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MRC Exim Ltd.

BSE: 540809 Sector: Others
NSE: N.A. ISIN Code: INE333Y01017
BSE 00:00 | 09 Jul 5.97 0.17
(2.93%)
OPEN

5.85

HIGH

6.05

LOW

5.65

NSE 05:30 | 01 Jan MRC Exim Ltd
OPEN 5.85
PREVIOUS CLOSE 5.80
VOLUME 48000
52-Week high 9.18
52-Week low 1.46
P/E 85.29
Mkt Cap.(Rs cr) 6
Buy Price 5.52
Buy Qty 8000.00
Sell Price 5.98
Sell Qty 8000.00
OPEN 5.85
CLOSE 5.80
VOLUME 48000
52-Week high 9.18
52-Week low 1.46
P/E 85.29
Mkt Cap.(Rs cr) 6
Buy Price 5.52
Buy Qty 8000.00
Sell Price 5.98
Sell Qty 8000.00

MRC Exim Ltd. (MRCEXIM) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors are pleased to present the 4th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March2019.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars 2018-19 2017-18
Net Sales/ Income from Operations 1454.63 2364.61
Other Income 68.60 75.96
Total Income 1523.23 2440.57
Less: Expenditure (1503.12) (2411.56)
Profit/(Loss) before Interest & Exceptional 20.11 29.01
Items
Less: Interest (5.51) (4.67)
Profit/(Loss before Tax 14.6 24.34
Extra Ordinary Items - 18.77
Profit/(Loss) before Tax 14.60 5.57
Less: Tax provisions (2.76) (5.30)
Deferred Tax 2.63 (4.60)
Profit/(Loss) After Tax 14.47 (4.33)

2. OPERATIONS REVIEW

The Income from operation for the financial year 2018-19 for the year under review wasat Rs. 1455 Lakhs as compared to Rs. 2365 Lakhs during the financial year 2017-18 showingan decrease of 38.48%. The company totoal revenue has decreased by 37.58%. The EBIDTAexcluding exceptional items stood at Rs.14.60 lakhs during financial 2018-19 as comparedto Rs. 24.34 lakhs in the Previous Financial year 2017-18. The Profit Before Tax in termsof value went up from Rs. 24.34 Lakhs to Rs.14.6 Lakhs showing andecrease of 40.75% and interms of percentage of sales it marginally went up from 1.19% to 1.23%. as Far as NetProfit is concerned however the current year a Profit of Rs. 14.47Lakhs has been reportedas Compared to loss of Rs.4.33 Lakhs in the previous year.

3. DIVIDEND

With a view to strengthen the financial position of the Company Your Board ofDirector's have not recommended any dividend for the financial year 2018-2019.

4. RESERVES

Directors have not transferred any amount to general or other reserves.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

At the beginning of the year the Promoters viz. Mr.Chandu Jain and Mr.Kirit M ShahAlso Mr.Kirit Shah is the Directors who still are continuing as Directors.

During the year Ms. Diksha Upadhayay joined as Company Secretary the Board on 1stNovember 2018 and Mr. JIKESH KIRITBHAI SHAH joined the Board on 11th December2018.

During the year under review the following committees have been formed by the Company:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder Relationships Committee

The details of all the Committees of the Board along with their composition andmeetings held during the year are provided below which:

1) Audit Committee:

Our Audit Committee was constituted pursuant to a resolution of our Board datedSeptember 1 2017.

The Audit Committee comprises:

Name of the Director Status in Committee Nature of Directorship
Mr. Jitendra Jain Chairman Independent Director
Ms.Nilamben Vijaykumar Mehra Member Independent Director
Mr. Jikesh Shah Member Director

• Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow upthere on;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board;

• Discussion with statutory auditors before the commencement of the audit aboutthe nature and scope of audit as well as post-audit discussion to ascertain any area ofconcern;

• To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

• To establish and review the functioning of the whistle blower mechanism;

• Approval of appointment of the chief financial officer (i.e. the whole-timefinance director or any other person heading the finance function or discharging thatfunction) after assessing the qualifications experience and background etc. of thecandidate;

