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Mahesh Developers Ltd.

BSE: 542677 Sector: Infrastructure
NSE: N.A. ISIN Code: INE01MO01013
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NSE 05:30 | 01 Jan Mahesh Developers Ltd
OPEN 14.95
PREVIOUS CLOSE 14.25
VOLUME 213
52-Week high 18.37
52-Week low 6.13
P/E 44.53
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.95
CLOSE 14.25
VOLUME 213
52-Week high 18.37
52-Week low 6.13
P/E 44.53
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahesh Developers Ltd. (MAHESHDEVELOPER) - Director Report

Company director report

To the Members

The Directors are pleased to submit the Annual Report of your Company along with theAudited Financial Statements for the Financial Year (FY) ended 31stMarch 2021.

a) FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

Particulars 31/03/2021 31/03/2020
(Rs.In Lakhs) (Rs. In Lakhs)
Profit before tax (13.54) 16.30
Current tax expense - 3.73
Deferred tax expense - 1.29
Profit/Loss for the period from continuing operations (13.54) 11.29
Profit/Loss from discontinuing operations 0 0
Profit/Loss transferred/adjusted to General Reserve 0 0
Basic earnings per equity share (0.33) 0.27
Diluted earnings per equity share (0.33) 0.27

b) REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company has various ongoing projects in hand as mentioned below:

a) "Ramkrishna" at 10th Road Khar West Mumbai 400 052

Status: Construction completed uptill G+2 podiums + 2nd habitable slab as on29th August 2021

b) "Chandrakiran" at 11th Road Khar West Mumbai 400 052

Status: Concession Approval received by MCGM under DCR 2034.

Upcoming projects:

1) "Sejal" off Devidayal Road Mulund West Mumbai 400 080

3. DIVIDEND

No Dividend was declared for the current financial year due to losses.

4. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the General Reserves. HoweverCompany has transferred entire losst to the Reserve and Surplus.

5. THE CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in business of the Company during the period under review.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of the report.

7. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows:

Foreign Exchange Earnings: NA
Foreign Exchange outgo : NA
Energy Absorption : NA

A. the steps taken or impact on conservation of energy: NA

B. the steps taken by the Company for utilizing alternate source of energy: NA

C. the Capital investment on energy conservation equipments: NA Technology Absorption:NA

A. the efforts made towards technology absorption: NA

B. the benefits derived like product improvement cost reduction product developmentor import substitution: NA

C. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): NA

a) the details of technology imported: NA

b) the year of import: NA

c) whether the technology been fully absorbed: NA

d) the expenditure incurred on Research and Development: NA

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company has a Risk Management Policy however the elements of risk threatening theCompany's existence are very minimal.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The loans guarantees or investments made by the Company under Section 186 of theCompanies Act 2013 during the year under review form part of the Notes to FinancialStatements provided in the Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts or arrangements made with related parties pursuant to Section188 of the Companies Act 2013during the year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co CompanySecretaries is annexed herewith as "Annexure - II".

Following are the qualifications reservations or adverse remarks made by theSecretarial Auditors in their report:

1. The Financial Statements as on 31st March 2021 submitted to the BSELimited have been not prepared in accordance with the Companies (Indian AccountingStandards) Rules 2015.

Board Reply: The Company has complied with the IND-AS requirements.

13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration and evaluation criteria for performance ofIndependent Directors.

14. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure -I and attached to this Report.

15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS

During the year 4 Board Meetings 4 Audit Committee Meetings 1 Nomination &Remuneration Committee Meetings and 1 Stakeholders Relationship Committee Meetings wereconvened and held. The details of the same along with other Committee's of Board are givenbelow. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

The Company has complied with the requirements of Applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 in respect of theComposition of the Board.

None of the Independent Directors have any material pecuniary relationship ortransactions with the Company.

