To the Members
Mega Nirman & Industries Limited
Your Directors have pleasure in presenting the 37th Annual Report togetherwith audited financial statements & accounts for the financial year ended March 312020.
1. FINANCIAL RESULTS
|Particulars ||Year ended March 31 2020 ||Year ended March 31 2019 || |
|Income ||214.81 ||239.85 || |
|Total Expenditure ||197.43 ||217.15 || |
|Net Profit / (Loss) before Exceptional and Extraordinary items and Tax ||17.38 ||22.70 || |
|Extraordinary items ||- ||- || |
|Net Profit/(Loss) before Tax (PBT) ||17.38 ||22.70 || |
|Provision for Income Tax-Current ||4.75 ||6.13 || |
|Provision for Deferred Tax ||(0.88) ||0.01 || |
|Profit for the period ||13.52 ||16.56 || |
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.
2. STATE OF COMPANY'S AFFAIR & OPERATIONS
The Company is involved in the business of deal in bricks sand stone marble tilescement paints adhesive sheets roofing glass concrete mixtures and any otherbuilding or decorative materials made of cement precious stone.
Our Company is planning to wants to carry on the business related to acquiring dealingin other precious metals precious stones jewellery and buying selling and dealingwholesale and retailing in precious metals precious stones jewellery and articles madeof precious metals precious stones articles of virtue and objects of art.
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 2019-20.
4. CAPITAL STRUCTURE / STOCK OPTION Authorised Share Capital:
The authorized share capital of the Company as at March 31 2020 was Rs. 4 2500000/- Paid-up Share Capital:
The paid-up share capital as at March 31 2020 stands at Rs. 33475000/- comprisingof 3347500 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.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Section 152 of the Companies Act 2013 and rulesmade thereunder the following are the Directors of the Company designated as follows:
|Sr. No. ||Name of Director ||Designation ||Date of Appointment ||Date of Cessation |
|1. ||Mr. Varun Gaur ||Independent Director ||January 27 2017 ||- |
|2. ||Mr. Monendra Srivastava ||Independent Director ||May 05 2016 ||- |
|3. ||Mr. Anand Rai ||Director ||August 11 2018 ||- |
|4. ||Ms. Meenu Paliwal ||Additional Director (Non-Executive Woman Independent Director) ||March 26 2019 ||August 10 2019 |
|5. ||Mr. Ramesh Jha ||Additional Director (Executive Director) ||August 10 2019 ||December 18 2019 |
|6. ||Mrs. Sushma Jain ||Additional Director (Non-Executive ||August 26 2019 ||- |
| || ||Woman Independent Director) || || |
Ms. Meenu Paliwal Director of the Company have resigned from the services of theCompany w.e.f. August 10 2019.
Mr. Ramesh Jha Director of the Company have resigned from the services of the Companyw.e.f. December 18 2019.
Mrs. Sushma Jain appointed as an additional Director (Non-Executive Women IndependentDirector) of the Company w.e.f. 26.08.2019 who has been regularized in 2019 AGM.
Key Managerial Personnel
In compliance with the provisions of Section 203 of the Companies Act 2013 and rulesmade thereunder the following are the Key Managerial Personnel's of the Companydesignated:
|Sr. No. ||Name of Director ||Designation ||Date of Appointment ||Date of Cessation |
|1. ||Mr. Narayanjee Thakur ||Whole Time Director ||January 27 2018 ||- |
|2. ||Ms. Mitashi Bisaria ||Company Secretary ||January 27 2018 ||May 31 2019 |
|3. ||Ms. Harshita Kaushik ||Chief Financial Officer ||January 27 2018 ||May 06 2019 |
|4. ||Ms. Kanika Mehra ||Company Secretary ||August 10 2019 ||- |
|5. ||Mr. Himanshu Gopal ||Chief Financial Officer ||August 27 2019 ||- |
Further the Board in its meeting held on August 31 2019 re-appointed Mr. Narayanj eeThakur as a Whole Time Director of the Company subject to the approval of theshareholders in ensuing Annual General Meeting.
Further Ms. Harshita Kaushik Chief Financial Officer and Ms. Mitashi Bisaria CompanySecretary & Compliance Officer have resigned w.e.f. May 06 2019 and May 31 2019respectively. The Board had appointed Ms. Kanika Mehra Company Secretary & ComplianceOfficer and Mr. Himanshu Gopal Chief Financial Officer W.e.f. August 10 2019 andNovember 27 2019 respectively..
Retirement by rotation: In Current Composition of Board of Directors of the CompanyMr. Anand Rai (DIN: 06855524) Director retires by rotation and being eligible offershimself for re-appointment.
6. 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(including any statutory modification(s) or re-enactment(s) thereof forthe time being in force). The Independent Directors have also confirmed that they havecomplied with the Company's code of conduct.
7. MEETINGS OF THE BOARD & COMMITTEE s
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 Companies Act 2013.
During the year ended March 31 2020 the Board met 6 times Audit Committee met 4times and Nomination & Remuneration Committee met 4 times. The details ofBoard/committee meetings and the attendance of Directors are provided in the CorporateGovernance Report which forms a part of this Report.
Further all the recommendations of Audit Committee were accepted by the Board ofDirectors.
8. INDEPENDENT DIRECTORS MEETING
During the Financial Year 2019-20 one meeting of the Independent Directors was held on24.03.2020 to discuss the evaluation of the performance of Non-Independent Directors andthe Board of Directors as a whole evaluation of the performance of the Chairman of theCompany taking into account the views of the executive and non-executive Directors andevaluation of the quality content and timeliness of the flow of information between themanagement and Board which is necessary for the Board to perform its duties.
