Your Directors have pleasure in presenting the 47th Annual Report togetherwith Audited Balance Sheet and Profit & Loss Account for the year ended 31stMarch 2020. The highlights of the financial results are as under:
The Company's financial performances for the year under review along with the previousyear's figures are summarized hereunder:
(Amt in Rs.)
|Particulars ||Current Year 2019-20 ||Previous Year 2018-19 |
|Revenue From Operations ||385050 ||3301100 |
|Other Operating Revenue Income ||866975 ||871408 |
|Total Revenue ||1252025 ||4172508 |
|Less: Expenses excluding Finance cost and Depreciation ||4184670 ||5608355 |
|Profit / (Loss) before Interest Tax and Depreciation ||(2932645) ||(1435847) |
|Less: Finance Cost ||2652 ||3739 |
|Profit/(Loss) Before Depreciation ||(2935297) ||(1439586) |
|Less: Depreciation and amortization ||1614068 ||1738340 |
|Profit /(Loss) Before Tax ||(4549365) ||(3177926) |
|Add: Deferred Tax ||1034676 ||752413 |
|Profit / (loss) after tax ||(3514689) ||(2425513) |
STATE OF COMPANY'S AFFAIRS:
The company is into the activities of industrial design and fabrication. The Companyhas been covering various industries like fertilizers chemicals petrochemicals powerplant fibers cements steel plants pharmaceuticals dyes and intermediates paper andpulp and other allied processing industries since its inception. The company has made aloss of Rs. 3514689/- during the financial year.
Your Directors do not recommended any dividend during the year.
THE AMOUNTS COMPANY PROPOSES TO CARRY TO ANY RESERVES:
The Board of the Company has decided not to carry any amount to Reserves.
CHANGE IN THE NATURE OF BUSINESS:
The Company has not made any changes in the nature of business during the financialyear.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year till the date to this report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review no Companies have become or ceased to be Company'ssubsidiaries joint ventures or associate companies. As the Company does not have anysubsidiaries associates or joint venture companies as per the Companies Act 2013 (theAct) no report on the performance of such companies is provided.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not meet the criteria of Section 135 of the Act read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 so there is no requirementto constitute Corporate Social Responsibility Committee.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Smt. Ushadevi Ladha (DIN 06964508) who retires by rotation at this Annual GeneralMeeting and being eligible has offered herself for re-appointment. The Board of Directorson recommendation of the Nomination and Remuneration Committee has recommended herreappointment.
Shri Shiv Kumar Ladha (DIN:00478534) is the Managing Director of the company. ShriNatwarlal Somani (DIN:01829336) Smt. Kajal Dilip Kulshrestha (DIN: 08205698) areIndependent Directors of the company. Shri Kumar Sambhaw Ladha (DIN:00478616) Smt.Ushadevi Shivkumar Ladha (DIN:06964508) and Shri Sadashiv Salian (DIN:05346842) are theother Directors on the board. There was no appointment or resignation of Directors duringthe financial year.
Shri Rupesh Anil Kadam has resigned from the post of the Chief financial officer of theCompany with effect from 30.05.2019 and Shri Ankesh Deepak Ghole was appointed as theChief financial officer of the Company with effect from 30.05.2019. Shri Rohit Bhagwat wasappointed as the Company Secretary and Compliance Officer of the Company with effect from30.05.2019.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Act.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Act with respect to Directors'responsibility statement it is hereby confirmed that:
(i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) the directors had 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 the Company as at 31st March 2020 and ofthe loss of the Company for the said period;
(iii) the directors have taken proper and sufficient care of 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;
(iv) the directors have prepared the Annual Accounts on a going concern basis.
(v) the directors of the Company have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
In terms of provisions of Regulation 27(2) read with Regulation 15(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 provisions relating tocorporate governance report is not mandatory for the time being accordingly your companyis not required to give corporate governance report.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form No. MGT 9 as referred to in Section 92(3) of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Annexure - I and is attached to this Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:
All Contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.Information on transactions with related parties pursuant to section 134(3)(h) ofthe Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 aregiven in Annexure- II in Form AOC-2 and the same forms part of this report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act.
POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee of the Company formulates the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.
Pursuant to provisions of Section 139 and other applicable provisions of the CompaniesAct 2013 read with Companies (Audit and Auditors) Rules 2014 M/s. U. S. Tanwar &Company Chartered Accountants Mumbai (Firm Registration No. 110810W) were appointed forfive years till the conclusion of 46th Annual General Meeting (AGM). The members in the 46thAGM re-appointed M/s. U. S. Tanwar & Company Chartered Accountants as the StatutoryAuditors of the Company to hold office from the conclusion of 46th AGM until theconclusion of 48th AGM which includes the maximum permissible term including transitionperiod as contemplated under rule 6 of the companies (Audit and Auditors) Rules 2014.
The Board has appointed M/s Arun Dash & Associates Company Secretaries to conductSecretarial Audit for the financial year ended March 31 2020 and Secretarial Audit Reportis annexed herewith marked as Annexure III to this Report.
