To the Members
Mega Nirman & Industries Limited
Your Directors have pleasure in presenting the 36th Annual Report together with audited financial statements & accounts for the financial year ended March 31 2019.
1. FINANCIAL RESULTS
|(Amount in Lakhs)|
Year ended March 31 2019
Year ended March 31 2018
|Net Profit / (Loss) before Exceptional and Extraordinary items and Tax||22.70||33.50|
|Net Profit/(Loss) before Tax (PBT)||22.70||33.50|
|Provision for Income Tax-Current||6.13||8.63|
|Provision for Deferred Tax||0.01||0.01|
|Profit for the period||16.56||24.86|
The Financial Statement in accordance with the Companies Act 2013 (the Act) Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (`SEBI Listing Regulations') and applicable Accounting Standards forms 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 tiles cement paints adhesive sheets roofing glass concrete mixtures and any other building or decorative materials made of cement precious stone.
Our Company is planning to explore new avenues of business including Acquisition of a Running Manganese Mines at Ramtek Nagpur Maharashtra Joint Venture in a PL granted Manganese Mines at Balaghat Madhya Pradesh Joint Venture in an Export Grade Black
Granite Mines with Export Oriented Unit at Sidhi Singrauli Madhya Pradesh Joint Venture in an Iron Ore Mines at Sundargarh District Bhuvaneshwar Odisha and Acquisitions of a Tea Garden of 717 acres of Estate with Pineapple Orchard near Siliguri West Bengal.
3. DIVIDEND AND TRANSFER TO RESERVES
During the year under review the Company has not earned much profit and hence your Director proposes to plough back the profits in the business of the Company and create reserve for the Company. Accordingly the Board of Directors has not recommended any dividend for the financial year 2018-19.
4. CAPITAL STRUCTURE / STOCK OPTION
Authorised Share Capital:
The authorized share capital of the Company as at March 31 2019 was Rs. 4 25 00000/-
Paid-up Share Capital:
The paid-up share capital as at March 31 2019 stands at Rs. 33475000/- comprising of 3347500 equity shares of Rs. 10/- each fully paid up.
There was no public issue right issue bonus issue or preferential issue etc. during the year. The Company has neither issued shares with differential voting rights sweat equity 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 rules made 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. Ms. Ruma Mukherjee||Independent Director||December 09 2014||August 24 2018|
|2. Mr. Varun Gaur||Independent Director||January 27 2017||-|
|3. Mr. Monendra Srivastava||Independent Director||May 05 2016||-|
|4. Mr. Anand Rai||Director||August 11 2018||-|
|5. Ms. Meenu Paliwal||Additional Director (Non-Executive Woman Independent Director)||March 26 2019||August 10 2019|
|6. Mr. Ramesh Jha||Additional Director (Executive Director)||August 10 2019||-|
|7. Mrs. Sushma Jain||Additional Director (Non-Executive Woman Independent Director)||August 26 2019||-|
Ms. Ruma Mukherjee Director of the Company have resigned from the services of the Company w.e.f. August 24 2018.
Further the Board in its meeting held on March 26 2019 appointed Ms. Meenu Paliwal as an additional Director of the Company who shall hold office up to the date of ensuing Annual General Meeting of the Company.
Ms. Meenu Paliwal Director of the Company have resigned from the services of the Company w.e.f. August 10 2019.
The Board in its meeting held on August 10 2019 appointed Mr. Ramesh Jha as an additional Director (Executive Director) of the Company who shall hold office up to the date of ensuing Annual General Meeting of the Company.
Mrs. Sushma Jain appointed as an additional Director (Non-Executive Women Independent Director) of the Company w.e.f. 26.08.2019 who shall hold office up to the date of ensuing Annual General Meeting of the Company.
Key Managerial Personnel
In compliance with the provisions of Section 203 of the Companies Act 2013 and rules made thereunder the following are the Key Managerial Personnel's of the Company designated:
|Sr. Name of Director No.||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||-|
Further the Board in its meeting held on March 26 2019 re-appointed Mr. Narayanjee Thakur as a Whole Time Director of the Company subject to the approval of the shareholders in ensuing Annual General Meeting.
Further Ms. Mitashi Bisaria Company Secretary & Compliance Officer and Ms. Harshita Kaushik Chief Financial Officer have resigned w.e.f. May 31 2019 and May 06 2019 respectively. The Board had appointed Ms. Kanika Mehra as Company Secretary & Compliance Officer W.e.f. 10.08.2019.
Retirement by rotation: In Current Composition of Board of Directors of the Company Mr. Anand Rai (DIN: 06855524) Director retires by rotation and being eligible offers himself for re-appointment
6. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16(1)(b)of the Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied 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 the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013.
During the year ended March 31 2019 the Board met 6 times Audit Committee met 5 times and Nomination & Remuneration Committee met 5 times. The details of Board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report which forms a part of this Report.
Further all the recommendations of Audit Committee were accepted by the Board of Directors.
