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Mega Nirman & Industries Ltd.

BSE: 539767 Sector: Infrastructure
NSE: N.A. ISIN Code: INE216Q01010
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NSE 05:30 | 01 Jan Mega Nirman & Industries Ltd
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VOLUME 1
52-Week high 45.00
52-Week low 14.00
P/E 17.72
Mkt Cap.(Rs cr) 5
Buy Price 17.00
Buy Qty 1.00
Sell Price 14.00
Sell Qty 4999.00
OPEN 14.00
CLOSE 14.00
VOLUME 1
52-Week high 45.00
52-Week low 14.00
P/E 17.72
Mkt Cap.(Rs cr) 5
Buy Price 17.00
Buy Qty 1.00
Sell Price 14.00
Sell Qty 4999.00

Mega Nirman & Industries Ltd. (MEGANIRMAN) - Director Report

Company director report

Your Directors have pleasure in presenting the 34th Annual Report togetherwith audited financial statements & accounts for the financial year ended March 312017.

1. FINANCIAL RESULTS

Particulars Year ended March 31 2017 Year ended March 31 2016
Income 3610208.50 2401296.00
Total Expenditure (3043197.32) (1969350.68)
Net Profit/(Loss) before Tax & Depreciation (PBDT) 567011.18 431945.32
Depreciation (149505.00) (217684.00)
Net Profit/(Loss) after Depreciation before Tax (PBT) 417506.18 214261.32
Provision for Income Tax-Current (137095.03) (140919.00)
Provision for Deferred Tax (59873.38) 22944
Profit for the period 220537.77 96286.32

2. STATE OF COMPANY'S AFFAIR & OPERATIONS

The Company is involved in investment in and to do the business of sale and purchaseof land and buildings farms and out houses other real estates and to act as Real EstateAgents Landlords and Contractors and to buy sell mortgage grant license let easementof any properties of the Company.

More so the current market situation and condition of the real estate has been veryslow and the movement and liquidity issues are a major crunch hence MNIL had to alsoslowdown on the real estate property development.

MNIL is fully focused in providing Affordable housing for lower medium and premiumhouses with a measureable outlook & maximum penetration in the segment. Board of

Directors are in the process of commencing project "under the housing forall". We also have plans to primarily focus on the redevelopment sector under theslum rehabilitation schemes especially in Kolkata.

Despite challenging environment the management of your company is continuing itsefforts to bring forth favourable results and hence looks in the intricacies of designingdeveloping and construction of the project with an eye to perfection.

Financials

In FY 2016-17 the revenue from operations was Rs.24 32510. EPS stood at Rs. 0.07.

The Financial Statement in accordance with the Companies Act 2013 ("theAct") Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI Listing Regulations') and applicable Accounting Standardsforms part of this Report.

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review the Company has not earned much profit and hence yourDirector proposes to plough back the profits in the business of the Company and createreserve for the Company. Accordingly the Board of Directors has not recommended anydividend for the financial year 2016-17. The Board proposes to carry Rs 9209250/-(Rupees Ninety Two Lakhs Nine Thousands Two Hundred Fifty Only) to the reserves of theCompany.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital

The authorized share capital of the Company as at March 31 2017 was Rs. 4 25 00000.

Paid-up Share Capital

The paid-up share capital as at March 31 2017 stands at Rs. 33475000 comprising of3347500 equity shares of Rs. 10/- each fully paid up.

There was no public issue right issue bonus issue or preferential issue etc. duringthe year. The Company has neither issued shares with differential voting rights sweatequity shares nor has it granted any stock options.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment Re-appointment and Resignations

List of Directors who have resigned during the year is as follows:

Sr. No. Name of Director Designation Reason Date of Resignation
1. Mr. Niranjan Poddar Director & CEO Personal May 05 2016
2. Mr. Devraj Baid Director Personal May 05 2016
3. Mr. Avinash Kumar Agarwal Director Personal January 27 2017
4. Mr. Shubham Kumar Agarwal Director Personal March 15 2017

The Directors place on record their deep appreciation for the valuable contributionsmade by Mr. Niranjan Poddar Mr. Devraj Baid Mr. Avinash Kumar Agarwal and Mr.Shubham Kumar Agarwal during their tenure on the Board.

