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Mishka Exim Ltd.

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Annual Report

For Year :
2018 2016

Director’s Report

To the Members,

Mishka Exim Limited,

The Directors have pleasure in submitting the fourth Annual Report and Financial Statements for the period ended 31st March 2018.

1 FINANCIAL PERFORMANCE

(Rs. In Lakhs)

Standalone

Consolidated

Particulars

For the F.Y 2017-18

For the F.Y 2016-17

For the F.Y 2017-18

For the F.Y 2016-17

Revenue from operations

868.60

2255.71

876.08

2319.15

Operating Expenditure

869.38

2240.81

876.60

2310.56

Earning before interest, depreciation and amortization and tax

(0.78)

14.9

(0.52)

8.59

Other Income

2.34

6.58

22.35

17.05

Finance Cost

-

-

-

-

Depreciation and amortization expense

16.77

18.47

16.92

19.57

Profit Before Exceptional Items and tax

4.79

3.01

5.45

6.07

Tax Expense

(9.87)

(8.19)

(10.19)

(6.93)

Net Profit/ Loss After Tax

(5.07)

11.20

4.73

13.01

Surplus carried to Balance Sheet

(5.07)

11.20

4.73

13.01

2 LISTING OF SHARES

The Equity Shares of the Company (Scrip Code 539220) are listed on BSE. The company has migrated from SME Platform of BSE Limited to main Board of BSE Limited on 25.07.2017.

3 AMOUNT TRANSFERRED TO RESERVE

During the year no amount was transferred to reserve.

4 DIVIDEND

Keeping in view, the working capital requirement director has decided to skip the dividend for the year.

5 COMPANY’S PERFORMANCE

Revenue from operations for the financial year 2017-18 at Rs.868.60 Lakhs was lesser by 13% over last year (Rs 2,255.72 Lakh in 2017-18). At the end of the Financial Year ended 31st March, 2018 the Company reported Loss amounting to Rs. 507,232.00 for financial year 2017-2018. The company expects good business and returns in future.

6 NUMBER OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

Your Company has following Subsidiaries Companies:

1. M/s Mishka Capital Advisors Limited and

2. Cross River Securities Limited

During the Year under review, your Company has decrease its shareholding in M/s Cunning ways Limited from 51% to 19.26%, M/s Mishka Infratech Limited from 51% to 19% , M/s Yuki avenues Limited from 51% to 19% and in M/s Glace Educom Limited from 51% to 19%. Consequently, M/s Cunning Ways Limited, M/s Mishka Infartech Limited, M/s Yuki Avenues Limited and M/s Glace Educom Limited ceased to be its subsidiary of the Company.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013(‘Act”). There has been no material change in the nature of the business of the subsidiary.

To comply with the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Subsidiary Company of your Company in Form AOC-1 is attached to the financial statements of the Company as Annexure- C.

7 BOARD MEETINGS

Total 10 Board Meetings were held during the period under review. The time gap between two Board Meetings did not exceed the prescribed limit of 120 days. The requisite quorum was present for all the Board meetings held during the financial year 2017-18.

The Details of the meetings of the Board attended by the Directors during the financial year 2017-18, their attendance at the fourth Annual General Meeting of the Company as on 31st March, 2018 are given below:

S No.

Date

No. of Directors present

1.

06.05.2017

6

2.

30.05.2017

6

3.

19.07.2017

4

4.

25.07.2017

4

5.

23.08.2017

4

6.

17.10.2017

4

7.

14.11.2017

4

8.

24.11.2017

3

9.

18.12.2017

3

10.

14.02.2018

3

8 DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR APPOINTMENT AND RESIGNATIONS

1. Ms. Rajna Kumari has resigned as Company Secretary with effect from 14.11.2017. The Board places on record its appreciation for the assistance and guidance provided by Ms. Rajna Kumari during her tenure as Company Secretary of the Company.

2. Mr. Rajneesh Kumar Garg & Mr. Naresh Kumar Garg have resigned from the post of Independent Director of the Company with effect from May 30, 2017. The Board places on record its appreciation for their assistance and guidance provided by them.