8. INDEPENDENT DIRECTORS MEETING
During the Financial Year 2018-2019 one meeting of the Independent Directors was held on 11.03.2019 to discuss the evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole evaluation of the performance of the Chairman of the Company taking into account the views of the executive and non-executive Directors and evaluation of the quality content and timeliness of the flow of information between the management 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 selection of Board of Directors KMP and their remuneration. In case of appointment of independent Directors the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January 2017 with respect to Guidance Note on Board Evaluation the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2018-19. A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report.
11.AUDITORS & AUDIT REPORTS
M/s. ASHM & Associates Chartered Accountants (Firm Registration No. 005790C) were appointed as statutory auditors of the company at the Annual General Meeting (AGM) held on 28th September 2018 for a term of four years i.e. from conclusion of 35th AGM till the conclusion of 39th AGM of the company to be held in year 2022 pursuant to Section 139 of the Companies Act 2013.
The requirement for the annual ratification of the auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018.
The Auditors' Report for the financial year ended 31st March 2019 on the financial statements of the Company forms a part of this Annual Report. There are no qualifications reservations adverse remarks disclaimer or emphasis of matter in the Auditors' Reports.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors in its meeting held on May 30 2019 had appointed M/s Shalu Singhal & Associates (COP No. 12329) to undertake the Secretarial Audit of the Company for the Financial Year 2018-19. The Secretarial Auditors have submitted their report confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification reservation or adverse remark or disclaimer. The Secretarial Audit Report is 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 the second proviso of Section 143 (12) of the Companies Act 2013.
The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management. The operating managers are responsible for identifying and putting in place mitigation plan for operational and process risks. Key strategic and business risks are identified and managed by the senior leadership team in the organization.
The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting 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 Management Committee but our Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures.
The Company takes pride in the commitment competence and dedication shown by its employees in all areas of business. The Company is committed to nurturing enhancing and retaining talent through superior Learning & Organizational Development.
The Company believes that our people are our biggest assets and hence we invest in productive training programs for them. The Company encourages people to explore opportunities 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 fostering a conducive work environment that enhances professional and personal growth. Our strong team culture of mutual trust oneness learning care and concern is a key inspiration to meet tomorrow's challenges.
The Company has also adopted a Policy on Prevention of Sexual Harassment at workplace for the financial year 2018-19 Company has not received any complaint under the Sexual Harassment 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 the Company hence no particulars are required to be furnished in this report.
In its endeavour to improve investor services your Company has taken the following initiatives:
An Investor Section on the website of the Company www.mnil.in has been created.
There is a dedicated e-mail id firstname.lastname@example.org for sending communications to the Company Secretary.
Members may lodge their requests complaints and suggestions on this e-mail as well.
In compliance with Regulation 34 of the Listing Regulations a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this report.
A certificate from the Practising Company Secretary confirming compliance of conditions of Corporate Governance as stipulated in Part E of the Schedule V of the Listing Regulations is annexed to the Corporate Governance Report as Annexure I.
17.MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report as stipulated under the Listing Regulations is 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 Rule 12 of the Companies (Management and Administration) Rules 2014 the extract of the Annual Return 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 to maintain the cost records and accounts as specified under section 148 of Companies Act 2013 as it not applicable on the Company.
iii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.
iv. Loans Guarantees and Investments: The details of Loans Guarantees and Investments covered 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 no related party transactions during the year as specified under section 188 of Companies Act 2013.
vi. Significant or Material orders: There are no significant or material orders passed by the Regulators or Courts or tribunal impacting the going concern status of the Company and its future operations.
vii. Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act 2013 and Regulation 22 of the Listing Regulations. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. This Policy is hosted on the Company's website:
(http://mnil.in/pdf/termsandconditions/small_Whistle_Blower_Policy.pdf). The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report attached to this report and form an integral part of this report.
viii. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo: Most of the information as required under Section 134 of the Act read with Rule 8 companies (Accounts) Rules 2014 as amended is not applicable. However the information has been given in Annexure 3 and forms part of this Corporate Governance Report.
ix. Particular of Employees: Details as required under the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended which form part of the Directors' Report will be made available to any shareholder on request as per provisions of Section 136(1) of the said Act
. x. Sexual Harassment: Your Directors state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition 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 financial reporting. These are reviewed periodically and made part of work instructions or processes in the Company. The Company continuously tries to automate these controls to increase its reliability. This ensures orderly and efficient conduct of its business including adherence to the Company's policies safeguarding of its assets prevention of errors accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The internal financial controls with reference to the financial statements were adequate and operating effectively.
xii. Details of Holding Subsidiary Joint Venture and Associate Company: The Company does not have any Holding Subsidiary or Associate Company and does have any joint venture during the period under review.
19. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134(5) of the Act your Directors based on the representation received from the management confirm that:
in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31 2019 and of the profits of the company for the year ended March 31 2019;
the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively;
the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders Banks Customers Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels which has continued to be our major strength.
|For and on behalf of the Board|
|Mega Nirman & Industries Limited|
|Place : New Delhi ||Narayanjee Thakur||Anand Rai|
|Date : 26.08.2019 ||Whole-Time Director||Director|
|DIN: 00445013||DIN: 06855524|