Necessary disclosures regarding composition of the Board category attendance ofDirectors at the Board Meetings and last Annual General Meeting number of otherDirectorship and other Committee Memberships are given below:

Name of Directors Category No. of Board Meetin gs attende d No. of Directorshi ps held in other Companies Attenda nce at last AGM No. of Committee positions held in other Companies
Chairma n of Committ ee Member of Committ ee
Mahesh Ratilal Sapariya Managing Director 4 NIL Yes NA NA
*Geeta Rakesh Shethia Non- Executive Independent Director (Women Director) 2 NIL No NA NA
Pinkesh Hasmukhlal Upadhyay Non- Executive Independent Director 4 NIL No NA NA
Jayram Sunderdas Mulchandani Non- Executive Independent Director 4 NIL NA NA NA
Nikunj Shah Executive Director 4 NIL NA NA NA
#Ratilal Ambabhai Sapariya Additional Director (Executive) 0 NIL NA NA NA
#Jalpa Sapariya Mahesh Additional Director (NonExecutive) 0 NIL NA NA NA

* Resigned with effect from 30.09.2020

# Appointed with effect from 13.02.2021

The Company had 4 Board meetings during the financial year under review.

Date of Board Meeting Board Strength Directors Present
30.07.2020 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal Upadhyay
Jayram Sunderdas Mulchandani Jayram Sunderdas Mulchandani
Nikunj Shah Nikunj Shah
30.09.2020 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal Upadhyay
Jayram Sunderdas Mulchandani Jayram Sunderdas Mulchandani
Nikunj Shah Nikunj Shah
10.11.2020 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal Upadhyay
Jayram Sunderdas Mulchandani Jayram Sunderdas Mulchandani
Nikunj Shah Nikunj Shah
13.02.2021 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal Upadhyay
Jayram Sunderdas Mulchandani Jayram Sunderdas Mulchandani
Nikunj Shah Nikunj Shah

NUMBER OF AUDIT COMMITTEE MEETINGS

Date Committee Strength No. of Committee Members Present
1. 30.07.2020 3 3
2. 30.09.2020 3 3
3. 10.11.2020 3 3
4. 13.02.2021 3 3

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name of Director No. of Committee Meetings Held No. of Committee Meetings Attended
Mr. Pinkesh Upadhyay - Chairman (Non Executive & Independent Director) 4 4
Mr. Jayram Mulchandani - Member (Non Executive & Independent Director) 4 4
*Mrs. Geeta Shethia - Member (Non Executive Director) 4 2
**Mr. Mahesh Ratilal Sapariya - Member & Managing Director 4 2

*Resigned with effect from 30.09.2020

**Appointed with effect from 30.09.2020

The Audit Committee meetings were attended by the Non-Executive Chairman the ManagingDirector and the Executive Director & Chief Financial Officer. The representatives ofthe Statutory Auditors were also invited to the meeting.

The detail of other committee meetings is as follows

1) NOMINATION AND REMUNERATION COMMITTEE

During the financial year there were one meeting held on 13.02.2021 details ofattendance of the members at the meetings are given below:

Name Designation No. of Meetings attended
Mr. Pinkesh Upadhyay Independent Non-Executive Director 1
Mr. Jayram Mulchandani Independent Non-Executive Director 1
**Mr. Mahesh Ratilal Sapariya Member & Executive Directors 1
*Mrs. Geeta Shethia Independent Non-Executive Director 0
#Mrs. Jalpa Mahesh Sapariya Non-Executive Director 0

*Resigned with effect from 30.09.2020 # Appointed with effect from 13.02.2021

**Appointed with effect from 30.09.2020 & resigned on 13.02.2021

Salient Features of Nomination and Remuneration policy:

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Further Nomination and Remuneration Policy of the Company is available on the websiteof the Company at https://www.maheshdevelopers.com/investor-corner

2) SHAREHOLDER RELATIONSHIP COMMITTEE

During the financial year there was one meeting held 13/02/2021.

