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MVL Ltd.

BSE: 532991 Sector: Infrastructure
NSE: MVL ISIN Code: INE744I01034
BSE 00:00 | 02 Mar MVL Ltd
NSE 05:30 | 01 Jan MVL Ltd
OPEN 0.19
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VOLUME 50000
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P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.19
Buy Qty 200.00
Sell Price 0.19
Sell Qty 571785.00
OPEN 0.19
CLOSE 0.19
VOLUME 50000
52-Week high 0.23
52-Week low 0.19
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.19
Buy Qty 200.00
Sell Price 0.19
Sell Qty 571785.00

MVL Ltd. (MVL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 11th (Eleventh) Annual Report andCompany's Audited Financial Statement for the Financial Year ended 31st March2018.

1. FINANCIAL RESULTS

The company's financial performance for the year ended March 31st 2018 issummarized below :

(Rs. In lacs)

Particulars Year ended Year ended
31.03.2018 31.03.2017
Total Income 13.83 974.26
Profit/(Loss) before Tax and Exceptional Item (2357.15) (193.61)
Exceptional Items Dr/(Cr) (2201.65) -
Profit and (Loss) before Tax (155.50) (193.61)
Less: Provision for Tax
Current Tax (53.03) -
Deferred Tax - -
Profit/(Loss) for the period (102.47) (193.61)
Other Comprehensive Income net of tax 9.53
Total Comprehensive Income for the period (102.47) (203.14)

2. FINANCIAL OUTLOOK AND OPERATIONS

The Standalone revenue from operations of the Company for year ended March 312018 wasdown by 98.58% to Rs. 13.83 Lacs. The decline in turnover reflects volatile marketconditions in real estate during the year. Standalone loss before Tax changed on a year onyear basis from Rs. (193.61) Lacs to Rs. (155.50) Lacs. Standalone Loss after Tax waslower at Rs. (102.47) Lacs as against Rs. (193.61) Lacs in the previous year. There aresome delays in getting the approvals from competent authorities as well as achieving thefinancial closure pertaining to some projects of the Company resulting into fall in Incomeduring the year. However your Company will witness a growth oriented year 2019 as newprojects will commence during the year as their Financial closures are likely to beachieved within current financial year.

The Consolidated revenue from operations of the Company for year ended March 31 2018was down by 98.58% to Rs. 13.83 Lacs. Consolidated Loss before Tax was also lower on ayear on year basis from Rs. (194.41) Lacs to Rs. (156.40) Lacs.

3. PRESENT STATUS OF BANK LOANS

(i) Canara Bank has declared the loan account as NPA and has filed application underSection 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act 1993before the Debts Recovery Tribunal-II Delhi vide application dated 11.5.2015 for recoveryof Rs.93.91 crores along with interest upto the date of payment. Canara Bank has issuedpossession notice dated 28.08.2017 under Section 13(4) of Securitization andReconstruction of Financial Assets & Enforcement of Security Interest Act 2002(SARFAESI Act 2002) claiming dues of the value of Rs. 133.64 crores in consortium withUCO Bank along with further interest up to the date of payment. The settlement proposal ofthe company is under active consideration of the lender bank.

(ii) UCO Bank has declared the loan account as NPA and has filed application underSection 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act 1993before the Debts Recovery Tribunal-II Delhi vide application dated 10.7.2014 for recoveryof Rs. 43.62 crores along with interest upto the date of payment. The settlement proposal

of the company is under active consideration of the lender bank.

(iii) Dena Bank has declared the loan account as NPA and has filed application underSection 19(4) of the Recovery of Debts due to Banks and Financial Institutions Act 1993before the Debts Recovery Tribunal-II Delhi vide application dated 16.09.2016 forrecovery of Rs. 42.67 crores along with interest upto the date of payment. Dena Bank hasissued possession notice dated 05.10.2016 under Section 13 (4) of Securitization andReconstruction of Financial Assets &Enforcement of Security Interest Act 2002(SARFAESI Act 2002) claiming dues of the value of Rs. 34.92 crores along with furtherinterest up to the date of payment. The settlement proposal of the company is under activeconsideration of the lender bank.