3. Mr. Varun Gupta had resigned from the post of Directorship of the Company with effect from May 30, 2017. The Board places on record its appreciation for his assistance and guidance provided by him.

4. Mr. Saksham Agarwal, appointed as an Additional cum Independent Director on its board meeting held on May 30th, 2017 (Subject to the approval of members by Special resolution) for a period of 5 years. A notice has been received from a member of the Company proposing his candidature for being appointed as an Independent Director of the Company.

5. Mr. Saksham Agarwwal has resigned from the post of Independent Director of the Company with effect from November 14th , 2017. The Board places on record its appreciation for their assistance and guidance provided by them.

6. Mr. Ujjwal Singhal was appointed as an Additional cum Independent Director on its Board meeting held on November 24th, 2017 (Subject to the approval of members by Special resolution) for a period of 5 years. A notice has been received from a member of the Company proposing his candidature for being appointed as an Independent Director of the Company.

Further, Mrs. Anju Agrawal being offered herself for appointment as Women cum Independent Director of the company on 28.05.2018 for a period of 5 years and she regularized on upcoming Annual General Meeting of the Company to be held on 29th September, 2018 and becomes Independent Director of your Company. Further, Mr. Ujjwal Singhal has resigned from the post of Additional cum Independent Director of the Company on 04.06.2018.

RE-APPOINTMENT

To comply with the provisions of Section 152 of the Companies Act, and in terms of the Articles of Association of the Company, Mr. Rajneesh Gupta Director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offer herself for reappointment. Your Board of Directors recommends their re-appointment.

9 BOARD INDEPENDENCE

Definition of Independence of Directors is derived from Section 149(6) of the Companies Act, 2013.

Based on the disclosure received from the Directors under Section 149(7) of the Companies Act, 2013 and on evaluation of the relationship disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Mr. Akhil Mohan Gupta

b) Mr. Saksham Agarwal ( 30.05.2017-14.11.2017)

c) Mr. Ujjwal Singhal (Resigned on 04.06.2018)

d) Mrs. Anju Agrawal ( appointed on 28.05.2018)

10. DECLARATION OF INDEPENDENCE

All the Independent Directors of the Company have given their respective declarations stating that they meet the criteria prescribed for independence under the applicable laws and in the opinion of the Board, all the Independent Director of the Company meet the said criteria.

11 COMPOSITION OF COMMITTEES

The Board has the following Committee during the period under review:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

Audit Committee

The Company has constituted an Audit Committee as per the provisions of Section 177 of the Companies Act, 2013. Due to Appointment and resignation of Independent Directors composition of the Committee is reconstituted as set out in the following table:

S.No.

Name of the Director

Status

Nature of Directorship

1

Mr. Akhil Mohan Gupta

Chairman

Independent Director

2

Mr. Ujjwal Singhal (appointed on 24.11.2017)

Member

Independent Director

3.

Mr. Saksham Agarwal (30.05.2017-14.11.2017)

Member

Independent Director

4

Mr. Rajneesh Gupta

Member

Executive Director

Stakeholder Relationship Committee

The Company has a Stakeholder Relationship Committee to redress the complaints of the Shareholders. Due to Appointment and resignation of Independent Directors composition of the Committee is reconstituted as set out in the following table:

S.No.

Name of the Director

Status

Nature of Directorship

1

Mr. Ujjwal Singhal(appointed on 24.11.2017)

Chairman

Independent Director

2.

Mr. Saksham Agarwal (30.05.2017- 14.11.2017)

Chairman

Independent Director

3

Mr. Akhil Mohan Gupta

Member

Independent Director

4

Mrs. Suman Gupta

Member

Non Executive & Non Independent Director

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee. Due to Appointment and resignation of Independent Directors composition of the Committee is reconstituted as set out in the following table:

S. No.

Name of the Director

Status

Nature of Directorship

1

Mr. Akhil Mohan Gupta

Chairman

Independent Director

2

Mr. Ujjwal Singhal (appointed on 24.11.2017)

Member

Independent Director

3

Mr. Saksham Agarwal (30.05.2017- 14.11.2017)

Member

Independent Director

4

Mr. Rajneesh Gupta

Member

Executive Director

12 REMUNERATION POLICY

The Company has formulated a policy known as Nomination and Remuneration Policy to govern the appointment and payment of remuneration to Directors and KMPs.

13. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

There were no employees in the Company whose remuneration exceeded the limit as mentioned under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14 GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of sweat equity shares

c. The Managing Director of the Company did not receive any remuneration or commission from its holding or subsidiary company.

d. Disclosure required under Section 67 of the Companies Act, 2013

15 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) that in the preparation of the accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed along with proper explanation relating departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year on going concern basis.

e) the Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Prakash & Santosh, Chartered Accountants were appointed as statutory auditors for a period of five years from the conclusion of the Second Annual General Meeting until the conclusion of the Seventh Annual General of the Company.

Auditors’ Remark

There is no auditor’s remark in the Auditor report given notes referred to in their report is self-explanatory. The explanation contained in those comments/notes may be treated as information/explanation submitted by the board as contemplated U/s 129 (1) of the Companies Act, 2013.

17. SECRETARIAL AUDITOR

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 has appointed M/s Mayuri Sinha & Co. a firm of Company Secretary in practice to undertake the Secretarial Auditor of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st march, 2018 is Annexure- A to the report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in his report.

18. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

19. EXTRACT OF ANNUAL RETURN

During the year, the Company has not entered into any material significant transactions with its Promoters, Directors, Management, Subsidiaries or Relatives of the Directors/ Management, which could lead to potential conflict of interest between the Company and these parties, other than transactions entered into in the ordinary course of the Business.

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of the annual return in the prescribed format on website of the Company http://mishkaexim.com

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES.

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure-B to the Board Report.

21 DEPOSITS

During the year, the company has not accepted any deposits from public.

22 PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments if any covered under Section 186 of the Companies Act, 2013 and it have been disclosed in the financial statements.

23 CORPORATE SOCIAL RESPONSIBILITY

Provision under Section 135 of the Companies Act, 2013 and the rules made there under are not applicable to the Company. Hence no disclosure on Corporate Social Responsibility was taken on record.

24 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has no activities relating to conservation of energy or Technology Absorption.

25 FOREIGN EXCHANGE EARNING & OUTGO

The company has no dealing in foreign exchange. And has no earnings and outgo.

26 DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal Control System, commensurate with size, scale and complexity of its operation. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

27 RISK MANAGEMENT POLICY

Adequate steps have been taken by the company for the development and implementation of Risk Management Policy including identification of elements of risk in the opinion of the Board that may threaten the existence of the company.

28 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no Material Changes and Commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate (i.e. March 31, 2018) and the date of the Report i.e. 03rd September, 2018

29 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns or grievance regarding unethical practice. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to Chairman of the Audit Committee, in exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company (http://www.mishkaexim.com)

30 CORPORATE GOVERNANCE

The Company is committed to achieving to the highest standards of Corporate Governance and it constantly benchmarks itself with the best practices in this regard.

The report on Corporate Governance for the Financial Year 2017-18 along with a certificate issued by the by the Statutory Auditors of the Company confirming compliance with mandatory requirements relating to Corporate Governance as stipulated under Chapter IV of the Listing Regulations, form part of this report.

The Governance framework of the Company incorporates all the mandatory requirements as prescribed in the Listing Regulations. The Company has also adopted the non- mandatory requirements as recommended in the Listing Regulations, detailed in the Report on Corporate Governance, which form part of this report as appended Annexure- D.

31 ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record the co-operation and support given by the departments of governments, financial institutions, banks, valued shareholders, clients and the employees at all levels of the company.

On Behalf of the Board

for Mishka Exim Limited

Date: 03.09.2018

Place: Delhi sd/- sd/-

Rajneesh Gupta Suman Gupta

(Managing Director) (Director)

DIN: 00132141 DIN: 00027797

Add: 41 Shanti Vihar Add: 41 Shanti Vihar,

Delhi- 110092 Delhi- 110092

Director’s Report