To the Members
The Directors have pleasure in presenting before you the 26th (TwentySixth) Directors Report of the Company together with the Audited Statements ofAccounts for the year ended 31st March 2017.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2017 has been as under:
|PARTICULAR ||2016-2017 ||2015-2016 |
| ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Total Income 183232390 ||146787646 ||356981580 ||304745595 || |
|Total Expenditure ||186587188 ||150952270 ||354109593 ||304202251 |
|Profit Before Tax ||(3354797) ||(4164624) ||2871987 ||543344 |
|Provision for Tax ||369267 ||81074 ||541062 ||248556 |
|Profit after Tax ||(3724267) ||(4245698) ||2330925 ||629271 |
|Profit Brought from Previous Year ||18569963 ||15219330 ||16239038 ||14590059 |
|Profit available for appropriation ||14845696 ||10973632 ||18569963 ||15219330 |
|Provision for Proposed Dividend || || || || |
|Provision for Corporate Tax || || || || |
|Balance Carried to Balance Sheet ||14845696 ||10973632 ||18569963 ||15219330 |
During the year under review the Gross Revenue of the Company decreased from Rs.304745595/ - compared to Rs. 146787646/- in the current year. The Profit after tax forthe year decreased to Rs. (4245695) compared to Rs.629271/- in the previous year
2. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013: CHANGE IN THENATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business. There have been no material changes and commitments affecting thefinancial position of the Company which occurred during between the end of the financialyear to which the financial statements relate and the date of this report.
3. DISCLOSURES UNDER SECTION 134(3)(k) OF THE COMPANIES ACT 2013: DIVIDEND:
Keeping the Company's expansion and growth plans in mind your Directors have decidednot to recommend dividend for the year.
4. DISCLOSURES UNDER SECTION 134(3)(j) OF THE COMPANIES ACT 2013: TRANSFER TORESERVES:
Directors have decided not to transfer any amount to reserves for the year.
5. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
6. DISCLOSURES UNDER SECTION 134(3)(h) OF THE COMPANIES ACT 2013: PARTICULARSOF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 188 read with Section 2(76)of the Companies Act 2013 during the financial year under review are furnished indetail in the report (if applicable) and forms part of this Report.
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.minfy.com.
Your Directors draw attention of the members to Notes given to the financial statementwhich sets out related party disclosures.
7. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013: SHARES WITHDIFFERENTIAL RIGHTS:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.
8. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013: ISSUE OF SWEATEQUITY SHARES:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014.
9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013: ISSUE OF EQUITYSHARES UNDER EMPLOYEES STOCK OPTION SCHEME:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
10. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.
11. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.
12. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively. However the company voluntarily provides a separate section in the AnnualReport titled "Report on Corporate Governance" along with the Auditors'Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulated underRegulation 4(3) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is presented in aseparate section forming part of the annual report.
14. BOARD MEETINGS:
The Board of Directors duly met 4 (Four) times on 30/05/2016 10/08/201611/11/2016 and 09/02/2017 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per law two-thirds of non-executive and non-independent Directors should retire byrotation. One third of these Directors are required to retire every year and if eligibleoffer them for reappointment. Mr. Ashok Kumar Jain (DIN: 00043840) andMr. Vijay Jain (DIN: 02321195) would retire in upcoming AGM and being eligible haveoffered them self for re-appointment.
The Board recommends the re-appointment of Mr. Ashok Kumar Jain (DIN: 00043840) and Mr.Vijay Jain (DIN: 02321195). Items seeking your approval on the above are included in theNotice convening the AGM. Brief resumes of the directors being appointed / re-appointedform part of the Notice of the ensuing AGM
16. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report in Annexure I.
17. AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:
The authorized capital of the company stands at 60000000 /- divided into 6000000equity shares of Rs.10/- each and The company's paid up capital at 55090000/- dividedinto 5509000 equity shares of Rs. 10/- each.
