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Minal Industries Ltd.

BSE: 522235 Sector: Others
NSE: N.A. ISIN Code: INE097E01028
BSE 00:00 | 04 Mar Minal Industries Ltd
NSE 05:30 | 01 Jan Minal Industries Ltd
OPEN 1.20
PREVIOUS CLOSE 1.20
VOLUME 500
52-Week high 1.20
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 1.21
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.20
CLOSE 1.20
VOLUME 500
52-Week high 1.20
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 1.21
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00

Minal Industries Ltd. (MINALINDUSTRIES) - Director Report

Company director report

To

The Members

MINAL INDUSTRIES LIMITED

Your Directors have great pleasure in presenting their 31st Annual Report along withthe Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2019.

FINANCIAL RESULTS:

The financial Results are briefly indicated below:

Particulars

(Rs. in INR)

Stand a 1 on e Yea r ended

Consolidated Y e a r Ended

31.03.2019 31.03.2018 31.03.2019 31.03.2018
Total Revenue - - 405936777 194682408
Other income 9905756 1653418 14296223 (7627436)
Total Expenditure 10636790 5632326 413603231.44 266247126
Profit/Loss before Tax for the year (731034) (3978908) 6629768.79 (79192154)
Tax Expenses: Current Income Tax 1814700
Profit/Loss before Tax for the year (820652) (126380) 3338264.45 (256780.12)
Mat Credit - - (1814700) -
Profit after tax 89618 (3852528) 3291504 (78935374)

REVIEW OF FINANCIAL OPERATIONS:

During the year the company reported a Revenue from operation amounting to Rs. Nil/-and other Income of Rs. 9905756/- (Rupees Ninety-Nine Lakhs Five Thousand Seven Hundredand Fifty-Six Only) in Standalone Financial Statement as compared to Other Income of Rs.1653418/- (Sixteen Lakhs Fifty- Three Thousand Four Hundred and Eighteen) in PreviousFinancial Year.

The company incurred an expenditure of Rs. 10636790/- (Rupees One Crores Six LakhsThirty-Six Thousand Seven Hundred and Ninety Only) in Standalone Financial Statement forthe current financial year as compared to Rs. 5632326/- (Fifty-Six Lakhs Thirty-TwoThousand Three Hundred and Twenty-Six) in previous year.

During the year company has reported a net Profit of Rs. 89618 (Rupees Eighty-NineThousand Six Hundred and Eighteen Only) as compared to previous year's net loss of Rs.3852528/- (Rupees Thirty- Eight lakh Fifty-Two Thousand Five Hundred and Twenty-EightOnly) in Standalone Financial Statement. During the year the company reported a Revenuefrom operation amounting to Rs. 405936777/- (Forty Crores Fifty-Nine Lakhs Thirty-SixThousand Seven Hundred Seventy-Seven) and other Income of Rs. 14296223/- (Rupees OneCrores Forty-Two Lakhs Ninety-Six Thousand Two Hundred and Twenty- Three Only) inConsolidated Financial Statement as compared to Other Loss of Rs. (7627436)/-(Seventy-Six Lakhs Twenty-Seven Thousand Four Hundred and Thirty-Six) in PreviousFinancial Year.

The company incurred an expenditure of Rs. 413603231/- (Rupees Forty-One CroresThirty-Six Lakhs Three Thousand Two Hundred and Thirty-One Only) in Consolidated FinancialStatement for the current financial year as compared to Rs. 266247126/- (Twenty-SixCrores Sixty-Two Lakhs Forty-Seven Thousand One Hundred and Twenty-Six) in previous year.

During the year company has reported a net Profit of Rs. 3291504/- (Rupees Thirty-TwoLakhs Ninety- One Thousand Five Hundred Four Only) as compared to previous year's net lossof Rs. 78935374/- (Rupees Seven Crores Eighty-Nine Lakhs Thirty-Five Thousand ThreeHundred and Seventy-Four Only) in Consolidated Financial Statement.

CONSOLIDATED ACCOUNTS:

The Consolidated Financial Statements of your Company for the financial year 2018-19are prepared. Further Consolidated Accounts in compliance with applicable provisions ofthe Companies Act 2013 read with the Rules issued thereunder applicable AccountingStandards and the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the "Listing Regulations") andupload on the Website of the Company in due course of time.

TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year.

SUBSIDIARIES:

A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Saturdays Sundays and public holidays up to the date of theAnnual General Meeting (‘AGM') as required under Section 136 of the Companies Act2013. Any member desirous of obtaining a copy of the said financial statements may writeto the compliance officer at the registered office of Company. The financial statementsincluding the consolidated financial statements financial statements of subsidiaries andall other documents required to be attached to this report have been uploaded on thewebsite of your Company (www.minalindustriesltd.com).

