Your Directors have presented their 8thAnnual Report on the business andoperations of your Company along with Audited Financial Statements for the Financial Yearended 31st March 2021.
The Companys financial performance for the year under review along with previousyear figures is given hereunder: (AmountinLakh)
| ||2020-2021 ||2019-2020 |
|Revenue from Operations ||508.27 ||2454.10 |
|Other Income ||3.59 ||26.70 |
|Total Revenue ||511.86 ||2480.80 |
|Total Expenses ||499.68 ||2490.04 |
|Profit Before Tax ||12.18 ||-9.23 |
|Provision for Taxation: || || |
|(i)CurrentIncomeTax ||2.50 ||1.25 |
|(ii)DeferredTax ||1.01 ||-3.46 |
|ProfitafterIncomeTax ||8.67 ||-7.03 |
2. FINANCIAL REVIEW:
The Company has reported total income of Rs.511.86Lakh for the current year as comparedto Rs.2480.80 Lakh in the previous year. The Net Profit/Loss for the year under reviewamounted to Rs.8.67Lakh in the current year as compared to -Rs.7.03 Lakh in the previousyear. The company is striving hard to continuously improve its business operations.
3. DIVIDEND AND RESERVES:
Your Directorsdo not recommend the payment of dividend for the year ended 31stMarch 2021.
No amount was transferred to Reserves and Surplus during the year 2020-21.
4. CHANGE IN THE NATURE OF BUSINESS:
There were no changes in the nature of the business of your Company during the yearunder review.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The Company on its meeting held on 28th August 2021 has approved the Changein Object Clause by replacing the Old object clause with New subject to approval of theMembers in Annual General Meeting of the Company.
The Company has also considered and approved proposal of Shifting of Registered Officeof the Company in its board meeting held on 28th August 2021 from the State ofRajasthan to the State of West Bengal subject to approval of members and concernedauthorities.
Except this there are no material changes.
6. SHARE CAPITAL OF THE COMPANY
During the year under review there was no change in the Capital Structure of theCompany. The Share Capital of the Company as at 31st March 2021 is as: Rs.107100000/-
Authorized Share Capital
? The authorized share capital of the Company is Rs. 110000000/- (Rupees ElevenCrore only) divided into 11000000/- (One crore Ten lakh) equity shares of Rs. 10/-(Rupees Ten only).
Issued Paid-up Share Capital and Subscribed Share Capital
? Issued Paid-up Share Capital
Theissued and paidup share capital of the Company is Rs. 107100000 /- (Rupees TenCrore SeventyOne Lakh only) divided into 10710000 (One Crore Seven Lakh Ten Thousand)Equity Shares of Rs. 10 /- (Rupees Ten only).
No bonus shares were issued during the year under review. The Company did not make anyallotment through ESOPs during the year.
7. EXTRACTS OF ANNUAL RETURN:
In accordance with section 92(3) of the Companies Act 2013 an extract of AnnualReturn for the financial year ended 31st March 2021 in the prescribed formatis appended to this Report as
8. CORPORATE OFFICE OF THE COMPANY:
During the year under review to carry commercial operation in the state of West BengalCompany has opened branch office at 54/1 Jessore Road Bye lane 2 Beside Rupkatha CinemaHall Hijalpukuria Habra - 743263 West Bengal w.e.f 24th March 2021.
Furtherthe Company has decided to maintain a corporate office at Unit No. 708 7thFloor ECO CentreBlock-EM-4 Sector-V Salt Lake Kolkata- 700091 WB INwith effect from 14thApril 2021 and Kept 24Venkata Maistry Street 2nd Floor Mannady Chennai 600001 TamilNadu as its branch office.
9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There was no amount liable or due to be transferred to Investor Education andProtection Fund (IEPF) during the financial year ended March 31 2021.
