOGY ABSORPTION:

Since Your Company is engaged in service activity the said statement is not applicable.Company had adopted policy to purchase latest technology transportation vehicles whichprovides maximum economic fuel average.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company's business activity is restricted to domestic level only and deals in rupeecurrency no any foreign currency is earned or expended.

CORPORATE SOCIAL RESPONSIBILITY:

Your company does not fall under the purview of Section 135 of companies Act 2013.Hence no Corporate Social Responsibility initiatives have been taken during the year.

MATERIAL CAHNGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes or commitments affecting the financial position of the company haveoccurred between the financial year of the company to which financial statements relatei.e. 31st March 2021 and the date of Board report.

PARTICULAR OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies Act (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive directors Ratio to median
BHAGCHAND GORDHANDAS SUKHWANI 7.69:1
PRAKASHBHAI KANJIBHAI KAKKAD 4.92:1

b. The percentage increase in remuneration of each director chief executiveofficer chief financial officer company secretary in the financial year

NOT APPLICABLE

c. The percentage increase in the median remuneration of employees in the financialyear*-

The remuneration of MD & JMD is Rs. 50000 and Rs. 32000 p.m. respectively.Further company operated the buses hence most of the employees of the company are drivercategory and due to high attrition and irregular presence the salary of average employeesare around Rs. 6925/- So in our case comparison of median salary of employee and KMP isnot comparable.

d. The number of permanent employees on the rolls of Company-

79 Employee

e. The explanation on the relationship between average increase in remuneration andCompany performance

There is no change in average remuneration of the Employees of Co. In order to ensurethat remuneration reflects Company performance the performance pay is also linked toorganization performance apart from an individual's performance.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company

Aggregate remuneration of key managerial personnel (KMP) in FY 20-21 1206000
Revenue 337097988.19
Remuneration of KMPs (as % of revenue) 0.36%
Profit before Tax (PBT) (38572287.51)
Remuneration of KMP (as % of PBT) (3.13%)

g. Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year

Particulars March 312021 March 31 2020 % Change
Market Capitalization 23590500 23590500 0.00
Price Earnings Ratio -0.61 -1.75 34.86%

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public offer

Market Price (BSE) As per note given below

The shares of companies are thinly traded and there is no such volumes of trading inthe scrip of the company. Hence the data pertain to above is not comparable.

i. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Particulars BHAGCHAND GORDHANDAS SUKHWANI PRAKASHBHAI KANJIBHAI KAKKAD KHUSHBU NITINKUMAR SHETH
Remuneration in F.Y. 2017-18 600000/- 384000/- 222000
Revenue 337097988.19
Remuneration as % of Revenue 0.18% 0.11% 0.06%
Profit before Tax (38572287.51)
Remuneration as % of PBT -1.56% -1.00% -0.58%

k. The key parameters for any variable component of remuneration availed by thedirectors: N.A.

l. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: None

m. Affirmation that the remuneration is as per the remuneration policy of theCompany:

The Company affirms remuneration is as per the remuneration policy of the Company.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations")

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Remuneration & Nomination Committee reviewed the performance ofthe 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. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY

The company has implemented and evaluated the Internal Financial controls which providea reasonable Financial controls which provide a reasonable assurance in respect ofproviding financial and operational information complying with applicable statues andpolicies safeguarding of assets prevention and detection of frauds accuracy andcompleteness of accounting records. The internal Audit reports were reviewed periodicallyby Audit Committee as well as by Board of Directors.

SEXUAL HARASSMENT

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

INSURANCE:

All the assets of the Company have been adequately insured.

LISTING

At present your Company's Securities are listed on the Bombay Stock Exchange Limited.

TAXES

Company is regularly paying Income Tax GST RTO Tax and other statutory dues likeProvident Fund ESIC as applicable. As regard to GST appropriate provision and treatmentshave been as per Law. Details of the payment refund appeals and disputed amount havebeen adequately provided in audit report and same is self -explanatory and the amount ofdispute is being dealt with various authorities and awaiting for final outcome.

DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES: ISIN: INE 007G01014

As on date of this report company is having NSDL connectivity of dematerialization ofshares and efforts are being made to have connectivity with CDSL.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime Pvt. Ltd. (Unit: Mahasagar Travels Limited)

506-508 Amarnath Business Centre-1 ABC-1 Beside Gala Business center Near St. Xavier'sCollage Corner off C G Road Navrangpura Ahmedabad -380009

REGULATORY STATEMENT:

(1) In conformity with the provision of Regulation 34 of the Listing regulation thecash flow statement for the year ended on 31st March 2021 is annexed to the accounts.

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as Annexure A3

CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as perListing Obligation and Disclosure Requirement (LODR) Regulation 2015 and stock exchangewhere the Company's shares are listed. A report on the Corporate Governance in this regardis made a part of this Annual Report and a Certificate from the Auditor of the Companyregarding Compliance of the Conditions of the Corporate Governance is attached to thisreport and forming part this report.

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