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Mahesh Developers Ltd.

BSE: 542677 Sector: Infrastructure
NSE: N.A. ISIN Code: INE01MO01013
BSE 00:00 | 18 Jun 5.28 -0.01
(-0.19%)
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NSE 05:30 | 01 Jan Mahesh Developers Ltd
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VOLUME 200
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OPEN 5.28
CLOSE 5.29
VOLUME 200
52-Week high 10.75
52-Week low 3.94
P/E
Mkt Cap.(Rs cr) 2
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 2020.

1. FINANCIAL RESULTS

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

Particulars 31/03/2020 31/03/2019
(inRs.) (inRs.)
Profit before tax 1630405 171816
Current tax expense 373037 44672
Deferred tax expense 128677 12690
Profit/Loss for the period from continuing operations 1128691 114454
Profit/Loss from discontinuing operations 0 0
Profit/Loss transferred/adjusted to General Reserve 0 0
Basic earnings per equity share 0.27 0.03
Diluted earnings per equity share 0.27 0.03

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

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

(i) "Ramkrishna" at 10th Road Khar West Mumbai 400 052 status:Construction completed uptill G+2 podiums + 2nd habitable slab as on 29thAugust 2019

(ii) "Chandrakiran" at 11th Road Khar West Mumbai 400 052Status: Concession Approval received by MCGM under DCR 2034. Upcoming projects: (i)"Sejal" off Devidayal Road Mulund West Mumbai 400 080

3. DIVIDEND

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

4. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the General Reserves. HoweverCompany has transferred entireprofit 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 OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENT RELATES AND THE DATE OF THE REPORT.

The Company had listed its securities on The Bombay Stock Exchange on 6thJune 2019 except this there were no material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statement relate and the date of the report.

7. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read 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 POLICYOF THE COMPANY

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 CORPORATESOCIAL RESPONSIBILITY 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 THE

COMPANIES 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 2".

1. The Company has not appointed Internal Auditor under Section 138 of the CompaniesAct 2013.

The turnover of company is not sufficient to meet the requirements specified underSection 203 of the companies Act 2013. Further due to non-operation in our businessactivity Company is not in position to comply with this requirement even if companywishes to comply.

Hence companies' economic conditions are not favorable to its current market positiondue to which it is not able to appoint Company Secretary but the Company would beappointing the same in future and follow adequate requirements of the Companies Act 2013.

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 1and attached to this Report.

15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS

During the year 9 Board Meetings and 1 Audit Committee Meetings were convened and held.The details of the same along with other Committee's of Board are given below. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 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 other Companies held in

Chairma n of Committ ee Member of Committ ee
Mahesh RatilalSapariya Managing Director 9 NIL Yes NA NA
*Ratilal Ambalal Sapariya Executive Director 7 NIL Yes NA NA
Geeta Rakesh Shethia Non- Executive Independent Director (Women Director) 9 NIL No NA NA
#RatnaVikramJhaveri Non- Executive Independent Director 7 2 No NA NA
PinkeshHasmukhlalUp adhyay Non- Executive Independent Director 9 2 No NA NA
@JayramSunderdasMu lchandani Non- Executive Independent Director 2 1 NA NA NA
^Nikunj Shah Executive Director 0 NIL NA NA NA

* Resigned with effect from 14.11.2019

# Resigned with effect from 17.01.2020

@ Appointment with effect from 14.11.2019

^ Appointment with effect from 04.03.2020

The Company had 9 Board meetings during the financial year under review.

Date of Board Meeting Board Strength Directors Present
12.04.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Ratna Vikram Jhaveri Ratna Vikram Jhaveri
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Upadhyay
18.05.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Ratna Vikram Jhaveri Ratna Vikram Jhaveri
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Upadhyay
25.05.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
RatnaVikramJhaveri RatnaVikramJhaveri
PinkeshHasmukhlalUpadhyay PinkeshHasmukhlalUpadhy
ay
30.05.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Ratna Vikram Jhaveri Ratna Vikram Jhaveri
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Upadhyay
23.07.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Ratna Vikram Jhaveri Ratna Vikram Jhaveri
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Upadhyay
14.08.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Ratna Vikram Jhaveri Ratna Vikram Jhaveri
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Upadhyay
14.11.2019 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Ratilal Ambalal Sapariya Ratilal Ambalal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Ratna Vikram Jhaveri Ratna Vikram Jhaveri
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Upadhyay
14.02.2020 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Jayram Sunderdas Upadhyay
Mulchandani Jayram Sunderdas
Mulchandani
04.03.2020 Mahesh Ratilal Sapariya Mahesh Ratilal Sapariya
Geeta Rakesh Shethia Geeta Rakesh Shethia
Pinkesh Hasmukhlal Upadhyay Pinkesh Hasmukhlal
Jayram Sunderdas Upadhyay
Mulchandani Jayram Sunderdas
Mulchandani