10. DIRECTORS AND KEY MANAGERIAL PERSONNELAPPOINTMENT AND RESIGNATION:
|Sr. No Name ||Designation |
|1 Mr. Sudhir Ostwal ||Managing Director |
|2 Mrs. Shalini Jain ||Non-Executive Director |
|3 Mr. ShahulPasith Ibrahim Hameed1 ||Non-Executive and Independent Director |
|4 Mr. Devarshi Shah2 ||Non-Executive and Independent Director |
|5 Mrs. Hetal Vyas3 ||Non-Executive and Independent Director |
|6 Mr. Amit Yadav4 ||Non-Executive and Independent Director |
|7 Mr. Akash Tak5 ||Non-Executive and Independent Director |
|8 Mr. Mukesh Roy6 ||Non-Executive and Independent Director |
|9 Mr. Anand Mishra7 ||Non-Executive and Independent Director |
|10 Mr. Mukul Jain8 ||Non-Executive and Independent Director |
|11 Ms. Nisha Tolaram Bhagvani9 ||Company Secretary |
|12 Ms. Ankita Dutta10 ||Company Secretary |
|13 Mr. Vijay Kumar Jain11 ||Company Secretary |
|14 Mr. Hitesh Vora12 ||Non-Executive and Independent Director |
|15 Mrs. RajendiranKayalvizhi13 ||Chief Financial Officer (CFO) |
|16. Mr. DilipDuari ||Chief Financial Officer (CFO) |
Mr. ShahulPasith Ibrahim Hameed Non- Executive Independent Director of theCompany resigned from the Board due to personal reasons with effect from 30th June 2020. 2
Mr.Devarshi Shah Non-Executive Independent of the Company resigned from the Board due topersonal reasons with effect from 11th May 2021. 3
Mrs. Hetal Vyas wasappointed as Additional Non-Executive Independent Director on the Board with effect from 6th
July 2020 was regularized at the Annual General Meeting held on 25th
September 2020 andresigned from the Board due to personal reasons with effect from 21th
January 2021 4
Mr. Amit Yadavwas appointed as Additional Non-ExecutiveIndependent Director on the Board with effect from 28th
August 2020 wasregularized at the Annual General Meeting held on 25th
September 2020 andresignedfrom the Board due to personal reasons with effect from 21th
Mr. Akash Tak is appointed as Additional Non-Executive IndependentDirector on the Board with effect from 21th
January 2021 subject to approvalby members at the ensuing General Meeting of the Company. 6
Mr. Mukesh Roy isappointed as Additional Non-Executive Independent Director on the Board with effect from21th
January 2021 subject to approval by members at the ensuing GeneralMeeting of the Company and resigned from the Board due to personal reasons with effectfrom 11th
May 2021. 7
Mr. Anand Mishra is appointed as AdditionalNon-Executive Independent Director on the Board with effect from 11th
May 2021subject to approval by members at the ensuing General Meeting of the Company. 8
Mr.Mukul Jain is appointed as Additional Non-Executive Independent Director on the Board witheffect from 11th
May 2021 subject to approval by members at the ensuingGeneral Meeting of the Company. 9
Ms. Nisha Tolaram Bhagvani is appointed asCompany Secretary and Compliance Officer of the Company with effect from 6th
July 2020 and resigned due to personal reasons with effect from 21st
Ms. Ankita Dutta is appointed in the post of Company Secretary and ComplianceOfficer of the Company with effect from 21st
Mr. Vinaykumar Jain has resigned from the post of Company Secretary andCompliance Officer of the Company with effect from 30th
Mr. Hitesh Vora is appointed as Additional Non-Executive Independent Directoron the Board with effect from 28th
August 2020 was regularized at the AnnualGeneral Meeting held on 25th
Mrs. Rajendiran Kayalvizhi has resigned from the post of CFO and Mr. DilipDuarihas been appointed as CFO of the Company with effect from 28th
In accordance of the provision of section 152 of the Companies Act 2013 and Articlesof Association of the Company Mr. Sudhir Ostwal(DIN:6745493) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offersherself for re-appointment.
Mr. Akash Tak (DIN: 09013968) is appointed as a Additional Independent Director of theCompany not liable to retire by rotation by the Board in their meeting held on 21thJanuary 2021 and the same will be approved by members in ensuing General Meeting of theCompany.
