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Mahavir Industries Directors Report, Mahavir Ind Reports by Directors
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Mahavir Industries
BSE: 531648|ISIN: INE987M01023|SECTOR: Electrodes & Graphite
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 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:
 
 Particulars                                          Standalone(Rupees)
 
 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''
 state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 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
 basis; and
 
 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
 (Annexure I).
 
 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
 the meetings.
 
 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
 Independent Director.
 
 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.
 30/05/2015
 
 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
 following:
 
 Name of Entity                     Amount            Particulars of
                                                     Loan/Investment
 
 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
 Act, 2013.
 
 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
 energy;
 
 (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
 technology.
 
 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
 report.
 
 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:
 http://miltd.co.in/PDF/Code-of- Conduct.pdf)
 
 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
Source : Dion Global Solutions Limited
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