List of Directors who have been appointed during the year is as follows:

Sr. No. Name of Director Designation Date of Appointment
1. Mr. Avinash Kumar Agarwal Director May 05 2016
2. Mr. Monendra Srivastava Independent Director May 05 2016
3. Mr. Sanjeev Sharma Director July 13 2016
4. Mr. Varun Gaur Additional & Independent Director January 27 2017
5. Ms. Reeti Arora Additional Director January 27 2017
6. Mr. Ajay Raina Additional Director & CEO March 15 2017

Further Mr. Ajay Raina CEO & Director of the Company was appointed as ManagingDirector of the Company by the Board of Directors in its meeting held on April 25 2017subject to the approval of the shareholders.

The Additional directors of the Company who have been appointed by the Board ofDirectors during the year shall hold office up to the date of ensuing Annual GeneralMeeting of the Company. As per the provisions of the Companies Act 2013 IndependentDirectors are eligible to hold office for a term up to five consecutive years and areeligible for re-appointment for the second term on passing special resolutions by theCompany. During their tenure they will not be liable to retire by rotation. The Companyhas received from all the Directors consents for their appointment and also declarationsfrom independent directors confirming that they meet the criteria of independence asenvisaged under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Notice under Section 160 of the Companies Act 2013 hasbeen received from member proposing the candidature of director for the regularisation ofMr. Varun Gaur. Accordingly the Board recommends the appointment of the above directorson such terms and duration as specified in the notice.

Ms. Reeti Arora Director and Mr. Sanjeev Sharma Director of the Company have alsoresigned from the services of the Company w.e.f. August 05 2017 and August 10 2017respectively.

As all the directors other than the Independent Directors of the Company have resignedno one is liable to retire by rotation at the ensuing AGM as per Section 152 of theCompanies Act 2013.

Brief resume of Mr. Varun Gaurwith other details as stipulated under SecretarialStandard 2 and Regulation 36(3) of the Listing Regulations are provided in the Notice forconvening the AGM.

Key Managerial Personnel

Mr. Shubham Kumar Agarwal Chief Finance Officer has resigned w.e.f. July 13 2016.The Board in its meeting held on July 13 2016 has appointed Mrs. Chandni Ankit Singla asthe Chief Finance Officer of the Company.

Further Ms. Shiwati Company Secretary and Mrs. Chandni Ankit Singla Chief FinancialOfficer have resigned w.e.f. April 10 2017 and June 15 2017 respectively. The Board hadappointed Mr. Abhishek Kamra as the Company Secretary and Compliance Officer and Mr.Dinesh Kumar Gupta as Chief Financial Officer of the Company in its meeting held on April25 2017 and June 15 2017 respectively.

Note: Mr. Ajay Raina Managing Director & CEO and Mr. Dinesh Kumar GuptaChief Financial Officer of the Company have also resigned from the services of the Companyw.e.f. August 11 2017 and August 10 2017 respectively.

Declaration by Independent Directors

All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act and Regulation 16(1)(b)of theListing Regulations. The Independent Directors have also confirmed that they have compliedwith the Company's code of conduct.

Meetings of the Board

A tentative calendar of Meeting is prepared and circulated well in advance to theDirectors. The intervening gap between the meetings was within the period prescribed underthe Act Secretarial Standard - 1 and Listing Regulations.

During the year ended March 31 2017 the Board met 6 times. The details of Board/Committee meetings and the attendance of Directors are provided in the CorporateGovernance Report attached to this Report.

Appointment and Remuneration Policy

The Company has framed an Appointment and Remuneration Policy pursuant to theprovisions of Section 178 of the Act and Part D of the Schedule II of SEBI ListingRegulations. The Policy has been disclosed in the Corporate Governance Report attached tothis Report.

Board Evaluation

A statement on annual evaluation by the Board of its performance and performance of itsCommittees as well as Individual Directors forms part of the Corporate Governance Report.

7. DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31 2017 comprises of Mr. Ajay Raina as Chairman Mr.Monendra Srivastava and Ms. Ruma Mukherjee as members.

Further all the recommendations of Audit Committee were accepted by the Board ofDirectors.

8. AUDITORS & AUDIT REPORTS Statutory Auditors

In terms of the provisions of Section 139 of the Act The appointment of statutoryauditors is subject to ratification by the members at every AGM Accordingly theappointment of

M/s. PVR-N & Co. Chartered Accountants (Firm Registration No. 004062N) wasratified by the shareholders at their 33rdAGM held on August 27 2016.

Further M/s. PVR-N & Co. Chartered Accountants (Firm Registration) hasresigned w.e.f. August 11 2017 due to some unavoidable reasons.

So In terms of Section 139 of the Act M/s. ASHM & Associates CharteredAccountants have been recommended by the Board of Directors in their meeting held onAugust 28 2017as statutory auditors to the shareholders in their upcoming 34thAnnual General Meeting. The Company has also received certificate to the effect thatratification of their appointment if made shall be in accordance with the provisions ofSection 141 of the Act.

The reports of Statutory Auditors on Financial Statements forms part of the AnnualReport. There are no qualifications reservations adverse remarks disclaimer or emphasisof matter in the Auditors' Reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed R. Miglani& Co. Company Secretary in practice to undertake the Secretarial Audit of theCompany. The Secretarial Auditors have submitted their report confirming compliance bythe Company of all the provisions of applicable corporate laws. The Report does notcontain any qualification reservation or adverse remark or disclaimer. The SecretarialAudit Report is annexed herewith as Annexure-1 to this report.

Details in respect of frauds reported by auditors under section 143(12)

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

9. RISK MANAGEMENT

Today's business environment remains challenging for the Corporate World and riskmanagement retains its high position on every organization's agenda. The Company hasseveral risk factors which could potentially impact its business objectives if notperceived and mitigated in a timely manner. With an effective risk management framework inplace the Company looks at these risks as challenges and opportunities to create valuefor its stakeholders. With its established processes and guidelines in place combinedwith a strong oversight and monitoring system at the Board and senior management levelsthe Company has a robust risk management strategy in place.

The senior management team sets the overall tone and risk culture of the organizationthrough defined and communicated corporate values clearly assigned risk responsibilitiesappropriately delegated authority and a set of processes and guidelines which arepresented to the Board especially with respect to risk assessment and risk minimizationprocedures. As an organization it promotes strong ethical values and high levels ofintegrity in all its activities which in itself is a significant risk mitigator.

A note on Risk Management is given as part of "Management Discussion &Analysis".

Details regarding all the policies including Risk Management Policy has been given inCorporate Governance Report.

10. HUMAN RESOURCES

The Company leverages human capital for competitiveness by nurturing knowledgeentrepreneurship and creativity. The Company rewards the will to succeed and the desire tocompete with the best in the world and have grown a vibrant company over the years becauseof our ability to manage change proactively and to reinvent ourselves continuously withoutcompromising the ideals and values that have sustained us over the years.

The motto of HR strategy is to Attract Retain Develop and Nurture talent byinnovating people & Business solutions to tailor the perfect fit every time. TheCompany takes pride at being appropriately prepared for its employees to locate identifyand then engage them in the right positions at the right time. The Company has a team ofabout 6 magnificent staff.

The Company believes that our people are our biggest assets and hence we invest inproductive training programs for them. The Company encourages people to exploreopportunities in harmony with their natural talent and nurture them to grow.

The Company embed a sense of inclusion and equality in our people. This means fosteringa conducive work environment that enhances professional and personal growth. Our strongteam culture of mutual trust oneness learning care and concern is a key inspiration tomeet tomorrow's challenges.

The Company has adopted a Policy on Prevention of Sexual Harassment at workplace andthe Company has not received any complaint during the year under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

13. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Sec 135 of the Companies Act 2013 are not applicable on the Companyhence no particulars are required to be furnished in this report.

