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Mahip Industries Ltd.

BSE: 542503 Sector: Industrials
NSE: N.A. ISIN Code: INE00CX01017
BSE 00:00 | 26 Apr Mahip Industries Ltd
NSE 05:30 | 01 Jan Mahip Industries Ltd
OPEN 3.50
PREVIOUS CLOSE 3.43
VOLUME 8000
52-Week high 3.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.50
CLOSE 3.43
VOLUME 8000
52-Week high 3.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahip Industries Ltd. (MAHIPINDUSTRIES) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 25 th Annual Report on the Business andOperations of the Company along with the Audited Statement of Accounts for the FinancialYear ended on 31st March 2020.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31st March2020 and for the previous Financial Year ended on 31st March 2019 is given below:

(Rs. In Crores)

Standalone

Consolidated

Particulars 2019-20 2019-18 2019-20 2019-18
Revenue from Operations 20.81 135.54 20.81 135.55
Other Income 2.97 0.29 2.98 0.29
Total Revenue 23.78 135.83 23.79 135.84
Total Expenses 31.92 135.31 31.92 135.31
Profit Before Exceptional and Extra Ordinary Items and Tax (8.14) 0.52 (8.13) 0.52
Exceptional Items 0.00 0.00 0.00 0.00
Profit before Extra-Ordinary Items and Tax/ Profit Before Tax (8.14) 0.52 (8.13) 0.52
Extraordinary Items 0.00 0.02 0.00 0.02
Profit after Extra-Ordinary Items and Tax/ Profit Before Tax (8.14) 0.50 (8.13) 0.50
Tax Expense: Current Tax 0.00 0.00 0.00 0.00
Deferred Tax 0.00 0.00 0.00 0.00
Total T ax expense 0.00 0.00 0.00 0.00
Profit for the Period (8.14) 0.50 (8.13) 0.50

2. OPERATIONS

On Standalone basis total revenue for Financial Years 2019-20 is Rs. 23.78/- Crorescompared to the total revenue of Rs. 135.83/- Crores of Previous Year 2018-19. The lossbefore tax for the Financial Year 2019-20 of Rs. 8.14/- Crores as compared to Profitbefore tax of Rs. 0.52/- Crores of Previous Year 2018-19. Net Loss after Tax for theFinancial Year 2019-20 is Rs. 8.14/- Crores as against Net profit after tax of Rs. 0.50/-Crores of Previous Year 2018-19.

On Consolidated basis total revenue for Financial Years 2019-20 is Rs. 23.79/- Crorescompared to the total revenue of Rs. 135.84/- Crores of Previous Year 2018-19. The Lossbefore tax for the Financial Year 2019-20 of Rs. 8.13/- Crores as compared to Profitbefore tax of Rs. 0.52/- Crores of Previous Year 2018-19. Net Loss after Tax for theFinancial Year 2019-2020 is Rs. 8.13/- Crores as against Net profit after tax of Rs.0.50/- Crores of Previous Year 2018-2019.

3. CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in nature of Business during the year under review.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1 and the same has beenplaced at the Company's website under Section Investors - Annual Report.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 5 (Five) times i.e. 30thMay 2019 8th June 2019 6th September 2019 14th November 2019 & 10th February2020.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:

a. In the preparation of the Annual Accounts for the year ended on March 31 2020 theapplicable accounting standards have been followed and there are no material departurefrom the same

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 financial year and of theprofit of the company for the Financial Year ended on March 31 2020

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities

d. The directors had prepared the Annual Accounts on a going concern basis

e. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

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.

7. COMMENT ON AUDITORS' REPORT

There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the Financial Yearended on March 31 2020. Maintenance of cost records as specified under Companies Act2013 is not applicable to the Company.

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

The details of loans investment guarantees and securities covered under theprovisions of Section 186 of the Companies Act 2013 are provided in the financialstatement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.

11. Reserves & Surplus

Sr. No. Particulars (Rs. In Lakhs)
1. Balance at the beginning of the year 953.81
2. Current Year's Profit / Loss (813.76)
3. Amount of Securities Premium and other Reserves 1143.12
Total 1283.17

12. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2019-20(Previous Year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which has occurred in the Financial Year 2019-20.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF"). During the year under review there wasno unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the FinancialYear 2019-20 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THE COMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN / PAN
1. Mr. Rajiv Agrawal1 Whole-Time Director 01922581
2. Mr. Rajiv Agrawal1 Chief Executive Officer AAZPA8407A
3. Ms. Riddhi Kumar Independent Director 07941373
4. Ms. Keshita Dhruv2 Company Secretary AJLPD7894D
5. Mr. Omkar Patel3 Independent Director 08825108
6. Mr. Arpitkumar Soni4 Non - Executive Director 08612898
7. Mr. Lalitkumar Verma5 CFO AGEPV9701D
8. Mr. Jignesh Shah6 Independent Director 02786683
9. Mr. Radheshyam Oza7 Non - Executive Director 02981524
10. Ms. Annapoornaben Agrawal8 Company Secretary ARPPA7881D

1 Mr. Rajiv Agrawal was appointed as CFO w.e.f 30th July 2020 & his designationwas changed to Whole-Time Director from Managing Director w.e.f. 30th July 2020.