The detail of financial performance of Subsidiary/ Joint Venture/Associate Company isfurnished in Annexure E and attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed analysis of the Company's operations in terms of performance in marketsmanufacturing activities business outlook risks and concerns forms part of theManagement Discussion and Analysis a separate section of this report.

DIVIDEND

Your Directors do not recommend dividend for the year 31st March 2019.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Company has suspended by Bombay Stock Exchange however the Management informedthat Company has received notice regarding initiation of and completion of the formalitiesfor revocation of suspension of trading in the securities of the Company dated 19th March2019.

Further there were no material changes and commitments affecting the financial positionof the Company during the financial year of the Company to which the financial statementsrelate and the date of the report.

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34(3) of the LODR Regulation 2015 a separate report onCorporate Governance along with a certificate from the Practicing Company Secretary on itscompliance forms an integral part of this report.

INDUSTRIAL RELATIONS:

Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation and subsequent re-appointment:

Mr. Sona Parikh Director is liable to retire by rotation at the ensuing AGM pursuantto the provisions of Section 152 of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Articles of Associationof your Company and being eligible have offered themselves for reappointment. Appropriateresolutions for their re-appointment are being placed for your approval at the ensuingAGM. Your Directors recommend his re-appointment as Executive Director of your Company.

Disclosure Relating to Remuneration of Directors Key Managerial Personnel andparticulars of Employees:

The Company has not paid remuneration to the Directors. The Nomination and RemunerationPolicy formulated in accordance with Section 178 of the Companies Act 2013 and Regulation19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s)for the time being in force). The salient aspects covered in the Nomination andRemuneration Policy have been outlined in the Corporate Governance Report which forms partof this report.

The Managing Director & CEO of your Company does not receive remuneration from anyof the subsidiaries of your Company.

The information pursuant to Section 197 of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating tomedian employee's remuneration will be made available at the registered office of theCompany during working hours for a period of twenty-one (21) days before the date of themeeting i.e. from 7th September 2019 till 28th September 2019.

Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act 2013 (including any statutorymodification(s) or reenactments) for the time being in force) the Directors of yourCompany confirm that:

(1) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

(2) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2019 and of the profitand loss of the Company for the financial year ended 31st March 2019;

(3) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(4) The annual accounts have been prepared on a ‘going concern' basis;

(5) Proper internal financial controls laid down by the Directors were followed by yourCompany and that such internal financial controls are adequate and operating effectively;and

(6) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENCE:

In terms of provisions of Section 149(7) of the Companies Act 2013 all theIndependent Directors of the Company have furnished a declaration to the ComplianceOfficer of the Company at the meeting of the Board of Directors stating that they fulfillthe criteria of Independent Director as prescribed under Section 149(6) of the CompaniesAct 2013 and are not being disqualified to act as an Independent Director. In terms ofRegulation 25 sub-regulation 7 of the SEBI (LODR) Regulations 2015 the Company hasadopted a familiarization programme for Independent Directors. Link to filehttp://minalindustriesltd.com/01.%20Familiarisation%20Programme%20for%20Independent%20Direct ors.PDF

*POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy have been outlined in the Corporate Governance Reportwhich forms part of this report. The Managing Director & CEO of your Company does notreceive remuneration from any of the subsidiaries of your Company.

KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has designated following Director(s)/Official(s)of the company as Key Managerial Personnel (KMP) of the Company in terms of provisions ofSection 203 of the Companies Act 2013:

1. Mr. Shrikant J Parikh Managing Director.

2. Ms. Harshala Keshav Karangutkar Chief Financial Officer.

Ms. Harshala Keshav Karangutkar appointed as a Chief Financial Officer of the Companyw.e.f. 3rd May 2018.

No Key Managerial Personnel (KMP) of the Company has resigned during the financial yearended 31st March 2019.

EVALUATION PROCESS:

The Board of Directors of the Company has established a framework for the evaluation ofits own performance and that of its committees and individual Directors of the Company.The certain parameters covering the evaluation of the Chairman Executive Directors andIndependent Directors have been fixed by the Board on the basis of which the evaluation isbeing carried out on annual basis in terms of provisions of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2018-19 are given in the Corporate Governance Report which formsa part of this report.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s. H P V S & Associates Chartered Accountants having firm registration No:137533W Mumbai were appointed as Statutory Auditors of the company for a period of 5years from the conclusion of this Annual General Meeting till the conclusion of 36thAnnual General Meeting at a remuneration of Rs. 520000 to be fixed by the AuditCommittee and/or Board of Directors of the Company.