Ms. Ankita Dutta is appointed as Company Secretary and Compliance officer of theCompany with by the Board in their meeting held on 21st January 2021.
Mr. Anand Mishra (DIN:08881898) is appointed as a Additional Independent Director ofthe Company not liable to retire by rotation by the Board in their meeting held on 11thMay 2021and the same will be approved by members in ensuing General Meeting of theCompany.
Mr. Mukul Jain (DIN:09163240) is appointed as a Additional Independent Director of theCompany not liable to retire by rotation by the Board in their meeting held on 11thMay 2021and the same will be approved by members in ensuing General Meeting of theCompany.
Brief profile of the Director being re-appointed as required under Regulations 36(3) ofListing Regulations 2015 and Secretarial Standard on General Meetings are provided in thenotice for the AGM of the Company.
During the year under review there were no other appointments of the Directors in theCompany.
11. NUMBER OF BOARD MEETINGS:
During the year under review the Board of Directors duly met 10(Ten) times. Thedetails of Board Meetings are provided in the Corporate Governance Report forming part ofthis Annual Report.
During the year under review your Company has not invited nor accepted any publicdeposits within the meaning of section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposit) Rules 2014 hence the requirement for furnishing of details ofdeposits which are not in Compliance with the Chapter V of the Companies Act 2013 is notapplicable.
13. COMMITTEES OF THE BOARD
The Board has established the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Grievances and Relationship Committee
The detailed disclosures of all the Committees of the Board of Directors are providedin the Corporate Governance Report forming part of this Annual Report.
14. RECOMMENDATIONS OF AUDIT COMMITTEE
The Audit Committee was constituted by the Board of Directors on September 15 2017.All the recommendations made by the Audit Committee were accepted by the Board.
15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such order have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Companys operation in future.
16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31stMarch 2021.
17. PARTICULARS OF LOANS GURANTEES OR INVESTMENT BY THE COMPANY:
There were no loans guarantees or investments made by the Company under Section 186 oftheCompaniesAct2013during the year underreviewandhencethe saidprovision isnotapplicable.
18. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:
The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.
19. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
TheCompany has in place a process for familiarization of newly appointed directors withrespect to their respective duties and departments. The highlights of the FamiliarizationProgramme are explained in the Corporate Governance Report forming part of this AnnualReport and are also available on the Company's website
20. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is presented separately as Annexure IIforming part of the Annual Reportattached herewith.
21. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review all contracts / arrangements entered into bythe Company with related parties were in the ordinary course of business and on an arm'slength basis.
There are no materially significant related party transactions that may have potentialconflict with the interest of the Company hence disclosure under Section 134(3)(h) of theAct read with the Rule 8 of Companies (Accounts of Companies) Rules 2014 in FormAOC-2 is not required.
22. FORMAL ANNUAL EVALUATION:
The Board of Directors is committed to get carried out an annual evaluation of its ownperformance board committees and individual Directors pursuant to applicable provisionsof the Companies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015. Performance evaluation of Independent Directors was carried out by theentire board excluding the Independent Director being evaluated. Based on the criteriathe exercise of evaluation was carried out through the structured process covering variousaspects of the Board functioning such as composition of the Board and committeesexperience & expertise performance of specific duties & obligations attendancecontribution at meetings etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director.
23. REMUNERATION POLICY:
The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Employees of senior management employees. The details of the same are givenon the website of the Company i.e. www.mehaitech.co.in The detailed features ofRemuneration Policy are stated inthe Report on Corporate Governance forming part of thisAnnual Report.
24. PARTICULARS REGARDING EMPLOYEES REMUNERATION:
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as AnnexureIII
25. DIRECTORS RESPONSIBILITY STATEMENT:
It is hereby stated that:
(i) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) The Directors have 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 at the end of thefinancial year and of the profit of the Company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made there under for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis;
(v) 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
(vi) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
26. CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is not applicable to the Company.
27. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO:
Disclosures regarding activities undertaken by the company in accordance with theprovisions of section 134 of the Companies Act 2013 read with Companies (Accounts) rules2014 are provided here under:
A. Conservation of energy:
(i) The Steps taken or impact on Conservation of energy:
The Company has adopted strict control system to monitor day to day power consumption.The Company ensures optimal use of energy with minimum extend of wastage as far aspossible. The day to day consumption is monitored and efforts are made to save energy.
