The Directors have pleasure in presenting their 2014-15 Annual Report
on the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL RESULTS:
(Amount in INR)
Particulars (Standalone) 2014-15 2013-14
Total Income 20,42,368 4,54,77,116
Total Expenditure 20,23,048 4,59,38194
Profit before Tax 19,320 (4,61,077)
Provision for Tax 7,100 -
Profit after Tax 12,220 (4,61,077)
Add: Balance of Profit brought forward - -
Profit available for appropriation :
Transfer to Reserves 12,220
Surplus carried to the Balance Sheet
Earning per Equity Share (Face Value: Rs. 10/)
Basic 0.001 (0.07)
Diluted 0.001 (0.07)
2. DIVIDEND: There was very minimum amount of profit because of which
the Board could not declare any interim nor final dividend during the
financial year ended 31st March 2015.
3. RESERVES: The appropriations for the year are:
Net Profit for the year 12,220
Balance of Reserve at the beginning of the year (6,73,96,346)
Transfer to General Reserve -
Balance of Reserve at the end of the year (6,73,78,575)
4. INFORMATION ON THE STATE OF COMPANY''S AFFAIR: The Company''s
turnover was Rs. 8,95,000 during the current year, as against Rs.
4,51,56,390 during the previous year. The NPAT during the current year
has been Rs. 12,220 as against loss of 4,61,077 during the previous
year 2013 14.
The slowing down of the economy has severely impacted the sales during
the current year. Still the company has made marginal profit as
compared to loss in the previous year. Further, the increase in the
cost of power, fuel and the consumables had adversely impacted the
profitability and stressed the margins. The Company is trying its best
to improve and maintain its existence in the competitive market.
5. DIRECTORS'' RESPONSIBILITY STATEMENT: As per the clause (c) of sub
section (3) of Section 134 of the Companies Act, 2013, the Directors''
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: During
the year the company didn''t enter into any joint venture with any
company nor it has any subsidiary or associated company. Thus a
separate performance and financial position need not be submitted in
separate form (AOC-1)
7. PUBLIC DEPOSITS / LOANS & ADVANCES, OR INVESTMENTS: Your Company
has not accepted any deposits from the public during the year under
review. Your company even didn''t have repayment of deposits or any
interest payment to be made for any of the previous years. The
particulars of loans/ advances, investments under Section 186 of the
Companies Act, 2013 and as per Clause 32 of the Listing Agreement are
given in the notes forming part of the Financial Statements.
8. SHARE CAPITAL: Your Company had neither increased its authorised
share capital nor had raised any capital from public during the year
ending 31st March 2015.
9. ESTABLISHMENT OF VIGIL MECHANISM: Your Company has laid down
Whistle Blower Policy covering Vigil Mechanism with protective Clauses
for the Whistle Blowers. As part of the Vigil Mechanism a dedicated
telephone line and email address are provided. The Whistle Blower
Policy is made available on the website of the Company.
10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS: The Company has internal
financial controls which are adequate and were operating effectively.
The controls are adequate for ensuring the orderly & efficient conduct
of the business, including adherence to the company''s policies, the
safe guarding of assets, the prevention & detection of frauds & errors,
the accuracy& completeness of accounting records and timely preparation
of reliable financial information.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required by Clause 49
of the Listing Agreements with Stock Exchanges, the Management
discussion and Analysis Report is enclosed as a part of this report
12. CORPORATE GOVERNANCE CERTIFICATE: The Compliance certificate from
the auditors secretaries regarding compliance of conditions of
corporate governance as stipulated in Clause 49 of the Listing
agreement has been annexed with the report.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During the year under
review, the meeting of the board of Directors was conducted 5 times on
15th May 2014, 14th August 2014, 3rd September 2014, and 14th November
2014 and on 14th February 2015. Your company had followed all
regulations and provisions of Companies Act 2013 and rules laid for the
meetings and followed all the secretarial standards while conducting
14. DIRECTORS: Mr. Sanjeev Kumar (Din: 06625416) resigned from the
Board w.e.f. 03/09/2014 and Mrs. Nirmala D Bansal (DIN: 06965900) was
appointed as the Additional Director of the Company w.e.f 03/09/14 who
was regularized as Director in the aGM held 30/09/2014. The board
proposed to appoint Mrs. Nirmala Bansal (DIN: 06965900) as the Managing
Director of the Company and puts the resolution for the approval from
the members in the AGM to be held on 30/09/2015.
Mr. Rajesh Sharma (Din: 06606992) retires by rotation and being
eligible offers himself for re-appointment. Pursuant to section 149 of
the Companies Act, 2013 (Act) the tenure of the Independent Directors
is upto five consecutive years from the commencement of the Act. The
Board recommends to appoint Mr. Prabhu Chettiyar (DIN:05206201) as the
Independent Director of the Company for the period of 5 years after the
Act came into effect & appointed Mr. Harsh V Mehrotra (DIN: 06965318)
as the Independent Director and Mr. Nirav M Shah (DIN: 03088022) as the
A Changes in Directors and Key Managerial Personnel: The Company has
appointed following KMP:
i. Ms. Isha Patel as Company Secretary of the Company w.e.f.