2 Ms. Keshita Dhruv was appointed as Company Secretary of the Company w.e.f. 11thAugust 2020.

3 Mr. Omkar Patel was appointed as an Independent Director by the Board w.e.f. 07thAugust 2020.

4 Mr. Arpitkumar Soni was appointed as a Non-Executive Director by the Board w.e.f.16th November 2019.

5 Mr. Lalitkumar Verma has resigned from the post of CFO of the Company w.e.f. 10thDecember 2019.

6 Mr. Jignesh Shah has resigned from the post of Independent Director of the Companyw.e.f. 13th August 2019.

7 Mr. Radheshyam Oza has resigned from the post of Non-Executive Director of theCompany w.e.f. 16th November 2019.

8 Ms. Annapoornaben Agrawal has resigned from the post of Company Secretary of theCompany w.e.f. 20th January 2020.

Apart from the above changes there were no other changes in the composition of theBoard of Directors of the Company during the Financial Year 2019-20 and till the date ofBoard's Report.

As per Companies Act 2013 the Independent Directors are not liable to retire byrotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Riddhi Kumar and Mr. Omkar Patel Independent Directors of the Company haveconfirmed to the Board that she meet the criteria of Independence as specified underSection 149 (6) of the Companies Act 2013 and she qualify to be Independent Director. Shehas also confirmed that she meet the requirements of Independent Director as mentionedunder Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. The confirmation was noted by the Board.

19. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore byvirtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable to the Company. Hence CorporateGovernance does not form part of this Board's Report.

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Associate Company i.e. Arnav Fibres Private Limited.

21. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the Financial Year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the Financial Year.

22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution towards development of the Business and various other criteria asrecommended by the Nomination and Remuneration Committee of the Company. The evaluation ofthe working of the Board its committees experience and expertise performance ofspecific duties and obligations etc. were carried out. The Directors expressed theirsatisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive andNon-Executive Directors were evaluated in terms of their contribution towards the growthand development of the Company. The achievements of the targeted goals and theachievements of the Expansion plans were too observed and evaluated the outcome of whichwas satisfactory for all the Directors of the Company.

23. STATUTORY AUDITOR

M/s. Anam & Associates Chartered Accountants Ahmedabad (Firm's Registration No.005496S) were appointed as the Statutory Auditors of the Company. The Auditor's reportfor the Financial Year ended March 31 2020 has been issued with an unmodified opinion bythe Statutory Auditors.

24. SECRETARIAL AUDITOR

The Board has appointed Mr. Gaurav Bachani Practicing Company Secretary Ahmedabad toconduct Secretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report forthe Financial Year ended 31st March 2020 is annexed herewith marked as Annexure-2 to thisReport. Remarks and Qualification marks in the Secretarial Audit report isself-explanatory.

25. DISCLOSURES

A. Composition of Audit Committee:

During the year under review meetings of members of the Audit committee were held on30th May 2019 8th June 2019 6th September 2019 & 14th November 2019 and theattendance records of the members of the Committee are as follows:

Name No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Ms. Riddhi Kumar 4 4
2. Mr. Rajiv Agrawal 4 4
3. Mr. Arpitkumar Soni1 0 0

(The details of Committee members are as on the date of Directors' Report)

1 Mr. Arpitkumar Soni was appointed as a member of Committee w.e.f. 16th November2019.

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review meetings of the members of the Nomination andRemuneration committee was held on 30th May 2019 6th September 2019 & 14thNovember 2019 and the attendance records of the members of the Committee are as follows:

Name No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Ms. Riddhi Kumar 3 3
2. Mr. Omkar Patel1 0 0
3. Mr. Arpitkumar Soni2 0 0

1 Mr. Omkar was appointed as a member of Committee w.e.f. 7th August 2020.

2 Mr. Arpitkumar Soni was appointed as a member of the Committee w.e.f. 16th November2020. (The details of Committee members are as on the date of Directors' Report)

C. Composition of Stakeholder Relation Committee:

During the year under review meeting of the Stakeholder Relation committee was held on8th June 2019 and the attendance records of the members of the Committee are as follows:

Name No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Ms. Riddhi Kumar 1 1
2. Mr. Omkar Patel1 0 0
3. Mr. Rajiv Agrawal 1 1

1 Mr. Omkar was appointed as a Member of Committee w.e.f. 7th August 2020.

(The details of Committee members are as on the date of Directors' Report)

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook as per Annexure -3.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

Registered Office: By the Order of the Board
Survey No. 127 Jalalpur - Godhneshwar Mahip Industries Limited
Dholka - Bagodara Highway Ahmedabad - 387 810 Sd/- Sd/-
Rajiv Agrawal Arpitkumar Soni
Place: Ahmedabad Whole-Time Director Director
Date: 9th December 2020 DIN: 01922581 DIN: 08612898

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