9. APPOINTMENT AND REMUNERATION POLICY
The Company has formulated a remuneration policy which provides the manner of selectionof Board of Directors KMP and their remuneration. In case of appointment of independentDirectors the Nomination and Remuneration Committee shall satisfy itself with regard toindependent nature of the Directors viz-a- viz the company so as to enable the Board todischarge its performance and duties effectively.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBIdated 5th January 2017 with respect to Guidance Note on Board Evaluation the evaluationof the annual performance of the Directors/Board/Committees was carried out for thefinancial year 2019-20. A statement on annual evaluation by the Board of its performanceand performance of its Committees as well as Individual Directors forms part of theCorporate Governance Report.
11. AUDITORS & AUDIT REPORTS
M/s. ASHM & Associates Chartered Accountants (Firm Registration No. 005790C) wereappointed as statutory auditors of the company at the Annual General Meeting (AGM) held on28th September 2018 for a term of four years i.e. from conclusion of 35thAGM till the conclusion of 39th AGM of the company to be held in year 2022pursuant to Section 139 of the Companies Act 2013.
The requirement for the annual ratification of the auditor's appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018.
The Auditors' Report for the financial year ended 31st March 2020 on thefinancial statements of the Company forms a part of this Annual Report. There are noqualifications reservations adverse remarks disclaimer or emphasis of matter in theAuditors' Reports.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors in its meetingheld on June 30 2020 had appointed M/s Shalu Singhal & Associates (COP No. 12329) toundertake the Secretarial Audit of the Company for the Financial Year 2019-20. TheSecretarial Auditors have submitted their report confirming compliance by the Company ofall the provisions of applicable corporate laws. The Report does not contain anyqualification reservation or adverse remark or disclaimer. The Secretarial Audit Reportis annexed herewith as Annexure-1 to this report.
Details in respect of frauds reported by auditors under section 143(12):
None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013.
12. RISK MANAGEMENT
The Company has a well-defined process to ensure risks are identified and steps totreat them are put in place at the right level in the management. The operating managersare responsible for identifying and putting in place mitigation plan for operational andprocess risks. Key strategic and business risks are identified and managed by the seniorleadership team in the organization.
The Company's approach to addressing business risks is comprehensive and includesperiodic review of such risks and has established a framework for mitigating controls andreporting mechanism of such risks. Some of the risks that the Company is exposed to are:(i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks.
Further The Company is not mandatorily required to constitute Risk ManagementCommittee but our Company has laid down procedure to inform Board Members about the riskassessment and minimization procedures.
13. HUMAN RESOURCES
The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business. The Company is committed to nurturing enhancing andretaining talent through superior Learning & Organizational Development.
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 also adopted a Policy on Prevention of Sexual Harassment at workplacefor the financial year 2019-20 Company has not received any complaint under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
14. CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 135 of the Companies Act 2013 are not applicable on theCompany hence no particulars are required to be furnished in this report.
15. 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. mnilfugmail. com for sendingcommunications to the Company Secretary.
Members may lodge their requests complaints and suggestions on this e-mail as well.
16. CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance formsan integral part of this report.
A certificate from the Practising Company Secretary confirming compliance of conditionsof Corporate Governance as stipulated in Part E of the Schedule V of the ListingRegulations is annexed to the Corporate Governance Report as "Annexure I".
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. Disclosure under Section 148 of Companies Act 2013: Company is not required tomaintain the cost records and accounts as specified under section 148 of Companies Act2013 as it not applicable on the Company.
iii. Deposits: The Company did not invite/accept any deposits covered under Chapter Vof the Act. Accordingly no disclosure or reporting is required in respect of detailsrelating to deposits covered under this Chapter.
iv. Loans Guarantees and Investments: The details of Loans Guarantees and Investmentscovered under Section 186 of the Act form part of the notes to the financial statements.
v. Particulars of Contracts or Arrangements with the Related Parties: There were norelated party transactions during the year as specified under section 188 of CompaniesAct 2013.
vi. 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.
vii. Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated aWhistle Blower Policy which is in compliance with the provisions of Section 177 (10) ofthe Companies Act 2013 and Regulation 22 of the Listing Regulations. The Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. This Policyis hosted on the Company's website: (http://mnil.in/pdf/termsandconditions/small WhistleBlower Policy.pdf). The details of Vigil Mechanism (Whistle Blower Policy) adopted by theCompany have been disclosed in the Corporate Governance Report attached to this report andform an integral part of this report.
viii. 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 Corporate Governance Report.
ix. 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.
x. Sexual Harassment: Your Directors 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.
xi. Details of internal financial controls with reference to the financial statements:The Company has put in place adequate internal financial controls over financialreporting. These are reviewed periodically and made part of work instructions or processesin the Company. The Company continuously tries to automate these controls to increase itsreliability. This ensures orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention of errorsaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
xii. Details of Holding Subsidiary Joint Venture and Associate Company: The Companydoes not have any Holding Subsidiary or Associate Company and does have any joint ventureduring the period under review.
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 the applicable accounting standardshad been followed along with proper explanation relating to material departures;
the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as on March 31 2020 andof the profits of the company for the year ended March 31 2020;
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;
the directors had prepared the annual accounts on a going concern basis;
the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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