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Directors Report of Mahaan Foods Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended 31st March, 2015.

1. Financial Highlights

During the year under review, financial performance of your company was as under: (Rs. in lakh)

Particulars 2014-2015 2013-14

Sales & other income 949.68 1385.95

Profit Before Interest and Depreciation & Taxes 9.28 5.2

Profit/(Loss) before exceptional item & taxes -8.83 -168.61

Exceptional item - 227.59

Profit/(Loss) before Tax -8.83 58.98

Tax -47.87 -47.80

Profit/(Loss) after taxes 39.04 106.78

The Company achieved gross turnover including other income of Rs. 949.68 Lakh and posted net profit of Rs 39.04 Lakh for the financial year ended on 31st March, 2015 as against gross turnover including other income of Rs. 1385.95 Lakh and net profit of Rs. 106.78 Lakh in the previous financial year.

2. State of Company's Affairs and Future Outlook

Your company's primary business is manufacturing of dairy products. The company's business was severely affected during the year due to various constraints. Your company is trying to reposition itself in the changing business scenario.

Over the past decade, significant transformation took place in the Indian demographic space which led to heightened consumer interest in value added products. This shift in the dynamics of the dairy industry proved beneficial for the manufacturers since value added products have higher margins.

3. Change in Nature of Business

There was no change in the nature of business of your company during the year.

4. Dividend

No Dividend was declared for the current financial year.

5. Transfer to Reserves

Your Company has not transferred any amount of profits to reserves.

6. Changes in Share Capital

During the year, your Company had increased the Authorized Share Capital of the Company from Rs. 12 Corers to Rs. 20 Corers.

Your Company has neither issued any equity shares with differential rights nor granted any employees stock options/ sweat equity shares to the Directors, Officers or employees of the company during the year.

7. Deposits from Public

During the year your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. Extract of Annual Return

In accordance with Sections 134(3) (a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "ANNEXURE-A."

9. Number of Board Meetings

During the year 12 (twelve) Board Meetings were held, the details of which forms part of the Corporate Governance Report.

10. Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. Particulars of Contracts or Arrangements with Related Parties

Disclosures as required under form AOC-2 are contained in Note 30 (Notes to Accounts).There are no Related Party Transactions which are not at arm's length basis. The policy on Related Party Transactions as approved by Board is uploaded on the Company's website www.mahaanfoods.com.

12. Auditors

A. Statutory Auditors':

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s D. D. Nagpal & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 27th annual general meeting (AGM) of the Company held on September 27, 2014 till the conclusion of the 33rd Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s D. D. Nagpal & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders at the 28th Annual General Meeting of the Company. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

B. Secretarial Auditors':

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 Ms. Shakshi Mittal, Practicing Company Secretary as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "ANNEXURE B".

C. Internal Auditors':

M/s Naresh Kumar & Co., Chartered Accountants, New Delhi are Internal Auditors of the Company.

The Company has filed its Cost Audit Report for the financial year 2013-14 on 13th February, 2015.

13. Explanation to Auditor's Remarks

A. Statutory Auditors

As regards observations contained in the Auditor's Report, the respective notes to the accounts are self-explanatory and therefore, do not call for any further comments.

The management reply to Auditors comment in their Auditors Report is as follows:

Reply to Para 2(e) of the main auditors report

No significant impact is expected on the working results of the Company on this account.

B. Secretarial Auditors

There were no comments in the Secretarial Auditors Report which required any explanation from the directors of the company.

14. Material Changes Affecting the Financial Position of the Company

The inordinate delay in implementation of Company Law Board order dated 3rd September, 2010 involving family settlement amongst the promoters of the company has severely affected the financial position of the company.

15. Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

A. CONSERVATION OF ENERGY:

i) Steps taken or impact on conservation of energy:

ii) The steps taken by the company for utilizing alternate sources of energy

Your Company has taken adequate measures to ensure optimum use of all equipment's so as to conserve energy.

iii) Capital Investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION

The company strives continuously to upgrade its technology adopted in all its operations.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:- Nil

16. Details of subsidiary, joint venture or associates

The Company is having Zeon Life sciences Limited as its associate company in accordance with Section 2(6) of the Companies Act, 2013, however, the shareholding held by the company in Zeon Life sciences Ltd. is subject to inter se transfer of shares between the promoters of the Company & Zeon Life sciences Ltd. in accordance with the Hon'ble Company Law Board order dated 03.09.2010. The Company does not have any subsidiary or Joint venture company.

