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Mihika Industries Ltd.

BSE: 538895 Sector: Others
NSE: N.A. ISIN Code: INE779Q01017
BSE 05:30 | 01 Jan Mihika Industries Ltd
NSE 05:30 | 01 Jan Mihika Industries Ltd

Mihika Industries Ltd. (MIHIKAINDUSTRIE) - Director Report

Company director report

Your Directors have pleasure in presenting the 37th Annual Report of theCompany together with the Audited Financial Statements for the Financial Year ended March31 2020.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars 31st March 2020 31st March 2019
Profit / (Loss) before tax (6.67) (44.52)
Less: Tax Expense (1.97) (9.55)
Profit / (Loss) after tax (4.70) (34.97)
Other Comprehensive Income for the year net of tax 0.00 0.00
Total Comprehensive Income for the year (4.70) (34.97)

DIVIDEND

With a view to conserve resources for growth of Company the Board recommends nodividend for the year ended 31st March 2020.

COVID-19

The world is facing an unprecedented challenge in this century with Corona Virus (Covid19). World Health Organization (WHO) Geneva has been guiding the world in handling Covid19 and has finally declared on 11th Mar 2020 as a Pandemic through an outbreak in Chinaduring December 2019. Lockdown in India has been imposed on 24th March 2020which paused the activities of the business. Despite these challenges our Company hasexhibited very good teamwork to maintain and accelerate operations during these toughestdays. There is no significant impact on the operations of the Company.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the publicwithin the meaning of Chapter V of Companies Act 2013 or extant regulations of theReserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year there has been no change in the capital base of the Company whichcomprises of 10000000 Equity Shares of Rs.10/- each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no change in Board of Directors of the Company during the year.

In terms of section 152 of the Companies Act 2013 Mrs. Shweta Sethia (DIN:01111566)retires by rotation from the Board of Directors of the Company at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.

Additional information pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of Director seeking appointment/re-appointmentis given in the Notice convening Annual General Meeting Notice of the Company.

None of the Directors of the Company is disqualified for being appointed as a Directorunder Section 164(2) of the Companies Act 2013.

DECLERATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors ofthe Company under section 149(7) of Companies Act 2013 that they meet the criteria ofIndependence as laid down under the provisions of sub-section (6) of section 149 of theCompanies Act 2013 as well as under Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries Joint Ventures and Associate Company during the financialyear 2019-20 under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended 31st March 2020the applicable accounting standards had been followed along with the proper explanationrelating to material departures if any;

b) that such accounting policies have been selected as mentioned in the Notes toFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2020 and of the loss of the Company for the year ended onthat date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of Company and for preventing and detecting fraud and other irregularities;

d) that annual accounts have been prepared for the financial year ended 31st March2020 on 'going concern' basis;

e) that proper internal financial controls are followed by the Company and that suchinternal financial controls are adequate and were operating effectively;

f) that proper system have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND AUDIT REPORT

M/s J Gupta & Co LLP Chartered Accountants Statutory Auditors of the Companyhold office till the conclusion of the 38th Annual General Meeting to be scheduled in2021. They have confirmed their eligibility and are not disqualified to act as auditors ofthe Company.

The observations made by the auditors in the Auditors' Report are self explanatory anddo not contain any qualification or any adverse remarks and therefore need no furtherclarifications or any further explanations as required under sub-Section (3) of Section134 of Companies Act 2013.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions ofCompanies Act 2013 a Secretarial Audit was conducted during the year by SecretarialAuditor Ms. Twinkle Pandey (ACS-49208). The Secretarial Auditor's Report for the financialyear ended 31st March 2020 is attached as Annexure-A and form part of this report. Thereare no qualifications or observations or remarks made by the Secretarial Auditor in theirAudit Report.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or Board of Directors during the year underreview.

MEETINGS OF THE BOARD AND ATTENDANCE

During the year under review 7 (seven) Board Meetings were held on 25.05.201930.05.2019 06.07.2019 13.08.2019 31.08.2019 14.11.2019 13.02.2020. The Meetings wereheld as per the requirements of business and at intervals within the legally permittedlimits. The Boards meets once in every quarter inter- alia to review the quarterlyresults and other items on agenda:

Name of the Directors Category of the Directors No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Kuldeep Kumar Sethia Managing Director 7 7
Mrs. Shweta Sethia Executive Director and CFO 7 7
Mr. Rajesh Shah Independent Non-Executive Director 7 7
Mr. Mali Chand Agarwal Independent Non-Executive Director 7 7
Mr. Manoj Sethia Non-Independent Non-Executive Director 7 7

MEETINGS OF THE AUDIT COMMITTEE AND ATTENDANCE

During the year under review 4 (four) meetings of the committee were held on30.05.2019 13.08.2019 14.11.2019 and 13.02.2020. The attendance of the members at themeetings were as follows.