REPORT ON FINANCIAL STATEMENTS

There are Six (6) qualifications reservations or adverse remarks or disclaimers madeby M/s. HPVS & Associates Chartered Accountants Statutory Auditors in their report.The Statutory Auditors have not reported any incident of fraud to the Audit Committee ofthe Company in the year under review. The said qualifications are self-explanatory.

DIRECTORS COMMENTS ON AUDITORS QUALIFICATION:

a) We draw attention to Note No. 35 to the standalone financial statement relating tononappointment of whole time Company Secretary as per Section 203 of the Companies Act2013. Therefore these standalone financial statements have not been authenticated by awhole time Company Secretary as per Section 134 of Companies Act 2013.

Director's Comment:

In view of the Carried Forward Losses the Company Could not find a suitable candidateas Company Secretary. Further Company have appointed Ms. Harshala Karangutkar as a ChiefFinancial Officer w.e.f. 3rd May 2018.

b) We draw attention to Note No. 29.1.(b) to the standalone financial statementrelating to communication received from Bombay Stock Exchange (BSE) LIST/COMP PHVI/522235/19/INT/2018-2019 dated March 19 2019. The communication is regarding"Initiation of and completion of the formalities for revocation of suspension oftrading in the securities of the company". The Company is in the process of makingsuitable response to such communication pending submission of the reply to the stockexchange and final outcome the management has not considered adjustments (if any) onaccount of above in the above statements.

Director's Comment:

The Company is in process for Revocation of Company on BSE Ltd. The Company alreadypaid the necessary Processing Fees of Rs. 29500/- and Reinstatement Fees of Rs.2259000- on 21st March 2018.

c) Attention is invited to note no 10 to the standalone financial statement relating tono provision made due to lack of uncertainty of amount of loan recoverable granted toMinal International FZE (UAE) overseas wholly owned subsidiary amounting to Rs.21144355 (Previous Year Rs. 20139689).

Director's Comment:

The management classifies these debts fully recoverable and good and accordingly doesnot consider it necessary to make any provision.

SECRETARIAL AUDIT:

The Board has appointed M/s. Tariq Budgujar & Co. Practicing CompanySecretaries as Secretarial Auditor for the Financial Year 2018-19 in terms of provisionsof Section 204 of the Companies Act 2013. The Secretarial Audit Report of the Company forthe financial year ended 31st March 2019 in the prescribed form MR-3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as AnnexureA to this report.

DIRECTORS COMMENTS ON AUDITORS QUALIFICATION:

1. The company has not appointed Company Secretary as required under section 203 readwith rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and thus the financial statements have not been authenticated by a whole time CompanySecretary under Section 203 of the Companies Act 2013.

In view of the Carried Forward Losses the Company Could not find a suitable candidateas Company Secretary.

2 The unpaid dividend amount which was required to be transferred to the InvestorEducation and Protection Fund in accordance with the relevant provisions of the CompaniesAct 2013 and the rules made thereunder had not been transferred.

The Company is in the process of transferring the same to IEPF."

3. The Company has given loans to group concerns in contravention of Section 185 and186 of the Companies Act 2013.

Due to urgent necessity company has given and taken loans.

4. The Company has given interest free loan to body corporate in contravention ofSection 186 of the Companies Act 2013.

Due to urgent necessity company has given and taken loans.

5. As per Regulation 31 of LODR 2015 65.94% Promoter holding is in Demat form.

The company is in process of Dematerialization of Shares.

6. The Financial Statements for Financial Year 2017-18 of the Company does not givetrue and fair view of the state of affairs of the Company as per section 129 andcompliance with accounting standards notified under section 133.

The company does not have operations during the year and incurred losses.

7. There has been delay in complying BSE and LODR Compliances.

The Statutory Auditor of the Company had vacated the Office during the Financial Yeardue to expiry of the peer review validity certificate and hence the quarterly financialresults had submitted delay to the BSE Ltd. The benpose of the block due to late inpayment of annual fees to respective depositories.

8. During the year the Company has not complied with Strengthening the Guidelines andRaising Industry standards for RTAs Issuer Companies and Bankers.

As there is no business and revenue earned by the Company hence the Company notincurred the expenses for comply with the said guidelines.

9. Company does not have functional website as per Regulation 46 of LODR.

The Company have website and not functional due to non-payment of domain expenses. TheCompany will pay the same and prepare functional website.

10. Company has not complying with regards to Section 101 of the Companies Act 2013and 34 of LODR.

Due to carried forwards losses and no business the company had not complied withSection 101 and 34 of LODR.

11. The Company has complied majority of Secretarial Standards issued by The Instituteof Company Secretaries of India.

The Company is in the process of complying with Secretarial Standards.