18. DIRECTOR'S RESPONSIBILITY STATEMENT: -
In pursuance of section 134 (3) (c) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Loss of the company for that period; c) The Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
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.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received a declaration from Mr. Budhi Prakash Toshniwal Ms. A. NeelimaReddy Mr. Vinit Maharia and Mr. Harinarayan Vyas Independent Directors of the Company tothe effect that they are meeting the criteria of Independence as provided in Sub-section(7) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Such Declarations is attachedin Annexure II of this Report.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The required information as per Section 134 (3) (m) of the Companies Act 2013 isprovided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go: (In Lakhs)
1. Foreign Exchange Earnings: 26.64
2. Foreign Exchange Outgo: 21.24
21. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company has Two Subsidiary Companies in the name and style M/s. Minfy TechnologiesPrivate Limited (Formerly known as Mahaveer Projects Private Limited') and M/s.Mahaveer Telecom Private Limited. Other Details of Subsidiary Companies are as follows: -
|Particulars ||Minfy Technologies Private Limited ||Mahaveer Telecom Private Limited |
|Date of Incorporation ||29/11/2010 ||24/12/2010 |
|Brief Main Object ||Staffing and Recruitment ||Mobile Trading |
|Authorised Share Capital ||Rs. 100000/- ||Rs. 500000/- |
|Paid up Share Capital ||100000/- ||500000/- |
|Total Income for FY 2016-17 ||34984798 ||1459946 |
|Total Expenditure for FY 2016-17 ||34194870 ||1440048 |
|Profit Before Tax for FY 2016-17 ||789928 ||19899 |
|Provision for Tax for FY 2016-17 ||282044 ||6149 |
|Profit after Tax for FY 2016-17 ||507884 ||13749 |
22. AUDITORS AND AUDITORS REPORTS:-
A. Statutory Auditors:
The existing auditors M/s. Kalyana & Co. will retire at the ensuing Annual GeneralMeeting on expiry of 5 years term. Accordingly the appointment of Mr.S.RajashekarChartered Accountant. as statutory auditors of the Company in place of retiring auditorsis placed for approval by the shareholders. The Auditors' Report for fiscal 2017 does notcontain any qualification reservation or adverse remark.
The Auditors' Report is enclosed with the financial statements in this Annual Report.
B. Statutory Auditors' Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
C. Secretarial Auditors:
The Board had appointed M/s. S. S. Reddy & Associates Practicing CompanySecretaries Hyderabad having CP No. 7478 to conduct Secretarial Audit for the financialyear 2016-17 pursuant to the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 The Secretarial Audit Report in Form MR 3 for the financial year 2016- 17 isenclosed herewith as Annexure III to this Report.
D. Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the Company has notappointed internal auditor for the financial year 2016-17 but the company is takingnecessary measures to appoint the same at the earliest.
23. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8 (v) of Companies (Accounts) Rules2014 during the financial year under review.
24. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
The Company has in place adequate internal control systems which commensurate with itssize nature of business and complexity of its operations and are designed to provide areasonable degree of assurance regarding the effectiveness and efficiency of operationsthe adequacy of safeguard for assets internal control over financial reporting andcompliance with applicable laws and regulations. Internal audit function evaluates theadequacy of and compliance with policies plans regulatory and statutory requirements.
The Internal Auditors directly report to the Board's Audit Committee thus ensuring theindependence of the process. It also evaluates and suggests improvement in effectivenessof risk management controls and governance process. The Audit committee and Boardprovides necessary oversight and directions to the Internal audit function andperiodically reviews the findings and ensures corrective measures are taken.
The properties and assets of your Company are adequately insured.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the Year The Company has given Short Term Loans to Its Subsidiary MahaveerTelecom Private Limited for Rs. 2679321.00/- and Minfy Technologies Private Limitedfor an amount of Rs.11426793/-
Credit & Guarantee Facilities:
The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from Axis Bank Ltd. Personal Guarantees were given by:
|1. Mr. Ashok Kumar Jain ||Managing Director |
|2. Mr. Vijay Jain ||Director |
|3. Mr. Rajender Kumar Jain ||Director |
|4. Mr. Jeetendra Kumar Bhansali ||Director |
|5. Mr. Ramesh Prasanna Dixit ||Director |
Executive Director without any consideration for obtaining Bank Guarantees.
27. CORPORATE SOCIAL RESPONSIBILITY POLICY:
Since your Company does not has the net worth of Rs. 500 crore or more or turnover ofRs. 1000 crore or more or a net profit of Rs. 5 crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
28. LISTING AND DELISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBombay Stock Exchange.
29. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
30. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
31. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 134 ofthe Companies Act 2013
32. APPRECIATION & ACKNOWLEDGEMENT:
Your company satisfactorily outperformed the industry in this challenging year andcontinues to maintain its leadership position. It has been surpassing all theinternational quality and cost benchmarks and continues to build shareholder value. YourDirector looks to the future with confidence.
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.
|s || ||For and on behalf of the Board of |
| || ||Mahaveer Infoway Limited |
| ||S/d- ||S/d- |
|Place: Hyderabad ||Ashok Kumar Jain ||Rajender Kumar Jain |
|Date: 14.08.2017 ||Managing Director ||Director |
| ||(DIN: 00043840) ||(DIN:03093801) |