14. INVESTOR SERVICES

In its endeavour to improve investor services your Company has taken the followinginitiatives:

An Investor Section on the website of the Company www.mnil.in has been created.

There is a dedicated e-mail id secretarial.mnil@gmail.com for sendingcommunications to the Company Secretary.

Members may lodge their requests complaints and suggestions on this e-mail as well.

15. GREEN INITIATIVES

Your Company has taken several green initiatives which include:

Conducting Paperless Board/Committee Meetings;

Emailing Annual Reports and other documents to shareholders who have opted for the sameon email.

16. CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to the requirements of Regulation34 read with Schedule V of the Listing Regulations forms part of this Report. Acertificate from the Practising Company Secretary confirming compliance of conditions ofCorporate Governance as stipulated in Part E of the Schedule V of the Listing Regulationsis annexed to the Corporate Governance Report.

17. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report as stipulated under the Listing Regulationsis presented in a separate Section forming part of this Annual Report.

18. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act and Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in Form No. MGT 9 is attached as Annexure-2 to this report.

ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V ofthe Act. Accordingly no disclosure or reporting is required in respect of details relatingto deposits covered under this Chapter.

iii. Loans Guarantees and Investments: The details of Loans Guarantees andInvestments covered under Section 186 of the Act form part of the notes to the financialstatements.

iv. Particulars of Contracts or Arrangements with the Related Parties: There were norelated party transactions during the year.

v. Significant or Material orders: There are no significant or material orders passedby the Regulators or Courts or tribunal impacting the going concern status of the Companyand its future operations.

vi. Vigil Mechanism/Whistle Blower Policy: The Company has a vigil mechanism pursuantto which a Whistle Blower Policy is in place. The Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. This Policy is hosted onthe Company's website (http: //www.http://mnil.in/pdf/policies/Whistle_Blower_Policy.pdf). The details of Vigil Mechanism(Whistle Blower Policy) adopted by the Company have been disclosed in the CorporateGovernance Report attached to this report and form an integral part of this report.

vii. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo: Most of the information as required under Section 134 of the Act read with Rule 8Companies (Accounts) Rules 2014 as amended is not applicable. However the informationhas been given in Annexure 3 and forms part of this Report.

viii. Particular of Employees: Details as required under the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended which form part of theDirectors' Report will be made available to any shareholder on request as per provisionsof Section 136(1) of the said Act.

ix. Details of internal financial controls with reference to the financial statements:The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational. This includes itsdesign implementation and maintenance along with periodical internal review ofoperational effectiveness and sustenance which are commensurate with the nature of itsbusiness and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.

The internal financial controls with reference to the financial statements wereadequate and operating effectively.

19. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Act your Directors based on the representationreceived from the management confirm that: in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; 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 as on March 31 2017and of the profits of the company for the year ended March 31 2017; the directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; the directors had preparedthe annual accounts on a going concern basis; the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively; and the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received fromthe Central and State Government Authorities. Your Directors thank the ShareholdersBanks Customers Vendors and other business associates for the confidence reposed in theCompany and its management and look forward to their continued support. The Board placeson record its appreciation for the dedication and commitment of the employees at alllevels which has continued to be our major strength.

For and on behalf of the Board
Mega Nirman & Industries Limited
Place : New Delhi Varun Gaur Monendra Srivastava
Date : August 28 2017 Director Director

Annexure-3

Disclosure under Section 134(3)(M) of the Companies Act 2013 read with Companies(Accounts) Rules 2014.

A. CONSERVATION OF ENERGY:

Since during the Financial Year 2016-17 the Company was not involved in anymanufacturing or processing activities the particulars as per the Rule8 of the Companies(Accounts) Rules 2014 regarding conservation of energy are not applicable.

B. TECHNOLOGY ABSORPTION

Since during the Financial Year 2016-17 the Company was not involved in anymanufacturing or processing activities the particulars as per the Rule8 of the Companies(Accounts) Rules 2014 regarding technology absorption are not applicable.

C. FOREIGN EXCHANGE EARNING AND OUTGO None