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Mavens Biotech Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

Dear Shareholders, The Directors are pleased to present the 33rd Annual Report together with the Audited Statement of Accounts and the Auditors Report of your Company for the year ended 31st March, 2015. The Financial highlights for the year under review are given below: FINANCIAL RESULTS (Rs. in lacs) Particulars 31st March, 2015 31st March, 2014 Income 113.71 92.48 Less: Expenses 73.28 63.23 Profit before Depreciation & Taxation 40.43 29.25 Less: Depreciation 27.56 21.81 Profit before Taxation 12.87 7.44 Less: Taxation 4.31 1.24 Add: Deferred Tax (4.03) (1.23) Less: Taxation for earlier year 0 0.61 Net Taxation 0.28 0.62 Profit after Taxation 12.59 6.82 Balance as per last Balance Sheet 583.83 577.01 Less: Depreciation in respect of assets whose useful life is over 9.98 0 Add: Transfer from General Reserve 9.98 0 Balance carried to Balance Sheet 596.42 583.83 OPERATIONS The Total Income for the financial year under review is Rs. 113.71 lacs against Rs. 92.48 lacs in previous year. The Net Profit generated by the Company during the year under review is Rs. 12.59 lacs as compared to Rs. 6.82 lacs during the previous year. DIVIDEND AND TRANSFER TO RESERVE Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for the financial year 2014-2015. Hence there has been no transfer to Reserves during the financial year 2014-2015. PUBLIC DEPOSITS During the year under review, the Company has neither invited nor accepted any deposits from public. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company during the year under review. SHIFTING OF REGISTERED OFFICE The Company has shifted its registered office to Room No. 407, 4th Floor of premises No. 4, Clive Row, Kolkata - 700001 w.e.f 05th January, 2015 for better accommodation. COMPLIANCE WITH THE ACCOUNTING STANDARDS The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by The Institute of Chartered Accountants of India. DIRECTORS AND KEY MANAGERIAL PERSONNEL At the Annual General Meeting of the Company held on 25/08/2014, the Members had approved the terms of appointment of Mr. Hanuman Ma! Singhi upto (28/05/2017), Mr. Netra Bahadur Ranabhat (12/11/2018), Mrs. Chanderkala Devi Lakhotia (five years upto the conclusion of thirty Seven Annual General Meeting) as Independent Directors of the Company. Mr. Rahul Anand Fulfagar retires by rotation and being eligible has offered himself for re-appointment. During the year, the Non-executive Director of the company had no pecuniary relationship or transaction with company. The Company has been appointed Mr. Ganga Sahai as a Chief Financial Officer with terms, pursuant to the provisions of Section 203 of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Agreement of the Stock Exchanges with effect from 31/03/2015. Ms. Kapila Tanwar, Member of The Institute of Company Secretaries of India has been appointed as Company Secretary (Key Managerial Personnel) cum Compliance Officer of the Company w.e.f 11/08/2015 pursuant to Section 203 and other applicable provisions of the Companies Act, 2013, in place of Ms. Kavita Dhanerwal, Company Secretary cum Compliance Officer of the Company who has resigned due to her pre -occupation on11/08/2015. The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION The Company''s policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms the part of the Directors Report. REMUNERATION OF THE KEY MANAGERIAL PERSONNEL Mr. Bharat Kumar Sah (Whole Time Director) has received remuneration of Rs. 290500/- during financial year 2014- 2015. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors responsibility statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any; (ii) the Directors have 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 31st March, 2015 and of the profits of the Company for the year ended on that date; (iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) that the annual accounts have been prepared on a going concern basis; (v) that Directors have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively; (vi) that Directors have devised proper systems to ensure compliance with the provisions of all applicable laws we''re and that such systems and were adequate and operating effectively. AUDIT COMMITTEE The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report. The details pertaining composition of Audit Committee are included in the Corporate Governance Report. The Company Secretary of the Company acts as Secretary of the Committee. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE AND POLICY The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement. The Company''s policy appointment and remuneration and other matter provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which part of the director''s report. RISK MANAGEMENT The Board of the Company has formed a Risk Management Committee to frame implement and monitor risk management plan for the Company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis. NO OF MEETING OF THE BOARD During the year, 7 (seven) Board Meetings were convened and held. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 134 (3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as Annexure A. DECLARATION OF INDEPENDENT DIRECTORS All the Independent Directors have given declaration that they meet the criteria of Independence as laid down U/S 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with Stock Exchange(s) so as to qualify themselves to be appointed as Independent Directors. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors at their separate Meeting. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Board of Directors has adopted the Whistle Blower policy. The policy has provided a mechanism for director employees and other persons dealing with the Company to report to the Chairman of the Audit Committee any instances of unethical behavior actual or suspended framed or violation of the code of conduct of the Company . PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the Company has made investments in earlier years, details of which are given in the Financial Statements. RELATED PARTY TRANSACTIONS There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and hence, enclosing of Form AOC-2 is not required. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint Venture or Associate Company. AUDITORS AND REPORTS The matters related to Auditors and their Reports are as under: 1. Statutory Auditor and their Report: At the Annual General Meeting held on 25/08/2014, M/s Mohindra Arora & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s Mohindra Arora & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. 2. Secretarial Auditor & her Report: Ms. Kavita Thaker, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the Rules there under. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as Annexure B to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. 3. Internal Auditor The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. CORPORATE GOVERNANCE The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Mohindra Arora & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given below : Sales and Profitability The current year was a challenging year for your Company. The Company is trading in agricultural commodities and its allied products. The Company has managed to maintain a growth trajectory in its financial performance in the current year. Marketing and Market Environment The world is witnessing a new trend wherein developing countries like India, China, Brazil & other emerging markets are driving the global economy with their rising domestic consumption patterns. This sustained increase in consumption has led to investment analysts realizing the growth potential of a new asset class namely Commodities. Commodities have also evolved as an asset class with the development of various commodity future indices. The performance of commodities as an asset class is usually measured by the returns on a commodity index, such as the Rogers international Commodity Index (RICI), which tracks the return in 36 different commodity products. In the last 9 years, the RICI Index has given compounded annualized returns of 18.31% as compared to 17.22% returns given by BSE SENSEX. Future Prospects and Government Policy India is set to emerge as the world''s fastest-growing major economy by 2015 ahead of China, as per the recent report by The World Bank. India''s Gross Domestic Product (GDP) is expected to grow at 7.5 per cent in 2015. The improvement in India''s economic fundamentals has accelerated in the year 2015 with the combined impact of strong government reforms, RBI''s inflation focus supported by benign global commodity prices. India''s economy has witnessed a significant economic growth in the recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in 2014. The size of the Indian economy is estimated to be at Rs. 129.57 trillion (US$ 2.01 trillion) for the year 2015 compared to Rs. 118.23 trillion (US$ 1.84 trillion) in 2014. Risk and Concerns The Company is consolidating its existing operations and the Company has not taken is no new project in Company. The government policy will address the widening demand-supply gap in food grain production. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO The statement of particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo are given below: a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption. b) No comment is made on technology absorption, considering the nature of activities undertaken by your Company during the year under review. c) No Expenditure has been made for research and development during the year under review. d) There were no Foreign Exchange earnings or out go during the year under review. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. However, the Court and /or CLB imposed the nominal fine to Directors and Key Managerial Personnel against certain cases issued by the Ministry of Corporate affairs and same has been disposed of and in spite of that some cases are still under process for disposal. LISTING OF SHARES The Equity Shares of your Company are listed with The Calcutta Stock Exchange Ltd. and are also traded under permitted category at BSE Limited. Listing fees has already been paid in pursuance to Clause 38 of the Listing Agreement. SHARES The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review. HRD INITIATIVES Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftmen of the individual by ensuring an enabling environment to develop capabilities and to optimize performance. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013. There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ADDITIONAL INFORMATION TO SHAREHOLDERS All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company''s website www.mavensbiotech.com on a regular basis. CODE OF CONDUCT As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Whole Time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers. By Order of the Board For Mavens Biotech Limited Place : Kolkata Date : 20/08/2015 Bharat Kumar Sah (Whole Time Director

Director’s Report