Name of the Members Designation in the Committee No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Rajesh Shah Chairperson 4 4
Mr. Mali Chand Agarwala Member 4 4
Mr. Kuldeep Kumar Sethia Member 4 4

MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE

During the year under review 1 (One) meeting of the committee was held on 06.07.2019.The attendance of the members at the meeting were as follows.

Name of the Members Designation in the Committee No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Rajesh Shah Chairperson 1 1
Mr. Mali Chand Agarwala Member 1 1
Mr. Manoj Sethia Member 1 1

MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE AND ATTENDANCE

During the year under review 1 (One) meeting of the committee was held on 06.07.2019.The attendance of the members at the meeting were as follows.

Name of the Members Designation in the Committee No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Manoj Sethia Chairperson 1 1
Mr. Mali Chand Agarwala Member 1 1
Mr. Rajesh Shah Member 1 1

CORPORATE GOVERNANCE

Corporate Governance Report is not applicable to the Company as Regulation 15(2) states- The compliance with the corporate governance provisions as specified in regulations17 17A 18 19 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply inrespect of -

(a) the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange.

Therefore for the year ending 31st March 2020 there is no requirement ofCorporate Governance Report.

BUSINESS RESPONSIBILITYREPORT

Preparation of Business Responsibility Report is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the management discussion and analysis report for theyear is presented in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Company's shares have been listed with the BSE Ltd. with Scrip Code 538895. TheCompany confirms that it has paid the annual listing fees for the year 2020-21 to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year2019-20 till the date of this Report which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendmentthereof if any remuneration in respect of the managerial personnel of the company isattached here as Annexure- B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limitspecified under section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company does not have any activity requiring conservation of energy or technologyabsorption and there was no foreign exchange earnings and/or foreign exchange outgo.

RELATED PARTY RANSACTIONS

All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business. Details of materiallysignificant related party transactions that are the transactions of a material naturebetween the Company and the Promoters Management Directors or their relatives etc. aredisclosed in the Note No.25 of the Financial Statements in compliance with the IndianAccounting Standard - 24 relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which may have a potential conflictwith the interest of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return of the Company as on thefinancial year ended 31st March 2020 in Form No. MGT 9 is annexed to this report asAnnexure-C. The Extract is also available on the website of the Company at www.mihika.co.in.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans guarantees and investments or securities covered under Section 186 of theCompanies Act 2013 form part of the note no.28 to the financial statements.

RISK MANAGEMENT POLICY

As required under the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has established a well documented and robustrisk management framework.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy ofthe Company to ensure effectiveness of the Risk Management policy and procedures. Board ofDirectors of the Company is regularly appraised on the key risk assessment areas and amitigation mechanism is recommended.

During the year the Board has reviewed the risk assessment and a risk minimizationprocedure commensurate to the risks has been adopted and is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to where under section 135(1) isapplicable. Hence Corporate Social Responsibility requirements are not applicable toCompany.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a Vigil mechanism/Whistle Blower Policy. The policy is available at Company'swebsite.

PERFORMANCEEVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated the criteria forthe evaluation of the performance of Board of Directors Independent DirectorsNon-Independent Directors and the Chairman of the Board. Based on that performanceevaluation has been undertaken. The Independent Directors of the Company have alsoconvened a separate meeting for this purpose. All the results and evaluation has beencommunicated to the Chairman of the Board of Directors. All Directors of the Board arefamiliar with the business of the Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees are covered under this policy.

During the year under review no case was filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance andco-operation received from the various stakeholders including financial institutions andbanks regulators governmental authorities and other business associates who haveextended their valuable support and encouragement during the year under review. TheDirectors thank the Company's employees customers vendors investors and academicpartners for their continuous support.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Directors appreciate and value the contribution made by every member of theCompany.

For and on behalf of the Board
Manoj Sethia
Chairman
Place: Kolkata Date: 04.09.2020 (DIN:00585491)

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