Your Directors have pleasure in presenting their 31st Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 312021
1. Financial summary or highlights/Performance of the Company
|PARTICULARS ||2020-2021 ||2019-2020 |
|Gross Income ||67190300 ||79037850 |
|Profit Before Interest and Depreciation ||3752505 ||8104693 |
|Finance Charges ||0 ||0 |
|Gross Profit ||3752505 ||8104693 |
|Provision for Depreciation ||641752 ||199284 |
|Net Profit Before Tax ||3110753 ||7905409 |
|Provision for Tax ||858051 ||2061349 |
|Net Profit After Tax ||2252702 ||5844060 |
|Balance of Profit brought forward ||-117202487 ||-123046547 |
|Balance available for appropriation ||-114949785 ||-117202487 |
|Proposed Dividend on Equity Shares ||0 ||0 |
|Tax on proposed Dividend ||0 ||0 |
|Transfer to general Reserve ||0 ||0 |
|Surplus carried to Balance Sheet ||-114949785 ||-117202487 |
2. Brief description of the Company's working during the year/State of Company's affair
During the year company made profit to the tune of Rs 3110753/- as compared toprevious year's profit of Rs. 7905409/- Change in the nature of business if any
Your company started to earn from the major activity of tracing in fruits andvegetables.
In view of not sufficient profit the Directors are unable to recommend any dividendfor the year
4. Reserves Corrected by Parmar
No amounts are transferred to Reserves during the year
5. Share Capital
Issue of Shares with Differential Rights
The company has not issued any shares with differential rights under the provision ofSection 43 read with Rule 4(4) of the Companies (Share Capita! and Debentures) Rules 2014[Chapter IV]. Hence no details are provided for it
Issue of Sweat Equity Shares
The company has not issued any shares under the provision Section 54 read with Rule8(13) of the Companies (Share Capital and Debentures) Rules 2014. Hence no details areprovided for it.
6. Directors and Key Managerial Personnel
Mr. Kumar V. Shah retires by rotation at the forthcoming Annual General Meeting andbeing eligible offer himself for reappointment.
The Company had appointed Ms Bhavna Jain as Company Secretary and Compliance Officerunder Regulation 6(1) of SEBI LODR Regulations 2015 W.E.F 01st March 2019. She hassubmitted her Resignation W E.F.01st November. 2019. The Company had not accepted the saidresignation till date
7. Particulars of Employees
The Company has no employees in respect of whom information is to be furnished underSection 197 of the Companies Act 2013 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 statement of particulars of employeesof the Company.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 4 Board Meetings and 4 Audit Committee Meetings were convened and held Thedetails of which are given in the corporate governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and provisions of SEBI (LODR)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the corporate governance Report.
10. Declaration by an independent Director(s) and re- appointment if any
The Company has received declarations from all the independent Director(s) confirmingthat they meet the criteria of independence as provided in sub-section (6) of Section 149of the Companies Act 2013 and Regulation 25(8) of SEBI (LODR) Regulations 2015 asamended.
11. Remuneration Policy
The Board will on the recommendation of the Nomination & Remuneration Committeeframe a policy for selection and appointment of Directors Senior Management and theirremuneration.
12. Managerial Remuneration:
During the year under review. Mr Kumar V. Shah Chairman and Managing Director waspaid 2700000/- as remuneration-
13. Details of Subsidiary/Joint Ventures/Associate Companies
During the year the Company has sold 1225000 equity shares of TaazakitchenEnterprises Private Limited and it's holding is reduced to 9.72% from 58.72% in precedingyear and hence it is no more subsidiary of the Company. The Company does not have any ofSubsidiary/JointVentures/Associate Companies as at the year end
The Auditors M/sA. A. Siddiqui & Co Chartered Accountants retire at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment
15. Auditors' Report
The Auditors' Report does not contain any qualification Notes to Accounts and Auditorsremarks in their repod are self- explanatory and do not call for any further comments.
16. Disclosure about Cost Audit
During the year the Cost Audit was not applicable to the Company and hence no detailsare provide for it.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s Jignesh M. Pandya& CoPracticing Company Secretary has been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure 111 to thisreport.
Regarding qualification and remarks in the Secretarial audit report your Board offerfollowing explanation.
Non Compliance of section 203 of the Companies Act 2013 with respect to Nonappointment of full time Company Secretary.
Explanation Note The Company had appointed Ms. Bhavna Jain as Company Secretary andCompliance Officer under Regulation 6(1)ofSEBI LODR Regulations 2015 W.E.F 01st March2019. She has submitted her Resignation W.E.F.01st November 2019. The Company had notaccepted the said resignation till date.
Other than the above the report is self-explanatory and do not call for any furthercomments
18. Internal Audit & Controls
The Company has an Internal Control System commensurate with the size scale anticomplexity of its operations As the Company is a sick company it has not appointedInternal Auditor
19. Issue of employee stock options
During the year under review the Company has not issued any employee stock options andaccordingly no details are provided for it.
20. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
21. Risk management policy
Pursuant to section 134(3)(n) of the Companies Act 2013 and provisions of SEBI (LODR)Regulations 2015 the company has framed a risk management policy for the Companyincluding identification therein of elements of risk if any which in opinion of theBoard may threaten the existence of the company
At present the company has not identified any element of risk which may threaten theexistence of the Company.
22. Extract of Annual Return:
As per provisions of section 134 (3) (a) of the Companies Act 2013 report of Board ofDirectors shall include the web address if any where annual return referred to in subsection (3) of section 92 has been placed Accordingly the same has been placed onCompany's website www.mitshi.in.
23. Malerial changes and commitments if any 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
There are no material changes and commitments affecting financial position of theCompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report.
24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
There are not significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
During the year the Company has not accepted any deposits from public
26. Particulars of loans guarantees or investments under section 186 1. Details ofLoans:
Details of Loans:
|SL No. ||Date of making loan ||Details of Borrower ||Amount ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date of BR ||Date of SR (If reqd) ||Rate of Interest ||Security |
| || || ||NIL || || || || || || |
Details of Investments:-
|SL. No. ||Date of investment ||Details of Investee ||Amount ||Purpose for which the proceeds from investment Is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if reqd) ||Expected rate of return |
|1. ||1/04/2019 ||Taaza Kitchen Enterprise Pvt. Ltd. ||2429200 ||Business ||Last Financial Year ||N.A. ||N.A. |
Details of Guarantee / Security Provided:
|SL. No. ||Date of providing security/ guarantee ||Details of recipient ||Amount ||Purpose for which the security/guarantee is proposed to be utilized by the recipient ||Dete of BR ||Date of SR (If any) ||Commission |
| || || ||NIL || || || || |
27. Particulars of contracts or arrangements with related parties:
During (the year under review Company has paid Rs 144600/- as rent for using thepremises as Registered office to Dr. Shikha Kumar Shah daughter and Mrs Deepa Kumar Shahwife of Mr. Kumar V. Shah Chairman and Managing Director. These contract of arrangementsentered into by the Company with related parties referred to in sub-section (1) of section188 of the Companies Act 2013 including certain arm's length transactions under thirdprovision are disclosed in the Notes to the financial statements.
28. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Regulation 27of SEBI (LODR) Regulations 2015 Clause49 of the Listing agreement is annexed with the report.
29. Management Discussion and Analysis-
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March. 2021.
The Company has no employees in respect of whom information under section 197 of theCompanies Act 2013 read with rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
30. The Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal)Act 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace as required under provisions of The Sexual Harassment of Women at Workplace(Prevention. Prohibition and Redressal) Act 2013 During the year Company has notreceived any complaint of harassment.
31. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows. The Company has not carried out any manufacturing activityduring the year.
(a) Conservation of energy
|(i) ||the steps taken or impact on conservation of energy ||Not Applicable |
|(II) ||the steps taken by the company for utilizing alternate sources of energy ||Not Applicable |
|(ill) ||the capital investment on energy conservation equipment's ||Not Applicable |
(b) Technology absorption
|(I) ||the efforts made towards technology absorption ||Not Applicable |
|(II) ||the benefits derived like product improvement cost reduction product development or import substitution ||Not Applicable |
|(Hi) ||in case of imparted technology (imported during the last three years reckoned from the beginning of the financial year)- ||Not Applicable |
| ||(a) the details of technology imported ||Not Applicable |
| ||(b) the year of import; ||Not Applicable |
| ||(c) whether the technology been fully absorbed ||Not Applicable |
| ||(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||Not Applicable |
|(iv) ||the expenditure incurred on Research and Development ||Not Applicable |
(c) Foreign exchange earnings and Outgo
There were no earning or outgo in Foreign Exchange during the Current year and Previousyear
32. Corporate Social Responsibility (CSR)
Due to Inadequate Profits the company was not required to spent any amount towardsSocial Responsibility and hence no details for the same are provided.
33. Directors' Responsibility Statement
The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (c)read with section 134(5) of the Companies Act 2013 andClause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any:
(b) 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 the company at the end of the financial year and forthat period
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis: and
(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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
35. Listing with Stock Exchanges:
The Company is Iisted with BSE Ltd
36. Status under Sick Industrial Companies (Special Provision) Act1985
The Company is not a Sick Industrial Company within the meaning of Section 3(1) (o) ofthe Sick Industrial Companies
(Special Provision) Act 1985
Your Directors would like to acknowledge to all contribution support help receivedfrom all the stakeholders government
| ||By Order of the Board |
|Place: Mumbai Date :30th June 2021 ||Kumar Shah Chairman and Managing Director DIN:-01451912 |