(iv) IFCI Ltd has assigned their debt to CFM ARC as per their letter dated 18.4.2017.The company has submitted resolution plan to the CFM ARC at Rs. 26.84 crores approvalmail received in February 2018 which is to be paid over a period of 5 years which isapproved by the ARC. As a consequence the excess of IFCI debt over the amount ofresolution plan amounting to Rs. 22.02 crores is written back and has shown under the headexceptional item (of capital nature)in statement of Profit & Loss.

(v) 13(4) of SARFAESI Act 2002 claiming their dues of Rs. 47.10 crores againstmortgaged Sicom Limited has declared the Loan Account as NPA on 15.4.2015 and has alsoproceeded under section property. Sicom has filed application under Section 19(4) of theRecovery of Debts due to Banks and Financial Institutions Act 1993 before the DebtsRecovery Tribunal-I Delhi vide Original Application dated 7.03.2016 for recovery ofRs.50.62 crores along with interest upto the date of payment .The settlement proposal ofthe company is under active consideration of the lender bank.

(vi) IFCI Factors limited has declared the Loan Account as NPA on June 2015 and hasalso proceeded under section 13(4) of SARFAESI Act 2002 vide their letter dated 30.3.2017claiming their dues of Rs.21.18 crores against mortgaged property. The settlement proposalof the company is under active consideration of the lender bank.

4. DIVIDEND

Keeping in view the business losses the directors of your Company do not recommend anydividend for the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account created by the IEPF Authority. Accordingly the Company hastransferred the unclaimed and unpaid dividends of Rs. 93454/- related to the financialyear 2009-10 and Rs. 111929/- related to the financial year 2010-11. Further 1120318corresponding shares were transferred as per the requirements of the IEPF rules thedetails are provided on our website at www.mvl.in .

6. FIXED DEPOSITS

The Company has not accepted any public deposit and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prem Adip Rishi Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. Mr. AmitKumar additional Director of the Company will be appointed as Independent Director at theensuing Annual General Meeting.

During the year under review Mr. Rakesh Gupta has resigned as Director and ChiefFinancial Officer of the Company w.e.f. 28th September 2017. Further Mr.Praveen Kumar has resigned as director of the Company w.e.f. 28th September2017 due to non regularization in Annual general meeting.

Mr. Deepak Gupta who was appointed as Whole time Director and Chief Financial Officerof the company w.e.f 07th February 2018 and Mr. Amit Kumar & Ms. Ramneetwho were appointed as Additional directors of the company w.e.f 15th September2017.

During the year under review Ms. Ramneet has resigned from the post of an Additionaldirector of the Company w. e. f. 28th February 2018. Mr. Raman Sharma hasresigned as Whole time director of the Company w. e. f. 20th April 2018.

In terms of Section 149(7) of the Companies Act 2013 Mr. Vijay Kumar Sood Amit Kumarand Mrs. Kalpana Gupta Independent Directors of the Company have given declarations tothe Company to the effect that they meet the criteria of independence as provided inSection 149(6) of the Companies Act 2013.

Brief resumes of Directors proposed to be appointed or re-appointed nature of theirexpertise in specific functional areas names of Companies in which they holddirectorships and their memberships/ chairmanships on Board Committees of variousCompanies have been provided in the Corporate Governance Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors state that:

a) in the preparation of the annual accounts for the year ended March 312018 theapplicable accounting standards have been followed alongwith proper explanation relatingto material departures;

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 as at March 31 2018 and of the loss ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

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

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

9. POLICIES OF THE COMPANY

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors. The details ofprogrammes for familiarization of Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company and related matters are put up on the website ofthe Company at the link: www.mvl.in .

The following policies of the Company are available on the website of the Company atwww.mvl.in .

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

10. CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of this Report andattached as Annexure I. The requisite certificate from Mr. Manoj Sharma Partner ofRSMV & Co. a firm of Practicing Company Secretary (Membership No. FCS 7516 and C.P.No. 11571) confirming compliance with the conditions of corporate governance is attachedto the report on Corporate Governance.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is presented in a separate sectionforming part of the Annual Report.

12. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company as well as Listing Regulation 2015 onmateriality of related party transactions.

Your Directors draw attention of the members to Note 37 to the financial statementwhich sets out related party disclosures. In accordance with Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014 theparticulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC.2 are attached as Annexure- II to this Report.

13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

14. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIALSTATEMENT

The Company has three wholly owned Subsidiaries namely MVL Developers LimitedCreative Pools Developers Private Limited and Udyan Horticultures Private Limited as on 31stMarch 2018. The Company has no Joint Venture Company and no Associate Company. There hasbeen no material change in the nature of the business of the subsidiaries and AssociateCompanies.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared theconsolidated financial statements of the Company which form part of this Annual Report.Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure A to the ConsolidatedFinancial Statement. The statement also provides the details of performance and financialposition of each of the subsidiaries. In accordance with Section 136 of the Companies Act2013 the audited financial statements including the consolidated financial statementsand related information of the Company and audited accounts of each of its subsidiariesare available on our website www.mvl.in . These documents will also be available forinspection till the date of the AGM during business hours at our corporate office inGurgaon India.

The Company is also presenting its Audited Consolidated Financial Statements whichform part of the Annual Report as required by the Listing Agreement and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the stock exchanges.

Pursuant to the provision of Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs vide its circular dated February 8 2011 has granted general exemptionfrom attaching the Balance Sheet Statement of Profit and Loss and other documents of thesubsidiary companies with the Balance Sheet of the Company. A statement containing brieffinancial details of the Company's subsidiaries for the financial year ended March 312018is included in the Annual Report.

15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE 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 to which this financial statements relateon the date of this report.

16. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial Controls with reference toFinancial Statements. The details in respect of internal financial control and theiradequacy are included in the Management Discussion & Analysis which forms part ofthis report.

17. PARTICULARS OF EMPLOYEES

The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure - III to this Report.

However information as per Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not given in this Report as noemployee of your Company is covered as per provisions contained therein.

18. AUDITORS

Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to appoint the statutory auditors on completion of their term as per Casualvacancy permitted under the Companies Act 2013. The audit committee of the Company hasproposed and the Board of Directors of the Company has recommended the appointment of M/s.Garg Sandeep & Co. Chartered Accountants IMT Manesar Gurgaon (Firm registrationnumber: 029283N) as the statutory auditors of the Company. They will hold office for aperiod of five consecutive years from the conclusion of the 11th Annual GeneralMeeting of the Company scheduled to be held on 29th September 2018 till theconclusion of the 16th Annual General Meeting to be held in the year 2023subject to the approval of the shareholders of the Company. They have confirmed theireligibility to the effect that their appointment if made would be within the prescribedlimits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for appointment. The first year of audit will be of the financial statementsfor the year ending March 312019 which will include the audit of the quarterly financialstatements for the year.

19. AUDITORS' REPORT

1. Point no. III. of Auditor Report per se is the opinion of the Auditor on certainpoints of notes to accounts attached to the financial statement for the period ended31.03.2018. Since notes to accounts are part of financial statement prepared by theCompany the Company in the relevant points has explained the each situation which hasarisen this time. The relevant clauses of notes to accounts alongwith Board's response isas follows:-

i. Note No. 31 in respect of non-provision of interest with retrospective effect from01.04.2014 (vide Board Resolution dated 17.02.2015) on loans from banks and financialinstitutions declared as Non-Performing Account (NPA). As a result of non-provisionof said interest of Rs.444261296/- (Previous Year 474140387/-) payable during theyear on the said NPA Accounts: - The management expect that it will be able to getinterest waivers on the NPA accounts due to which no provision has been made on thesimilar prudence practice followed by the banks and financial institutions.

ii. Revenue from operation has been understated by Rs.47886134/- (previous yearRs.44998789/-) arising out of percentage of completion (POC) method of accounting dueto non-capitalization of interest directly attributable to project work-in-progress:-As per past practice and management's decision no interest is provided on bank andinstitutional loans declared NPA w.e.f. 01.04.2014 on which lenders are also not providingany interest. Final call of this liability is to be taken after negotiated settlement withlenders. It is inconsequence of this decision of non provision of interest on NPA accountsthat the revenue from operations is understated by Rs.47886134/-.

iii. Loss from operation has been understated by Rs. 393913501/- (previous yearRs.429141598/-) :- As explained under the above para on account of non-provisionof interest loss from operations during the year is reported as understated byRs.393913501/-.