B. Declaration by an Independent Director(s) and re appointment, if any:
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
C. Annual Evaluation of the Board: Pursuant to the provisions of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has devised a policy on evaluation of performance of Board of
Directors, Committees and Individual directors. Accordingly, the
Chairman of the Nomination and Remuneration Committee obtained from all
the board members duly filled in evaluation templates for evaluation of
the Board as a whole, evaluation of the committees and peer evaluation.
The summary of the evaluation reports were presented to the respective
Committees and the Board for their consideration.
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance
iv. Providing perspectives and feedback going beyond information
provided by the management
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the
Board will not participate in the discussion of his / her evaluation.
15. MANAGERIAL REMUNERATION: Your company has not paid any remuneration
to the Executive Director or Non - Executive Directors of the Company.
16. PARTICULARS OF LOANS. OR INVESTMENTS UNDER SECTION 186:
During the year, the Company has given loan / Investment to the
Name of Entity Amount Particulars of
Vinod Cotton Corp Pvt. Ltd 75,00,000/- Loan
G.C. Construction & development 9900000 Acquisition of shares
Industries Pvt. Ltd of the Company
Capital Trade Links Ltd 14887050 Acquisition of shares
of the Company
Name of Entity Purpose of
loan and investment
Vinod Cotton Corp Pvt. Ltd Investment
G.C. Construction & development Investment
Industries Pvt. Ltd
Capital Trade Links Ltd Investment
The amount of loan, guarantee and investment made is within the limits
prescribed u/s 186 of the Companies Act, 2013.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Your
Company had not entered in any contract or arrangement with related
parties referred in sub-section (1) of section 188 of the Companies
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO:
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
A) Conservation of energy:
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of
(iii) the capital investment on energy conservation equipment''s;
(B) Technology absorption:
a) the efforts made towards technology absorption;
b) the benefits derived like product improvement, cost reduction,
product development or import substitution;
c) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof;
d) The expenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo:
There was no outflow and inflow of the foreign exchange current or
19. COMMITTEES OF THE BOARD: During the year, in accordance with the
Companies Act, 2013, the Board re constituted some of its Audit
Committee, Independent Director Committee, Nomination, Remuneration
Committee and Investor and Stakeholder Committee and also formed a
Corporate Social Responsibility Committee.
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the Report on
Corporate Governance, a part of this Annual Report.
20. AUDIT COMMITTEE: The Company has formulated Audit Committee in
terms of Sec 177 of the Companies Act, 2013. The Audit Committee
comprises of the following (1) Prabhu Chettiyar (2) Rajesh Sharma (3)
Nirav Shah (4) Harsh Mehrotra. The more details of Audit Committee
meetings and the dates of meeting and directors who attended the
meeting are mentioned in the Corporate Governance Report of this
21. NOMINATION AND REMUNERATION COMMITTEE: The nomination and
remuneration committee has adopted policy under Section 178 (3) of the
Companies Act, 2013. The policy was formulated and the same is
available on the website in the below mentioned link. (Link:
22. STATUTORY AUDITORS: M/s. Solanki & Associates, Chartered
Accountants (Firm Registration No. 110332W), Mumbai, Chartered
Accountants, were the statutory auditors of the Company, hold office
upto the conclusion of the forth coming Annual General Meeting (AGM)
and are eligible for re appointment. Pursuant to the provisions M/s.
Solanki & Associates as the statutory auditors of the Company from the
conclusion of the forth coming AGM upto the of Section 139 of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
it is proposed to appoint conclusion of AGM to be held in the year
2017, subject to ratification of their appointment at every AGM. A
certificate from them has been received to the effect that their re
appointment, if made, would be within the prescribed limits.
23. AUDITORS'' OBSERVATION & REPORT: Auditor''s observations are suitably
explained in notes to the Accounts and are self explanatory.
24. SECRETARIAL AUDIT REPORT: A Secretarial Audit Report given by
Nilesh Pradhan & Co, Practising company secretary has been annexed with
the report. Your company had not appointed CFO & Company Secretary for
the year ending 31/03/2015 as there was not much business during the
year. Your company has appointed whole time Company Secretary on
30/05/2015. Your company had intimated to the stock exchange about the
book closure but had failed to publish a newspaper notice for the same.
25. EXTRACT OF THE ANNUAL RETURN: The extract of the annual return has
been annexed with the report.
26. ACKNOWLEDGEMENTS: The Board of Directors wish to acknowledge the
continued support and co operation extended by the Securities and
Exchange Board of India, Reserve Bank of India, Stock Exchanges,
Ministry of Corporate Affairs, Forward Markets Commission, other
government authorities, Bankers, material suppliers, customers and
other stakeholders for their support and guidance.
Your Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees of the
Company at all the levels.
For and on behalf of the Board of Directors
Mahavir Industries Limited
Place : Mumbai
Date : 04/09/2015 Chairman