• Carrying out any other terms of reference as may be decided by the Board orspecified/ provided under the Companies Act 2013 or the SEBI (LODR) Regulations or by anyother regulatory authority; and

• Review :

(1) management discussion and analysis of financial condition and results ofoperations;

(2) statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

(3) management letters / letters of internal control weaknesses issued by the statutoryauditors;

(4) internal audit reports relating to internal control weaknesses;

(5) the appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee;

(6) statement of deviations including (a) quarterly statement of deviation(s) includingreport of monitoring agency if applicable submitted to stock exchange(s) in terms ofRegulation 32(1) of the SEBI (LODR) Regulations; (b) annual statement of funds utilizedfor purposes other than those stated in the offer document/prospectus/notice in terms ofRegulation 32(7) of the SEBI (LODR) Regulations

The Committee was set up on Setember1 2017 and met three times in which all themembers attended

2) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee was constituted pursuant to a resolution of ourBoard dated September 1 2017.The Committee comprises:

Name of the Director Status in Committee Nature of Directorship
Mr. Jikesh Shah Chairman Director
Ms.Nilamben Vijaykumar Mehra Member Independent Director
Mr. Jitendra Jain Member Independent Director

The Company Secretary of the Company shall act as the Secretary of the Committee.

The terms of reference of our Stakeholders' Relationship Committee is as follows :

• To look into the redressal of grievances of shareholders debenture holders andother security Holders;

• To investigate complaints relating to allotment of shares approval of transferor transmission of shares;

• To consider and resolve the grievances of the security holders of the companyincluding complaints related to transfer of shares non-receipt of balance sheetnon-receipt of declared dividends; and

• To carry out any other function as prescribed under the SEBI (LODR) Regulationsas and when amended from time to time.

The Committee met two times and all the members attended.

3) Nomination & Remuneration Committee:

The Nomination & Remuneration Committee was constituted pursuant to a resolution ofour Board dated September 1 2017.

The Committee comprises:

Name of the Director Status in Committee Nature of Directorship
Ms.Nilamben Vijaykumar Mehra Chairman Independent Director
Mr. Jikesh Shah Member Director
Mr. Jitendra Jain Member Independent Director

The Company Secretary of the Company shall act as the Secretary of the Committee Theterms of reference of the Committee.

• Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees. TheNomination and Remuneration Committee shall while formulating such policy ensure that

• 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; and

• 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;

• Devising a policy on diversity of board of directors;

• Identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every director'sperformance;

• To extend or continue the term of appointment of the independent director onthe basis of the report of performance evaluation of independent directors.

The Committee met three times during their tenure and all the members were present.

7. NO. OF MEETINGS HELD

The Company held 4

Board Meetings for the Financial Year 2018-19. The details of the Board Meetings aregiven below:

Date Board Strength No of Directors Present
30/05/2018 4 4
05/09/2018 4 4
14/11/2018 4 4
10/02/2019 4 4

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

9. BOARD EVALUATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.

10. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 during the financial year and as such no amount on account of principal or intereston deposits from public was outstanding as on 31st March 2019. The Company has no depositwhich is not in compliance with the provisions of Chapter V of the Companies Act 2013 andas the Companies (Acceptance of Deposit) Rules 2014.

11. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Company has reviewed the Internal Financial Control Report which has been submittedlast year by Internal Auditor which required management intervention and actions. Theactions taken by the management were reviewed by the internal auditor as per their reportfor the financial year 2018-19.

The Board of Directors hereby report that that the same has been considered and properaction as envisaged has been taken.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY

During the year under review your company has granted loans to the extent of Rs. 23.71Lakhs and is compliant of the provisions of Section 186 of the Companies Act 2013

During the year under review your Company has not given any guarantee to any personfalling under ambit of Section 186 of the Companies Act 2013.

13. PARTICULARS OF CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES

All related party transactions made during the financial year 2018-19 were on arm'slength basis and were in the ordinary course of business. All transactions with relatedparties are placed before the Audit Committee as also the Board for approval. Prioromnibus approval of the Audit Committee is obtained for the transactions which are ofafore seen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement specifying the nature value and terms& conditions of all related party transactions is placed before the Audit Committeeand the Board of Directors for their approval on a Half yearly basis.

