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Mishka Exim Ltd.

BSE: 539220 Sector: Others
NSE: N.A. ISIN Code: INE540S01019
BSE 00:00 | 14 Feb 32.05 0
(0.00%)
OPEN

32.20

HIGH

32.20

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31.90

NSE 05:30 | 01 Jan Mishka Exim Ltd
OPEN 32.20
PREVIOUS CLOSE 32.05
VOLUME 3500
52-Week high 36.75
52-Week low 25.10
P/E
Mkt Cap.(Rs cr) 46
Buy Price 32.10
Buy Qty 100.00
Sell Price 32.20
Sell Qty 500.00
OPEN 32.20
CLOSE 32.05
VOLUME 3500
52-Week high 36.75
52-Week low 25.10
P/E
Mkt Cap.(Rs cr) 46
Buy Price 32.10
Buy Qty 100.00
Sell Price 32.20
Sell Qty 500.00

Mishka Exim Ltd. (MISHKAEXIM) - Director Report

Company director report

To the Members

Mishka Exim Limited

Your Directors have pleasure in submitting the fourth Annual Report and FinancialStatements for the period ended 31st March 2019.

1 FINANCIAL PERFORMANCE

(Rs. In Lakhs)

Standalone

Consolidated

Particulars For the F.Y 2018-19 For the F.Y 2017-18 For the F.Y 2018-19 For the F.Y 2017-18
Total Income 815.43 890.95 830.54 898.44
Total Expenditure 801.28 886.15 816.14 892.98
Profit Before Exceptional Items and tax 14.15 4.79 14.40 5.45
Share of Profits of Associates Exceptional Items (0.05) 0.08
Extraordinary Items (Net) - - - -
Profit before Tax (PBT) 14.15 4.79 14.35 5.53
Current Tax 2.48 3.66 2.53 3.77
Deferred Tax (2.66) - 0.50 0.50
Profit/ (Loss) for the year 14.33 1.15 13.99 1.25
Other comprehensive Income 0.81 (0.39) 2.23 (0.40)

2 LISTING OF SHARES

The Equity Shares of the Company (Scrip Code 539220) are listed on BSE. The company hasmigrated from SME Platform of BSE Limited to main Board of BSE Limited on 25.07.2017.

3 AMOUNT TRANSFERRED TO RESERVE

During the year no amount was transferred to reserve.

4 DIVIDEND

Keeping in view the working capital requirement director has decided to skip thedividend for the year.

5 COMPANY'S PERFORMANCE

Revenue from operations for the financial year 2018-19 at Rs.806.60 Lakhs was lesser by7.13% over last year (Rs 868.60 Lakh in 2017-18). At the end of the Financial Year ended31st March 2019 the Company reported Profit amounting to Rs. 1433861.00 forfinancial year 2018-2019. The company expects good business and returns in future.

6 NUMBER OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

Your Company has following Subsidiaries Company:

M/s Mishka Capital Advisors Limited

There are one associate company i.e. Crossriver Securies Ltd. within the meaning ofSection 2(6) of the Companies Act 2013(‘Act"). There has been no materialchange in the nature of the business of the subsidiary.

To comply with the provisions of Section 129(3) of the Act a statement containingsalient features of the financial statements of the Subsidiary Company of your Company inForm AOC-1 is attached to the financial statements of the Company as Annexure- C.

7 BOARD MEETINGS

Total 9 Board Meetings were held during the period under review. The time gap betweentwo Board Meetings did not exceed the prescribed limit of 120 days. The requisite quorumwas present for all the Board meetings held during the financial year 2018-19.

