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Meglon Infra-Real (India) Ltd.

BSE: 511367 Sector: IT
NSE: N.A. ISIN Code: INE218B01018
BSE 00:00 | 24 Sep 3.57 0.15
(4.39%)
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3.59

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NSE 05:30 | 01 Jan Meglon Infra-Real (India) Ltd
OPEN 3.59
PREVIOUS CLOSE 3.42
VOLUME 454
52-Week high 3.96
52-Week low 3.42
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.59
CLOSE 3.42
VOLUME 454
52-Week high 3.96
52-Week low 3.42
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Meglon Infra-Real (India) Ltd. (MEGLONINFRA) - Director Report

Company director report

To

The Members

MEGLON INFRA-REAL (INDIA) LIMITED

Your Directors presenting their 32nd Annual Report on the business andoperations of the Company and statement of accounts for the year ended 31stMarch 2020.

Financial Summary/Highlights:

During the financial year the performance of the Company is as under:

Particulars 2019-20 2018-19
Total Income - 300000
Less: Expenses (75000) (697867)
Profit/ (Loss) before exceptional and extraordinary items and tax (75000) (397867)
Exceptional items - -
Profit/(Loss) before extraordinary items and tax (75000) (397867)
Less: extraordinary items - -
Profit before tax (75000) (397867)
Current Tax - -
Deferred Tax - -
Profit (Loss) After Taxation (75000) (397867)

Overview of Company's Financial Performance:

During the year under review there is no Income from Sales and Services was againstRs. 300000/- in the previous year. The Company has suffered a net loss of Rs. (75000)in the current financial year and net loss of Rs. (397867) in the previous financialyear.

Transfer to reserves:

During the financial year the Company did not transfer any amount to reserve.

Dividend:

Considering the fact that the Company has suffered a loss your Directors have decidednot to recommend any dividend on the equity shares for the year ended March 31 2020.

Impact of COVID-19:

The Company is mainly engaged in the business of Real Estate Business. In the recentpast management of the Company has been changed with respect to transferred of ownership.New management of the Company not yet started the operational and business activities ofthe Company and still looking for various possibilities to start business opportunitiesfor the Company. However due to the uncertainties during this pandemic which continuesto be a national and global crisis we are unable to gauge the overall economic impact inthe near term and it may further impact on our business when Company starts the business.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year.Public Deposits:

During the financial year 2019-20 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

Subsidiaries Associate and Joint venture Companies:

As on March 31 2020 according to Companies Act 2013 and rules made there under theCompany does not have any Subsidiary Company Associate Company and Joint Venture Company.Hence ‘Form AOC - 1' is not applicable.

Directors and Key Managerial Personnel:

During the financial year 2019-2020 there is no Change in the Composition of Board ofDirectors and Key Managerial Personnel.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

During the financial year there were no such orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.

Adequacy of Internal Financial Control:

Subject to the matters described by Statutory Auditor in their report on the financialstatements of the Company the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively.

Committees of the Board

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

Details of the said Committees along with their charters compositions and meetingsheld during the financial year are provided in the "Report on Corporate Governance‘Annexure D' as a part of this Annual Report.

Establishment of Vigil Mechanism:

The Company has established and adopted Vigil Mechanism and the policy (Whistle BlowerPolicy) thereof for directors and employees of the Company in accordance with Section 177of the Companies Act 2013 or any other provisions of Companies Act 2013 as well asRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements Regulations 2015).During the year under review no personnel of the Company approached the Audit Committeeon any issue falling under the said policy. The vigil mechanism policy is available on thewebsite of the Company at link: http://www. meglonindia.in/investors.asp

Particulars of remuneration to employees:

Pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of remuneration to the Directors and employees of the Company and the detailsof the ratio of remuneration of each director to the median employee's remuneration is notrequired to annexed herewith with this Report as the Company does not have any employee onits payroll as on March 31 2019 & March 31 2020.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as ‘Annexure C'.