2. Point no. VI of Auditor Report per se is the opinion of the Auditor on certainpoints of notes to accounts attached to the financial statement for the period ended31.03.2018. Since notes to accounts are part of financial statement prepared by theCompany the Company in the relevant points has explained the each situation which hasarisen this time. The relevant clauses of notes to accounts alongwith Board's response isas follows:-

a. Note No. 41 of the accompanying financial statements there exists materialuncertainty over the realizability of certain loans and advances claimed as given/advancedfor purchase/acquisition of land rights projects or properties which are pending eitherfor transfer of property or refund of advances aggregating Rs. 1161.46 Lacs as on31.3.2018 (previous year Rs. 1469.70 lacs). Out of these advances we are unable toascertain whether the outstanding advances are fully recoverable/adjustable since thesame are outstanding/remained unadjusted for long. In the absence of some of confirmationsand valid supporting agreements we are unable to ascertain the impact if any that mayarise on any future date in case any of these advances are subsequently determined to bedoubtful for recovery:- As in the past the company is engaged in the tradingdevelopment marketing and construction of Real Estate and Projects. In the process thecompany had given advances for purchase / acquisition of land rights and properties whichare recoverable in cash or in kind by way of transfer of land rights and / or properties.This is a normal phenomenon in the real estate industry. These advances are beingrecovered adjusted or land / properties acquired is evident from the fall in the value ofsuch advances from Rs.14.69 crores to Rs.11.61 crores. Management

is hopeful of full recovery and / or acquisition of land / rights / properties in lieuthereof.

b. Note No. 29 in respect of non-availability of confirmations in respect of some debitand/or credit balances. In the absence of such confirmations any provision to be made forthe adverse variation in carrying amounts of these balances are not quantified as wellas the quantum of adjustment if any required to be made remain unascertained :- TheBoard is of the view that the Company has its own internal audit system to monitor thereconciliations periodically; hence confirmations of all outstanding balances at the yearend are not taken.

20. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Manoj Sharma Partner RSMV & Co. Company Secretaries(Membership No. FCS 7516 C.P. No. 11571) to conduct Secretarial Audit for the financialyear 2017-18. The Secretarial Audit Report for the financial year ended March 312018 isannexed herewith and marked as Annexure IV to this Report.

The observations of Secretarial Auditor are self-explanatory except their remark on thebelow points alongwith Board's response is as follows:-

i. Appointment of Chief Financial Officer: The Board explains that Mr. Rakesh Gupta hasresigned as CFO of the Company w.e.f. 28th September 2017. Further Mr. DeepakGupta has been appointed as CFO of the Company w.e.f. 7th February 2018. Thisis only a disclosure information which is self-explanatory.

ii. Disqualifications of Directors: The Board explains that the following directorswere disqualified under the provisions of

Section 164(2) consequent upon non-filing of annual documents by some companies inwhich the directors are also directors:- Mr. PremAdip Rishi.

- Mrs. Kalpana Gupta

- Mr. Vijay Kumar Sood

The said directors filed a petition to the Hon'ble High Court Delhi and the Hon'bleHigh Court has stayed the notification of

the Registrar of Companies declaring the above said directors disqualified.

iii. The company has granted loan to its related companies. The company did not chargeany interest from the related companies: The said advances to the group companies weregiven in pursuance of release of company's project properties given as security againstcross guarantee given by both companies. Our company was demerged out of the parent entityMedia Video Ltd. now called Noesis Industries Ltd. and these guarantee were given prior tothe demerger.