The Details of the meetings of the Board attended by the Directors during the financialyear 2018-19 their attendance at the fifth Annual General Meeting of the Company as on 31stMarch 2019 are given below:

S No. Date No. of Directors present
1. 25.02.2019 4
2. 13.02.2019 4
3. 27. 11.2018 4
4. 13.11.2018 4
5. 17.09.2018 4
6. 03.09.2018 4
7. 13.08.2018 4
8. 04.06.2018 4
9. 28.05.2018 4

8 DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNEDDURING THE YEAR APPOINTMENT AND RESIGNATIONS

1. Ms. Divya Bajaj appointed as Company Secretary on its board meeting held on May 28th2018. The Company has received the consent letter for her appointment as CompanySecretary.

2. Mrs. Anju Agarwal appointed as an Additional cum Independent Director on its boardmeeting held on May 28th 2018 (Subject to the approval of members by Specialresolution) for a period of 5 years. A notice has been received from a member of theCompany proposing his candidature for being appointed as an Independent Director of theCompany.

3. Mr. Ujjwal Singhal have resigned from the post of Independent Director of theCompany with effect from June 04 2018. The Board places on record its appreciation fortheir assistance and guidance provided by them.

4. Mrs. Divya Bajaj has resigned as Company Secretary with effect from 23.04.2019. TheBoard places on record its appreciation for the assistance and guidance provided by Mrs.Divya Bajaj during her tenure as Company Secretary of the Company.

RE-APPOINTMENT

To comply with the provisions of Section 152 of the Companies Act and in terms of theArticles of Association of the Company Mrs. Suman Gupta Director of the Company retiresby rotation in the ensuing Annual General Meeting and being eligible offer herself forreappointment. Your Board of Directors recommends their re-appointment.

9 BOARD INDEPENDENCE

Definition of Independence of Directors is derived from Section 149(6) of the CompaniesAct 2013. Based on the disclosure received from the Directors under Section 149(7) of theCompanies Act 2013 and on evaluation of the relationship disclosed the followingNonExecutive Directors are considered as Independent Directors:

a) Mr. Akhil Mohan Gupta

b) Mrs. Anju Agrawal ( appointed on 28.05.2018)

10. DECLARATION OF INDEPENDENCE

All the Independent Directors of the Company have given their respective declarationsstating that they meet the criteria prescribed for independence under the applicable lawsand in the opinion of the Board all the Independent Director of the Company meet the saidcriteria.

11 COMPOSITION OF COMMITTEES

The Board has the following Committee during the period under review:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Audit Committee

The Company has constituted an Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013. Due to Appointment and resignation of Independent Directorscomposition of the Committee is reconstituted as set out in the following table:

S.No. Name of the Director Status Nature of Directorship
1 Mr. Akhil Mohan Gupta Chairman Independent Director
2 Mr. Ujjwal Singhal (appointed on 24.11.2017-28.05.18) Member Independent Director
3. Mrs. Anju Agarwal (28.05.18) Member Independent Director
4 Mr. Rajneesh Gupta Member Executive Director

Stakeholder Relationship Committee

The Company has a Stakeholder Relationship Committee to redress the complaints of theShareholders. Due to Appointment and resignation of Independent Directors composition ofthe Committee is reconstituted as set out in the following table:

S.No. Name of the Director Status Nature of Directorship
1 Mr. Ujjwal Singhal (appointed on 24.11.201728.05.2018) Chairman Independent Director
2. Mrs. Anju Agarwal (appointed on 28.05.2018) Chairman Independent Director
3 Mr. Akhil Mohan Gupta Member Independent Director
4 Mrs. Suman Gupta Member Non Executive & Non Independent Director

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee. Due to Appointment andresignation of Independent Directors composition of the Committee is reconstituted as setout in the following table:

S. No. Name of the Director Status Nature of Directorship
1 Mr. Akhil Mohan Gupta Chairman Independent Director
2 Mr. Ujjwal Singhal (appointed on 24.11.2017-28.05.18) Member Independent Director
3 Mrs. Anju Agarwal (appointed on 28.05.2018) Member Independent Director
4 Mr. Rajneesh Gupta Member Executive Director

12 REMUNERATION POLICY

The Company has formulated a policy known as Nomination and Remuneration Policy togovern the appointment and payment of remuneration to Directors and KMPs.