All transactions entered into with related parties during the year were on an arm'slength basis and were in the ordinary course of business. Accordingly there are notransactions that required to be reported in Form AOC-2.

14. EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andadministration) Rules 2014 is prescribed in "Annexure - B" and forms anintegral part of this report.

15. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial positionof the Company which has occurred between the end of financial year of the Company andthe date of this Report.

16. RISK MANAGEMENT POLICY

During the year under review the Company has identified and evaluated elements ofbusiness risk. Business risk inter alia further includes fluctuations in foreignexchange Raw Material Procurement risk Environmental & Safety Risk Working CapitalRisk Market Risk and Business Operations Risk. The risk management framework defines therisk management approach of the Company and includes periodic review of such risk and alsodocumentation mitigating controls and reporting mechanism of such risks. The Board ofDirectors and senior management team currently assess the operations and operatingenvironment to identify potential risks and take necessary mitigation actions.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS /TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

18. CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.

19. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion and Analysis is set out in the Annual Report as "Annexure-D".

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO

A. Conservation of energy technology absorption

As the Company does not fall under any of the industries listed out in the Scheduleappended to the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 particulars required to be disclosed with respect to conservationof energy and technology absorption are not applicable to the Company.

The operations of your Company are not energy intensive. Your Company takes variousmeasures to reduce energy consumption by using energy efficient computer systemselectrical and electronic equipment and procuring energy efficient equipment and gadgetsin its operation. As an ongoing process your Company evaluates new technologies andtechniques to make its infrastructure more energy efficient.

B. Foreign Exchange Earning/Outgo:

The Company has no Foreign Exchange Earning/ Outgo in Financial Year 2018-19.

21. AUDITORS

25.1 Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. A. Puri & Co. Chartered Accountants bearingRegistration No.108231W hold office up to the conclusion of the Annual General meeting tobe held in the year 2022. The Company has received a certificate from the said auditorsthat they are eligible to hold office as the Auditors of the company.

The Ministry of Corporate Affairs vide their notification dated 7th May2018 has amended the Section 139 of the Companies act 2013 by omitting the necessity ofratification of the appointment of the Statutory Auditors by members of the Company atevery subsequent Annual General Meeting. In order to align with the amended Section 139the relevant subject matter is included in the notice of the ensuring Annual GeneralMeeting for seeking approval of the members.

25.2 Secretarial Auditors

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 Mr. Harsh Vijay Gor to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as "Annexure - E" and formsan integral part of this report.

There are no qualifications reservations or adverse remark or disclaimer made by theauditor in their Report.

22. MANAGERIAL REMUNERATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board

23. .PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.1.02 Crores per year to be disclosed in the Report of Boardof Directors are not applicable to the Company since none of the employee was in receiptof remuneration in excess of Rs. 1.02 Crores during the financial year 2018-19.

24. DISCLOSURE ON WOMEN AT WORKPLACE

The Company has formulated and implemented a policy on prevention of sexual harassmentat workplace with a mechanism of lodging complaints. During the year under review no casewas reported in this regard.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR related provisions of the Companies act 2013 do not apply to the Company as theCompany does meet profit turnover or net worth criteria prescribed in this regard.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the Vigil Mechanism Policy/ Whistle Blower Policy for theDirectors and employees for reporting the genuine concerns and grievances significantdeviations from the key managerial policies and reports any non-compliance and wrongpractices e.g unethical behaviour fraud violation of law inappropriate behaviour/conduct etc.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. None of the directors or employees has been denied access to the Audit Committee ofthe Board.

27. ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by various Government Authorities Company's Bankers Dealers VendorsCustomers Suppliers Shareholders Stock Exchange and others who have supported thecompany during its difficult time and hope to receive their continued support.

The Directors also wish to place on record their appreciation for the all-roundco-operation and contribution made by employees at all levels.

For and on behalf of the Board of Directors of
MRC Exim Limited
Sd/-
Kirit Kumar Shah
Place: Mumbai Managing Director
Date: September 05 2019 DIN: 06668955