iv. The company has not deposited the PF ESI Labour Welfare Fund (LWF) TDS VAT andWorks Contract Tax (WCT) amount deducted from the various entities within stipulated time:The Board explains that however there are some delays in depositing PF ESI LabourWelfare Fund (LWF) TDS VAT and Works Contract Tax (WCT) during the year but allliabilities pertaining to PF ESI Labour Welfare Fund (LWF) TDS VAT and Works ContractTax (WCT) out of these part payments have been already made and balance shall also becleared in the near future

v. Compliances with SEBI (LODR) Regulations 2015: The Board is of the opinion thatobservation on this point is based on the facts and need no comments from the Board.

vi. There are disputes with Income Tax and Service Tax Authorities the proceedings ofwhich are at various stages: The Board is of the opinion that observation on thispoint is based on the facts and the stage of disputed liabilities is explained by thestatutory auditor in para vi (b) of CARO Report.

vii. Status of Bank Loans: The Board is of the opinion that observation on thispoint is based on the facts and need no comments from the Board.

viii. The Report of the Statutory Auditors on the Financial Statement for the FinancialYear 2017-18 is qualified on the basis of the Notes on Accounts (31 29 41): TheBoard is giving their explanation to the same in their report to the shareholders at S.No. 19 above.

ix. There are96 cases initiated by and against the company under the different Acts:The Board is of the opinion that observation on this point is based on the facts and needno comments from the Board. Most of the claims are disputed liabilities which are likelyof satisfactory resolution on legal technical ground or by mutual consent.

21. MEETINGS OF THE BOARD

Thirteen (13) meetings of the Board of Directors were held during the year the detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013.

22. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 furnished in Form MGT-9is annexed herewith as Annexure V.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

As per the provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7of the Companies (Meetings of the Board and its Powers) Rules the Audit Committeeconsists of the following members:

a. Mrs. Kalpana Gupta

b. Mr. Amit Kumar

c. Mr. Deepak Gupta

The above composition of the Audit Committee consists of Independent Directors viz.Mrs. Kalpana Gupta and Mr. Amit Kumar who form the majority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas set up a Stakeholders Relationship Committee comprising of Mrs. Kalpana Gupta(Chairman) Mr. Prem Adip Rishi and Mr. Amit Kumar as other Members. The details of theCommittee are furnished at S.No. 3(b) of Report of Corporate Governance of this AnnualReport.

25. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act 2013 the Boardhas set up a Nomination and Remuneration Committee comprising of Mrs. Kalpana Gupta(Chairman) and Mr. Vijay Kumar Sood & Mr. Amit Kumar as other Members. The details ofthe Committee are furnished at S.No. 3(c) of Report of Corporate Governance of this AnnualReport.

26. CONSERVATION OF ENERGY

Disclosure of particulars with respect to conservation of energy and technologyabsorption are not applicable to the Company.

27. RESEARCH AND DEVELOPMENT

Since the market scenario and technologies are changing rapidly Research andDevelopment (R&D) is important to ensure that Company increases its market share. TheCompany has always attempted to use the latest and advanced technology for its productlines but keeping pace with current technological developments is becoming difficult forwant of capital. The slow down in the economy and higher interest costs has also deterredthe further research and development activities of the company to keep it abreast with thecurrent technological changes.

28. FOREIGN EXCHANGE EARNING AND OUTGO

a) Foreign Exchange Earnings Rs. Nil

b) Foreign Exchange Outgo Rs. Nil

29. RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 21 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of the listingagreement the company has constituted a risk management committee. The

details of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten theexistence of the company.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.

31. SIGNIFICANT AND MATERIAL ORDERS BY ANY COURTS OR TRIBUNALS

No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.

32. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the continuous assistanceand support received from the investors bankers regulatory and government authoritiesduring the period.

Your Directors also place on record their appreciation for the contributions made byemployees at various levels to the growth and success of the Company.

By Order of the Board of Directors For MVL Limited

Place: New Delhi

Date : 24th August 2018

Sd/-

(Prem Adip Rishi)

Managing Director

Sd/-

(Deepak Gupta)

Whole Time Director & Chief Financial Officer

Registered Office:

1201B 12th Floor Hemkunt Chamber 89 Nehru Place

New Delhi-110019 Tel: +91-11-41662674

E-mail: info@mvl.in

Website: www.mvl.in

CIN: L45200DL2006PLC154848