(ii) Steps taken by company for utilizing alternate source of energy:
The Company is not utilizing any alternate source of energy.
(iii) The Capital Investment on energy conservation equipment:
The Company has not made any Capital Investment on energy conservation equipments.
B. Technology absorption:
The Company does not undertake any activities relating to technology absorption.
C. Foreign Exchange earnings and outgo :
(i) Foreign Exchange Earnings: 3.41 Lacs (ii) Foreign Exchange Outgo : Rs. 184.65 Lacs(iii) Advance to Supplier :NIL
28. CORPORATE GOVERNANCE REPORT:
Pursuant SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015["Listing Regulations"] the provisions relating to Corporate Governance areapplicable to the Company and accordingly the Corporate Governance Report is attached as AnnexureIV with its Annual Report.
29. DEMATERIALISATION OF SHARES:
The ISIN for the equity shares is INE062Y01012. As on 31st March 2021 total paid upCapital i.eRs.10710000 equity shares of the Company is in dematerialized form.
30. MEETING OF INDEPENDENT DIRECTORS:
During the year under review the Independent Directors met on 9th March2021 inter alia to discuss:
? Review of the performance of the Non- Independent Directors and the Board ofDirectors as a whole.
? Review of the Chairman of the Company taking into the account of the views of theExecutive and Non- Executive Directors.
? Assess the quality content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present in the meeting.
31. DECLARATION FROM INDEPENDENT DIRECTORS:
The Independent Directors of the Company have submitted the declaration ofindependence as required pursuant to the provisions of Section 149(7) of the CompaniesAct 2013 stating that they meet the criteria of Independence as provided under Section149(6). They have also confirmed that they meet the requirements of Independent Directoras mentioned under Regulation 16(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015and their Declarations have been taken on record.
32. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to theCompanys business. The Company did not have any peculiar relationship ortransactions with non-executive Directors during the year ended 31st March2021.
33. RISK MANAGEMENT POLICY OF THE COMPANY:
In terms of the provisions of Regulation 17 of the Listing Regulations the Company hasin place a proper system for Risk Management assessment and minimization of risk. RiskManagement is the identification and identification and assessment of risk. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis.
The Board members are informed about risk assessment and minimization procedures afterwhich the Board formally adopted steps for framing implementing and monitoring the riskmanagement plan for the Company
Statutory Auditors and their Report:
M/s. Bijan Ghosh & Associates Chartered Accountants Kolkata (FRN: 323214E) areappointed as the Statutory Auditors of the Company by the Board on 28th August2021 to fill the casual vacancy in the office of the Statutory Auditors of the Companycaused due to the resignation of M/s. VSSB & Associates( formerly known as Vishves A.Shah & Co Chartered Accountants)(Firm Registration number: 121356W) Subject toapproval of members in the Ensuing Annual General Meeting of the Company.
There are no qualifications in the reports of the Statutory Auditors. The Report issuedby the Auditors of the Company and Notes to Accounts are self-explanatory.
The Company has appointed M/s. Ajay K Mishra & Company Chartered Accountants asthe Internal Auditor of the Company for the F.Y. 2021-2022 to conduct the Internal Auditof the Company in their Board Meeting held on 18th June 2021.
Secretarial Auditor and their Report:
Pursuant to provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Board of Directors of your Company has appointed Ms. Ankita DeyPracticing Company Secretary as Secretarial Auditor of the Company to undertake theSecretarial Audit for the financial year 2020-21in accordance with the provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit report for the financialyear 2020-21 issued by Ms. Ankita Dey Practicing Company Secretary is enclosed as Annexure-Vto this report.