COST AUDIT:

In pursuant to Companies (Cost Records and Audit) Amendment Rules 2014 notified by theMinistry of Corporate Affairs (MCA) on 31 December 2014 the Company shall not bemandatorily required to get its Cost Records for the financial year 2018-2019 audited interms of provisions of Section 148 of the Companies Act 2013 as the Industry under whichthe Company falls has been exempted from the Cost Audit by MCA vide Companies (CostRecords and Audit) Amendment Rules 2014. Therefore the audit of cost records for thefinancial year ended on 31 March 2019 has not been undertaken in terms of the Companies(Cost Records and Audit) Amendment Rules 2014.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March 2019 inForm MGT - 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out therewith as AnnexureC to this report.

LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited Mumbai. However thetrading of Shares has been suspended by BSE. Your company has complied the compliances asrequired by the BSE and the requisite approval for resumption of trading is awaited.

RELATED PARTY CONTRACTS AND ARRANGEMENTS:

The particulars of the undergoing contracts or arrangements of the Company with relatedparties during the period under review referred to in Section 188(1) of the Company Act2013 were in ordinary course of business and on arm's length basis. During the year theCompany had not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the related party transaction policyof the Company. The prescribed form AOC-2 of the Companies (Accounts) Rules 2014 isenclosed as Annexure D to this report.

LOANS AND INVESTMENTS:

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on 31st March 2019 are not given separately and forms part of the StandaloneFinancial Statement forming part of this report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In terms of provisions of Section 177 of the Companies Act 2013 the Company hasestablished an effective mechanism called Vigil Mechanism (Whistle Blower Mechanism). Themechanism under the Policy has been appropriately communicated within the organization.The purpose of this policy is to provide a framework to promote responsible whistleblowing by employees. It protects employees wishing to raise a concern about seriousirregularities unethical behavior actual or suspected fraud within the Company byreporting the same to the Audit Committee.

Protected disclosure can be made by the whistle blower in a closed and secured envelopeor send through e-mail to the Compliance Officer. During the year under review noemployee was denied access to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY:

The company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable for the period under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

The information in accordance with the provisions of Section 134(3) (m) of theCompanies Act 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014 is givenin Annexure B to this Report.

INTERNAL AUDITORS:

The Company have Appointed M/s. R. H. Modi & Co. as an Internal Auditor of theCompany for the Financial Year 2018-19 as required under Section 138 of the Companies Act2013.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Minal Industries Limited has a proper and adequate system of internal financialcontrols which includes the policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company who if employed throughout the financial yearwere in receipt of remuneration whose particulars if so employed are required to beincluded in the report of the Directors in accordance with the provisions of Rule 5 (2)and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

AUDIT COMMITTEE:

Pursuant to provisions of Section 177 of the Companies Act 2013 and Regulation 18 ofthe Listing Regulations the Audit Committee shall have minimum three directors as memberwith Independent Directors forming the majority. The Company has duly complied with thesaid provisions.

Following is the composition of Audit Committee: -

Name of the Member Designations
Mr. Amulbhai Patel Chairman & Independent Non- Executive Director
Mr. Shrikant J Parikh Member and Executive Director
Mr. Shankar Bhagat Member & Independent Non- Executive Director

RECONCILIATION OF SHARE CAPITAL AUDIT:

As per the directive of the Securities and Exchange Board of India (SEBI) theReconciliation of Share Capital Audit is undertaken by a firm of Practicing CompanySecretaries on quarterly basis. The audit is aimed at reconciliation of total shares heldin CDSL NSDL and in physical form with the admitted issued and listed capital of theCompany. The Reconciliation of Share Capital Audit Reports as submitted by the Auditor onquarterly basis was forwarded to the BSE Limited Mumbai where the original shares of theCompany are listed.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments which can affect the financial position of the Company between the end offinancial year and the date of this report.

COURT/TRIBUNAL ORDERS:

Except for suspension of Trading by BSE vide order date 21st December 2015 there wereno instances of any significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

RISK MANAGEMENT POLICY

The Board has adopted the Risk Management Policy based on the recommendation of theRisk Management Committee in order to assess monitor and manage risk throughout theCompany.

Risk is an integral part of the Company's business and sound risk management iscritical to the success of the organization.

Detailed information on risk management is provided in the Management Discussion andAnalysis Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the assistance andcontinued cooperation extended by Banks Government authorities clients and suppliers.The Directors are pleased to record their sincere appreciation for the devotion and senseof commitment shown by the employees at all levels and acknowledges their contributiontowards sustained progress and performance of your Company.

By Order of the Board
For MINAL INDUSTRIES LIMITED
Sd/-
SHRIKANT J PARIKH
(CHAIRMAN & MANAGING DIRECTOR)
(DIN 00112642)
DATE: 5TH SEPTMBER 2019.
PLACE: MUMBAI

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