Salient features of nomination and renumeration policy are

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• relationship of remuneration to performance is clear and meets appropriateperformance benchmarks;

• remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

• Defines role of the NRC committee

• Appointment and Removal of Director Key Managerial Personnel and SeniorManagement

• Defines Term/Tenure of Managing Director/Whole-time Director independentDirector.

• It Defines the basis of Evaluation Removal and Retirement of Directors andKMP.

13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were no employees in the Company whose remuneration exceeded the limit asmentioned under Section 197(12) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

14 GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise.

b. Issue of sweat equity shares

c. The Managing Director of the Company did not receive any remuneration or commissionfrom its holding or subsidiary company.

d. Disclosure required under Section 67 of the Companies Act 2013

15 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the section 134(5) of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed that:

a) that in the preparation of the accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating departures;

b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 or loss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the Directors have prepared the accounts for the financial year on goingconcern basis.

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

16. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s Prakash & Santosh Chartered Accountants were appointed as statutory auditors fora period of five years from the conclusion of the Second Annual General Meeting until theconclusion of the Seventh Annual General of the Company.

Auditors' Remark

There is no auditor's remark in the Auditor report given notes referred to in theirreport is selfexplanatory. The explanation contained in those comments/notes may betreated as information/explanation submitted by the board as contemplated U/s 129 (1) ofthe Companies Act 2013.

17. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and remuneration of managerial personnel) Rules 2014 the Company hasappointed M/s Parveen Rastogi & Co. a firm of Company Secretary in practice toundertake the Secretarial Auditor of the Company. The Report of the Secretarial Audit inForm MR-3 for the financial year ended 31st march 2019 is Annexure-A tothe report. There are no qualifications reservations or adverse remarks made bySecretarial Auditor in his report.

18. PERFORMANCE EVALUATION OF THE BOARD

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.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

19. EXTRACT OF ANNUAL RETURN

During the year the Company has not entered into any material significant transactionswith its Promoters Directors Management Subsidiaries or Relatives of the Directors/Management which could lead to potential conflict of interest between the Company andthese parties other than transactions entered into in the ordinary course of theBusiness.

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format on website of the Company

http://www.mishkaexim.com/investor-relations and Also available in annexure B

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES.

Particulars of contracts or arrangements made with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure-Cto the Board Report.

21 DEPOSITS

During the year the company has not accepted any deposits from public.

22 PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

The particulars of loans guarantees and investments if any covered under Section 186of the Companies Act 2013 and it have been disclosed in the financial statements.

23 CORPORATE SOCIAL RESPONSIBILITY

Provision under Section 135 of the Companies Act 2013 and the rules made there underare not applicable to the Company. Hence no disclosure on Corporate Social Responsibilitywas taken on record.

24 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has no activities relating to conservation of energy or TechnologyAbsorption.

25 FOREIGN EXCHANGE EARNING & OUTGO

The company has no dealing in foreign exchange. And has no earnings and outgo.

26 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal Control System commensurate with size scale andcomplexity of its operation. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

27 RISK MANAGEMENT POLICY

Adequate steps have been taken by the company for the development and implementation ofRisk Management Policy including identification of elements of risk in the opinion of theBoard that may threaten the existence of the company.

28 MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There have been no Material Changes and Commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statement relate (i.e. March 31 2019) and the date of the Report i.e.06th September 2019

29 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowerscan raise concerns or grievance regarding unethical practice. Further the mechanismadopted by the Company encourages the Whistle Blower to report genuine concerns orgrievances and provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and also provides for direct access to Chairman of the AuditCommittee in exceptional cases. The details of the Whistle Blower Policy are available onthe website of the Company (http://www.mishkaexim.com)

30 CORPORATE GOVERNANCE

The Company is committed to achieving to the highest standards of Corporate Governanceand it constantly benchmarks itself with the best practices in this regard.