NUMBER OF AUDIT COMMITTEE MEETINGS

Sr. No. Date Committee Strength No. of Committee Members Present
1. 14.02.2020 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. PinkeshUpadhyay – Chairman (Non Director) 1 1
Executive & Independent
Mr. JayramMulchandani – Member (Non Director) 1 1
Executive & Independent
Mrs. Geeta Shethia - Member (Non Director) 1 1
Executive & Independent

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

o NOMINATION AND REMUNERATION COMMITTEE

During the financial year there were two meetings held on 14/02/2020& 04.03.2020Details of attendance of the members at the meetings are given below:

Name Designation No. of Meetings attended
Mr. PinkeshUpadhyay Independent Non-Executive Director 2
Mr. JayramMulchandani Independent Non-Executive Director 2
Mrs. Geeta Shethia Independent Non-Executive Director 2

o SHAREHOLDER RELATIONSHIP COMMITTEE

During the financial year there was one meetingheld 14/02/2020. Details of attendanceof the members at the meetings are given below:

Name Designation No. of Meetings attended
Mr. PinkeshUpadhyay Independent Non-Executive Director 1
Mr. JayramMulchandani Independent Non-Executive Director 1
Mrs. Geeta Shethia Independent Non-Executive Director 1

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. Pinkesh Upadhyay – Chairman (Non Executive & Independent Director)
2. Mr. Jayram Mulchandani – Member (Non Executive & Independent Director)
3. Mrs. Geeta Shethia - Member (Non Executive & Independent 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 2020 theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b. the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2020and of the profit and loss of the company forthat period; c. the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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. thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. f. internalfinancial controls to be followed by the company had been laid down and that such internalfinancial controls are adequate and were operating effectively. g. the directors havecomplied 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.No. Name Type of Change Designation Date
1. Mr. Mahesh Sapariya Appointment Managing Director 14.11.2019
2. Mr. Ratilal Sapariya Resignation Director 14.11.2019
3. Mr. Ratilal Sapariya Appointment CFO 14.11.2019
4. Mr. Jayram Sunderdas Mulchandani Appointment Additional Independent Director 14.11.2019
5. Mr. Pinkesh Upadhyay Change in Designation Independent Director 21.09.2019
6. Ms. Ratna Jhaveri Change in Designation Independent Director 21.09.2019
7. Ms. Geeta Shethia Change in Designation Independent Director 21.09.2019
8. Ms. Ratna Jhaveri Resignation Independent Director 17.01.2020
9. Mr. Nikunj Shah Appointment Additional Director 04.03.2020
10. CS Hiral Parikh Resignation Company Secretary 17.04.2019
11. CS Shweta Aggarwal Appointment Company Secretary 30.05.2019
12. CS Shweta Aggarwal Resignation Company Secretary 01.07.2019
13. CS Himani Dawda Appointment Company Secretary 14.08.2019

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 auditorsof the Company are eligible for re-appointment who has been appointed as StatutoryAuditors for a period of 5 years in the Annual General Meeting held on 21stSeptember 2019 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

a. SHARE CAPITAL

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

b. BUY BACK OF SECURITIES

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

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

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

f. DEMATERIALISATION

The shares of the Company were in physical form and CDSL and NSDL has admitted fordepository services. The ISIN no 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 isinterested in obtaining a copy thereof such Member may write to the Company in thisregard.

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 TO

THE 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 31stMarch2020:

• No. of complaints received: NIL

• No. of complaints disposed off: NIL

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 2019-2020 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

MAHESH SAPARIYA NIKUNJ SHAH RATILAL SAPARIYA
Director Director CFO
DIN: 00414104 DIN: 08700902
Date:30.06.2020
Place: Mumbai