The explanations /comments made by the Board relating to the qualificationsreservations or adverse remarks made by the Secretarial Auditor are as follows:
NonCompliance with the requirements pertaining to the Composition of board includingfailure to appoint independent Director under Regulation 17(1) of SEBI (Lisitng obligationand Disclosure Requirements) Regulation 2015 Fine of Rs. 879100/-
Due to Covid Pandemic the Company was not able to comply the requirement the Companyapplied for waiver for of fine and the same was allowed by BSE.
35. REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013
36. DIRECTORS QUALIFICATION CERTIFICATE:
In terms of SEBI (LODR) Regulation 2015 a Certificate from Ms. Ankita Dey PracticingCompany Secretary stating that none of the directors on the board of the Company have beendebarred or disqualified from being appointed or continuing as director of Companies bythe Board/Ministry of Corporate Affairs or any such statutory authority appear as Annexure-VIto this report.
37. INTERNAL FINANCIAL CONTROLS:
The Company has adequate systems of internal control meant to ensure proper accountingcontrols monitoring costcutting measures efficiency of operation and protecting assetsfrom their unauthorized use.The Company also ensures that internal controls are operatingeffectively. The Company has also in place adequate internal financial controls withreference to financial statement. Such controls are tested from time to time to have aninternal control system in place.
38. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.
39. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015["Listing Regulations"] a Vigil Mechanism of the Company which also incorporatea whistle blower policy deals with instances of fraud and mismanagement if any fordirectors and employees to report genuine concerns has been established. The Policy onvigil mechanism and whistle blower policy may be accessed on the Companys website ofthe Company at www.mehaitech.co.in
40. COST AUDITORS:
The provisions of Cost Audit as prescribed under Section 148 of the Act and the rulesframed thereunder are not applicable to the Company.
41. PREVENTION OF INSIDER TRADING
During the year the Company amended the Insider TradingPolicy in line with theSEBI(Prohibition of Insider Trading) (Amendment) Regulations2018. The Corporate Policy onInvestor Relations wasamended to make generic language updates. The amended policy isavailable on our website www.mehaitech.co.in
42. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. Details of the same are given inthe website of the Company i.e.www.mehaitech.co.in
43. INDUSTRIAL RELATIONS:
Your Company lays emphasis on commitment towards its human capital and recognizing itspivotal role for organization growth. During the year the Company maintained a record ofpeaceful employee relations.
Your Directors wish to place on record their appreciation for the commitment shown bythe employees throughout the year.
44. HEALTH AND SAFETY:
The operations of the Company are conducted in such a manner that it ensures safety ofall concerned and a pleasant working environment. The Company strives to maintain and useefficiently limited natural resources as well as focus on maintaining the health andwellbeing of every person.
45. LISTING OF SHARES
The Equity Shares of the Company are listed on the main Board of Bombay Stock ExchangeLimited. The Annual Listing fees for the year 2020-21 have been paid.
46. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORK PLACE:
Your Company has framed a Policy of prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Company has zero tolerance for sexual harassment for women at workplace and hasadopted a policy against sexual harassment in line with Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. All women who are associated with the Company either as permanent employees ortemporary employees or contractual persons including service providers at Company sitesare covered under the above policy. During the financial year 2020-21 the Company has notreceived any complaints on sexual harassment and hence no compliant remains pending as on31st March 2021. Details of the same are given in the website of the Companyi.e.www.mehaitech.co.in.
Your Directorswishes to express its gratitude and places on record its sincereappreciation for the commitment and efforts put in by all the employees. And also recordtheir sincere thanks to bankers business associates consultants and various GovernmentAuthorities for their continued support extended to your Companies activities during theyear under review. Your Directors also acknowledges gratefully the shareholders for theirsupport and confidence reposed on your Company.
|Place: Jaipur ||For and on behalf of the Board of Directors of |
|Date:28.08.2021 ||MEHAI TECHNOLOGY LIMITED |
| ||SD/- ||SD/- |
| ||Sudhir Ostwal ||Shalini Jain |
| ||(Managing Director) ||(Director) |
| ||DIN:06745493 ||DIN:06743126 |