The report on Corporate Governance for the Financial Year 2018-19 along with acertificate issued by the by the Statutory Auditors of the Company confirming compliancewith mandatory requirements relating to Corporate Governance as stipulated under ChapterIV of the Listing Regulations form part of this report.

The Governance framework of the Company incorporates all the mandatory requirements asprescribed in the Listing Regulations. The Company has also adopted the non- mandatoryrequirements as recommended in the Listing Regulations detailed in the Report onCorporate Governance which form part of this report as appended Annexure- E.

31 ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record the co-operation and supportgiven by the departments of governments financial institutions banks valuedshareholders clients and the employees at all levels of the company.

On Behalf of the Board

for Mishka Exim Limited

Date: 06.09.2019
Place: Delhi sd/- sd/-
Rajneesh Gupta Suman Gupta
(Managing Director) (Director)
DIN: 00132141 DIN: 00027797
41 Shanti Vihar 41 Shanti Vihar
Delhi- 110092 Delhi- 110092

Annexure-C

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis:

Mishka Exim Limited has not entered into any contract or arrangement or transactionwith its related parties which is not at arm's length during the financial year 2018-19.

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship Suman Gupta Varun Capital Services Limited Starlight Holdings Private Limited Saraswati Securities Private Limited Safeguard Finance Limited Varun Comtmrade Private Limited Supertech Financial Services Private Limited Zeto Infratech Private Limited
(b) Nature of contracts/arrangement s/transactions Revenue Nature (Rent Paid) Revenue Nature (Rent Received) Brokerage Paid Share sale/Purchase Loss in F&O Revenue Nature (Share Sale/Purchase) ICD Revenue Nature (Share Sale/Purcha se Interest Received) ICD ICD Revenue Nature (Rent Received ) Revenue Nature (Share Sale/Purchase Interest Received) ICD Revenue Nature (Share Sale)
(c) Duration of the contracts / arrangements/transactions: On going On going On going On going On going On going On going On going
(d) Salient terms of the contracts or arrangements or transactions including the value if any The Company has taken the Registered office and Godown of the Company on rent from Mrs. Suman Gupta. The Company has given the property on rent to Varun Capital Sevices Limited. The Company has given the property on rent to Varun Commtrade Private Limited.
(e) Date(s) of approval by the Board if any Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business. Not Required as transaction is on arm length price and in ordinary course of business.
(f) Amount paid as advances if any: Nil Nil Nil Nil Nil Nil Nil Nil

 

On Behalf of the Board

for Mishka Exim Limited

Date: 06.09.2019 sd/- sd/-
Place: Delhi Rajneesh Gupta Suman Gupta
(Managing Director) (Director)
DIN: 00132141 DIN: 00027797
Add: 41 Shanti Vihar Add: 41 Shanti Vihar
Delhi- 110092 Delhi- 110092

ANNEXURE-D

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

S. No. Name of the Subsidiary Mishka Capital Advisors Ltd Cross River Securities Limited
1 The Date Since when subsidiary was acquired 25/08/2015 09/08/2016
2 Reporting Period 31/03/2019 31/03/2019
3 Share Capital 15000000 8159090
4 Reserve & Surplus 25019281 64189662
5 Total Assets 48731369 84948069
6 Total Liabilities 8712088 12599317
7 Investments 48025380 83442316
8 Turnover 1510625 727572
9 Profit before taxation 24182 9610
10 Provision for taxation 54205 19661
11 Profit after taxation (30023) (10051)
12 Proposed Dividend NIL NIL
13 Extent of shareholding (in percentage) 93.33% 49.00%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: - None

2. Names of subsidiaries which have been liquidated or sold during the year: - None

for Mishka Exim Limited

sd/- sd/-
Date: 06.09.2019 Rajneesh Gupta Suman Gupta
Place: Delhi (Managing Director) (Director)
DIN: 00132141 DIN:00027797
41 Shanti Vihar 41 Shanti Vihar
Delhi- 110092 Delhi- 110092