Corporate Governance Report:

As required by Chapter IV read with Schedule V Part C of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance form partof this Annual Report as ‘Annexure D'

Auditors:

a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 the Board recommends the appointment of M/s. NSVR &ASSOCIATES LLP Chartered Accountants (FRN: 008801S/S200060) to hold office fromconclusion of ensuing Annual General Meeting till the conclusion of Next Annual GeneralMeeting i.e. up to Annual General Meeting to be held for the financial year ended 31st

March 2021 to conduct Audit for the financial years 2020-21 as the Statutory Auditorsof the Company.

The consent of the Auditors along with certificate under Section 139 of the Act havebeen obtained from the Auditors to the effect that their appointment if made shall be inaccordance with the prescribed conditions and that they are eligible to hold the office ofAuditors of the Company.

Necessary resolution for of appointment of the said Auditors is included in the Noticeof AGM for seeking approval of members.

Explanations by the Board on qualification reservation or adverse remark or disclaimermade by the:

b) Secretarial Auditor:

Directors have appointed M/s. AVS and Associates Practicing Company Secretaries toconduct the Secretarial Audit of the Company for the financial year 2019-2020 as requiredunder Section 204 of the Companies Act 2013 and rules made thereunder. SecretarialAuditor for the financial year 2019-2020 forms part of the Directors Report as‘Annexure B' to the Board's report.

• Company secretary in practice in his Secretarial Audit Report:

The Qualifications/Observations given by the Company secretary in practice in hisSecretarial Audit Report for the financial year 2019-2020 is as follows:

Observations Director Reply
Composition of Nomination & Remuneration Committee is not as per provisions of Section 178 of the Companies Act 2013 The Company has taken noting of the same and also initiated the requisite process to meet the requirements of Section 178 of the Companies Act 2013.
As on March 31 2020 the Company has not appointment Internal Auditor under Section 138 and Whole-Time Company Secretary & Chief Financial Officer as required under section 203 of Companies Act 2013. Management has taken reasonable steps to appoint suitable candidates/persons for the said position considering the financial position of the Company. As on date the Company has Internal Auditor and Whole-Time Company Secretary & Chief Financial Officer in place as required under the Companies Act 2013.
Various ROC forms required to be filed under various sections of the Companies Act 2013 were not filed including appointment of Managing Director & Whole-Time Director and in few circumstances forms were filed with delay. Further the Form ACTIVE (INC- 22A) not filed by the Company hence the status of the Company is Active NonCompliant in the ROC records Due to some technical reasons the company has not filed Form ACTIVE (INC-22A) with the ROC consequently the company was not able file various ROC Forms. However the company has initiated the required actions to comply with the same.
As per records there were some investments made by the Company in equity share capital of other companies. New Management of the Company has taken noting of the same and stared the process to identify its status. Very soon the company will
However the management is unable to give details of status of said investments as on date. Hence we are unable to comment on compliances required to be made pursuant to the said investments as per Companies Act 2013 & other applicable laws identify its status and provide requisite clarifications in the notes to accounts of the financial result after getting proper clarity on it.
Newspapers Publications for the AGM held on 30th September 2019 as required under section 108 the Companies Act 2013 were not found in the records of the Company Due to some internal administrative changes relevant newspapers are not traceable. The company will search the same and provide to the auditor.
Some portion of the promoters holding is still in physical form as against the requirement of 100% holding in dematerialized form under Regulation 31(2) of SEBI (LODR) 2015 There are minor i.e. 200 shares which is 0.009% of Total Promoters holding not in demat form. However the company has initiated the process for its dematerialization.
The structured digital database as required to be maintained under Regulation 3(6) of SEBI (PIT) Regulation 2015 not maintained as on 31stMarch 2020 The Company has maintained excel sheets with password protected for ensuring requirements of Regulation 3(6) of SEBI (PIT) 2015 as on March 31 2020.Currently the Company is in process for setting up of the same in digital format.

Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:

Your Company has not issued any shares to the employees of the Company under theEmployee Stock Option Scheme Sweat Equity and with differential voting rights in theprevious financial year.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual return in the prescribed format is annexed herewith as ‘Annexure A' to theBoard's report.

Number of Meetings of the Board:

During the financial year 4 (Four) Board Meetings were held the details of which aregiven in the Corporate Governance Report forming part of the Annual Report.

Director's Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended on 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures

b) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit/loss of the Company for the year ended on that date;

c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended on 31stMarch 2020 on a ‘going concern' basis.

e) That Directors had laid down adequate financial controls and that the financialcontrols were adequate and were operating effectively.

f) That Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws all applicable secretarial standards were in place and were inadequate up to some extent.

Policy on Director's appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters under Sub-section (3) of Section 178 of the Companies Act 2013 adoptedand altered by the Board and available at http://www.meglonindia.in/investors.asp

Maintenance of Cost Records:

Maintenance of Cost Records as specified by Central Government under Sub-Section 1 ofsection 148 of the Companies Act 2013 is not applicable to the Company so it's notrequired to maintain by the Company.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. During the year there were no complaints filed against any of theemployees of the Company under this Act.

Disclosure Under Section 43(A)(Ii) of the Companies Act 2013:

During the year the Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

Disclosure Under Section 54(1)(D) of the Companies Act 2013:

During the year the Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

Disclosure Under Section 62(1)(B) of the Companies Act 2013:

During the year the Company has not issued any equity shares under Employees StockOption Scheme during the year under review and hence no information as per provisions of

Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.

Particulars of loans guarantees or investments under Section 186:

During the financial year 2019-2020 there are no such transactions transacted by theCompany and hence particulars of details of loans guarantee security or investmentscovered under Section 186 of the Companies Act 2013 are not required to be furnished.Additionally mentioned in details in the notes to accounts of financial statements.

Particulars of contracts or arrangements made with related parties:

The Company has not entered in to any transactions/contracts/arrangements referred toin Section 188 (1) of Companies Act 2013 with related party (ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013. Hence ‘Form AOC - 2' is notapplicable.

Corporate Social Responsibility (CSR):

The Company is not falling in any criteria as mentioned in Section 135 of the Act readwith Companies (Corporate Social Responsibility Policy) Rules 2014 the Act. Henceprovision of CSR is not applicable to the Company.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. During the year there were no complaints filed against any of theemployees of the Company under this Act.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report:

There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented recommendedby the Audit Committee and approved by Board of Directors. The Risk Management Policy isavailable at http://www.meglonindia.in/investors.asp. In the opinion of the board thebelow given risks may threaten the existence of the Company:

External Risk Factors:

a. Economic Environment

b. Market conditions

c. Competition

d. Technology

Internal Risk Factors:

a. Contractual Compliance

b. Environmental Management

c. Human Resource Management

d. Change in the Management

Secretarial standards compliance:

The Institute of Company Secretaries of India a Statutory Body has issued SecretarialStandards on various aspects of corporate law and practices. The Company has devisedproper system to ensure compliance with the provisions of all applicable SecretarialStandards issued by the Institute of Company Secretaries of India and that such systemsare adequate and operating effectively.

Board Evaluation:

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and Individual Directors. ScheduleIV of the Companies Act 2013 and regulation 17 (10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The Policy forEvaluation of performance of Board of Directors of the Company is available at website ofthe Company available at http://www.meglonindia.in/investors.asp

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistancesupport and co-operation received from the Banks Government Authorities and Shareholdersduring the year under review.

By Order of the Board of Directors Meglon Infra-Real (India) Limited

SD/-

Inderjit K Sharma Director and Chairman DIN: 07937704

22 Prathibha Row House Honey Park Road Adajan Surat Gujarat 395009 India Date:29/08/2020 Place: Gujarat

.