Details of attendance of the members at the meetings are given below:

Name Designation No. of Meetings attended
Mr. Pinkesh Upadhyay Independent Non-Executive Director 1
Mr. Jayram Mulchandani Independent Non-Executive Director 1
*Mrs. Geeta Shethia Independent Non-Executive Director 0
**Mr. Mahesh Ratilal Sapariya Member & Managing Director 1
#Mrs. Jalpa Mahesh Sapariya Non-Executive Director 0

*Resigned with effect from 30.09.2020 # Appointed with effect from 13.02.2021

**Appointed with effect from 30.09.2020 & resigned on 13.02.2021

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Pursuant to Section 177 of the companies Act 2013 the Audit committee was formed thesaid committee consist of 3 (Three) Independent Directors which are as follows:

1. Mr. Jayram Mulchandani - Chairman (Non Executive & Independent Director)
2. Mr. Pinkesh Upadhyay - Member (Non Executive & Independent Director)
3. Mrs. Jalpa Mahesh Sapariya - Member (Non Executive Director)

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to raise any concern about the Company's operations andworking environment including possible breaches of Company's policies and standards orvalues or any laws within the country or elsewhere without fear of adverse managerialaction being taken against such employees.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

a. in the preparation of the annual accounts for the year ended on 31st March 2021 theapplicable accounting standards had been followed along with proper explanation relatingto 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 31stMarch 2021 and of the 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f. internal financial controls to be followed by the company had been laid down andthat such internal financial controls are adequate and were operating effectively.

g. the directors have complied with the provisions of applicable Secretarial standards.

18. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

19. DIRECTORS& KEY MANAGERIAL PERSONAL

Following were the changes that took please in the constitution of the Board ofDirectors of the Company during the year under review:

Sr. Name No. Type of Change Designation Date
1. Ms. Geeta Shethia Resignation Independent Director 30.09.2020
2. Mr. Ratilal Sapariya Appointment Additional Director 13.02.2021
3. Ms. Jalpa Sapariya Appointment Additional Director 13.02.2021
4. CS Himani Dawda Resignation Company Secretary 30.09.2020
5. CS Kajalben Azadali Govani Appointment Company Secretary 13.02.2021

20. DISQUALIFICATIONS OF DIRECTORS IF ANY:

None of the Directors on the Board of the Company are disqualified pursuant to theprovisions of Section 164 or Schedule V Part II of the Companies Act 2013.

21. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Company has complied with the criteria as per the provisions of Section 149 (6)Companies Act 2013 for Independent Directors.

23. STATUTORY AUDITORS

M/S. BHAIRAVI GALA & ASSOCIATES Chartered Accountants the statutory auditors ofthe Company are eligible for re-appointment who has been appointed as Statutory Auditorsfor a period of 5 years in the Annual General Meeting held on 21st September2019 till 30th September 2024.

Their re-appointment and payment of remuneration are to be confirmed and approved bythe Board of Directors. The Company has received a certificate from the above Auditors tothe effect that if they are re-appointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013

24. SHARES

1. SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

2. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

3. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review.

4. BONUS SHARES

No Bonus Shares were issued during the year under review.

5. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees.

6. DEMATERIALISATION

The shares of the Company were in physical form and CDSL and NSDL has admitted fordepository services. The ISIN is: INE01MO01013.

25. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statements are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing

Annual General Meeting. If any Member is interested in obtaining a copy thereof suchMember may write to the Company in this regard.

26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

27. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Committee (IC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The following is a summary of sexual harassmentcomplaints received and disposed off during the financial year ended 31stMarch2021:

• No. of complaints received: NIL

• No. of complaints disposed off: NA

29. STATE OF COMPANY'S AFFAIRS

There were no changes in the Company's business operations during the year underreview.

30. THE CHANGE IN NATURE OF BUSINESS IF ANY:

There was no change in business of the Company during the period under review.

31. CORPORATE GOVERNANCE

The Company's Paid up Capital and Networth do not exceed the prescribed limits as onthe Financial year 2020-2021 and the provisions of corporate governance as specified inRegulation 17 18 19 20 21 22 23 24 25 26 27 and clause (b) to (i) ofsub-regulation (2) of regulation 46 and paras C D and E of Schedule V of the SEBI (LODR)Regulation 2015 is not applicable on the Company.

32. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations performance and future outlook of the Company andits business is given in the Management's Discussion and Analysis Report which forms apart of this report.

33. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
MAHESH SAPARIYA JALPA SAPARIYA
Managing Director Additional Director
DIN:00414104 DIN: 07918214
Date:30.06.2021
Place: Mumbai

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