The Secretarial Audit Report contains the following qualifications i) The Company hasnot appointed a whole time Company Secretary as provided u/s 203 of the Companies Act2013 and the rules framed
thereunder till May 29 2019. ii) the Company has preference shares which are yet to beredeemed and
(iii) the promoter(s) shareholding is not maintained in 100% dematerialized form.
EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKSOR DISCLAIMERS MADE BY THE AUDITORS:
The observation made by the Statutory Auditors and note no. 2.13 to the financialstatements are selfexplanatory.
The Company has appointed Shri Rohit Bhagwat w.e.f 30.05.2019 as its whole time Companysecretary the company is taking utmost efforts in redemption of preference shares and thecompany is taking adequate steps to de-materialize hundred percent of shares of thepromoters.
MANAGEMENT'S DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis are annexed and forms an integral part of thisreport. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal financial controls that are commensuratewith its size and nature of business to safeguard and protect the Company from lossunauthorized use or disposition of its assets.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013:
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year.
EQUTIY SUSPENSE ACCOUNT
In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBIListing Regulations no share of the company is in suspense account.
Your Company is committed to highest standard of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Act. The policy provide aframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conversation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure IV.
BOARD AND COMMITTEE MEETINGS:
A. BOARD MEETINGS
Four Board Meetings were held during the year.
Attendance of Directors in Board and Annual General meeting is summarized below.
|Director ||No. of Board Meetings held ||No. of Board Meetings attended ||Attended last AGM |
|Shri Shiv Kumar Ladha ||4 ||4 ||Yes |
|Shri Sadashiv Salian ||4 ||4 ||Yes |
|Shri Natwarlal Somani ||4 ||4 ||Yes |
|Smt. Ushadevi Ladha ||4 ||4 ||Yes |
|Shri Kumar Sambhav Ladha ||4 ||1 ||No |
|Smt. Kajal Dilip Kulshrestha ||4 ||4 ||N. A |
There were four board meetings held during the financial year i.e on 30thMay 2019 02nd August 2019 14th November 2019 and 10thFebruary 2020.
B. COMMITTEE MEETINGS
i. AUDIT COMMITTEE
The board has accepted all the recommendation of the Audit Committee.
|Directors ||Category of the Director ||No. of Audit Committee meeting held ||No. of Audit Committee meeting attended |
|Shri Shiv Kumar Ladha ||Executive Non Independent ||4 ||4 |
|Shri Natwarlal Somani ||Non Executive Independent ||4 ||4 |
|Smt. Kajal Dilip Kulshrestha ||Non Executive Independent ||4 ||4 |
There were four Audit Committee meetings held during the financial year i. e on 30thMay 2019 02nd August 2019 14th November 2019 and 10thFebruary 2020.
ii. NOMINATION AND REMUNERATION COMMITTEE
The constitution of the Company's Nomination and Remuneration Committee is as follows:
|Directors ||Category of the Director ||No. of Nomination & Remuneration Committee meeting held ||No. of Nomination and Remuneration Committee meeting attended |
|Shri Natwarlal Somani ||Non Executive Independent ||2 ||2 |
|Smt. Ushadevi Shivkumar Ladha ||Non Executive Director ||2 ||2 |
|Smt. Kajal Kulshrestha ||Non Executive Independent ||2 ||2 |
There were two Nomination and Remuneration Committee meetings held during the financialyear i.e on 30th May 2019 and 10th February 2020.
a. TERMS OF REFERENCE
To identify persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every Director's performance.
b. REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired.
Remuneration to Non ExecutiveDirectors:
The Non Executive Directors are paid remuneration by way of sitting fees andcommission.
iii. STAKEHOLDERS RELATIONSHIP COMMITTEE
The constitution of the Company's Stakeholders Relationship Committee is as follows:
|Directors ||Category of the Director ||No. of Stakeholders relationship Committee meeting held ||No. of Stakeholders relationship Committee meeting attended |
|Shri Natwarlal Somani ||Non Executive Independent ||2 ||2 |
|Shri Sadashiv Salian ||Executive Non Independent ||2 ||2 |
|Smt. Kajal Kulshreshta ||Non Executive Independent ||2 ||2 |
There were two Stakeholders Relationship Committee meetings were held during thefinancial year i.e on 30th May 2019 and 10th February 2020.
ANTI SEXUAL HARASSMENT POLICY:
The Company has adopted a policy and constituted a Committee as required under theSexual Harassment of Women at the Work place (Prevention Prohibition & Redressal) Act2013. During the year under review no complaints were reported to the Committee.
PARTICULARS OF EMPLOYEES:
There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended.Other details stating comparison of remuneration of median employee to others is attachedas Annexure V.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant and material orders were passed by any Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future during the yearunder review.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by Company'sexecutives staff and workers.
For and on behalf of the Board of Director of Mirch Technologies (India) Limited
Shiv Kumar Ladha Chairman DIN:00478534
Place: Mumbai Date: 31st July 2020