17. Risk Management

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy is available on the Company Website at: www.mahaanfoods.com

18. Directors & Key Managerial Personnel (KMP)

Mr. Sanjeev Goyal, Chairman cum Managing Director, Mr. G. K. Sharma, Chief Financial Officer and Mr. Vijay Gupta, Company Secretary are the Key Managerial Personnel of your Company under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

At the meeting of the Board of Directors of the Company held on 27 September, 2014, Ms. Saloni Goyal (DIN - 00400832) was appointed as an Additional Director of the Company. She holds the office of directorship up to the date of the ensuing Annual General Meeting.

At the meeting of the Board of Directors of the Company held on 12th February, 2015, Ms. Moutushi Sengupta (DIN - 07092382) and Mr. Achal Kumar Khaneja (DIN - 02282489) were appointed as an Additional/Independent Directors of the Company. The details on their appointment as directors form part of the notice of the AGM. They hold the office of directors up to the date of the ensuing Annual General Meeting. Being eligible, they have also been appointed as Independent Directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year under review, Mr. R.K. Dhall, Independent Director resigned from the company with effect from 28th June, 2014, Mr. Youdhveer Singh Rawat, Independent Director, resigned from the Company with effect from 12th February, 2015. The Board places on record appreciation for valuable contribution made by them to the affairs of the Company during their tenure as Independent Director of the Company.

19. Details of significant & material orders passed by the regulators or courts or tribunal

Your Company operations were severely affected on account of inordinate delay in the settlement of disputes amongst its promoters. The matter is pending for adjudication before the Arbitrator.

20. Internal Financial Controls

Your Company has a proper and adequate system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and the transactions are authorised, recorded and reported correctly. The internal financial control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

Audit Committee periodically reviews the performance of internal audit function and discusses internal audit reports with the Internal Auditor.

21. Fraud

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Directors or the Central Government the occurrence or brewing of any fraud in the Company.

22. Code of conduct for regulating & reporting trading by Insiders and for Fair Disclosure, 2015

Your Company has adopted the "Code of Conduct for Regulating & Reporting Trading by Insiders and for Fair Disclosure, 2015" which, inter alia, prohibits purchase or sale of securities of the Company by Directors, employees and other connected persons while in possession of unpublished price sensitive information in relation to the Company.

23. Disclosure of ratio of Remuneration of Directors and Key Managerial Personnel etc.

The company did not pay any remuneration to the Managing Director and other directors of the company.

As required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee's remuneration and such other details as prescribed therein are given in "ANNEXURE-C" which is attached hereto and forms a part of the Directors' Report.

24. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, names and other particulars in respect of employees of the Company are required to be attached to the Directors' Report. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and other entitled thereto, excluding the information on employees' particulars as there are no employees whose particulars are required to be disclosed in this report.

25. Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to all the members of the Board & senior management of the company. The Code has been posted on the Company's website www.mahaanfoods.com.

26. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

27. Corporate Governance

The clause 49 of the listing agreement is not applicable on your company in view of Securities and Exchange Board of India vide circular no CIR/ CFD/POLICY CELL/7/2014 dated 15th September, 2014, however a separate section on Corporate Governance along with a certificate from the Practicing Company Secretary on its compliance forms an integral part of this report. Further, Management Discussion and Analysis which includes review of operations, performance and future outlook of the Company also forms a part of this report.

28. Corporate Social Responsibility (CSR)

The provisions of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

29. Formal Evaluation of Board, Committees & Directors' Performance

Pursuant to the provisions of the Companies Act, 2013 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 Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The Nomination and Remuneration Committee ("NRC") evaluated 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 a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed taking into account the views of executive directors and non-executive directors of the company.

30. Remuneration Policy

In accordance with the remuneration policy of the company the Nomination and Remuneration Committee recommend the appointment of Director and Senior Management Personnel of the Company, and their appointment or re-appointment, based on their qualifications, professional experience, positive attributes, view points, skills and area of expertise. The Remuneration Policy is placed on the Company's website www.mahaanfoods.com.

31. Whistle Blower/Vigilance Policy

Your Company has established a whistle blower policy/vigil mechanism for the Directors, employees of the company, to report genuine concerns, calling the attention of the Audit Committee to some wrong doing occurring within an organization. Your Company has also provided adequate safeguards against victimization of whistleblowers who express their concerns against such wrong doings occurring in the organization. The Company has also provided direct access to the Chairman of the Audit Committee in exceptional circumstances.

32. Disclosure under sexual harassment of women at Workplace, (Prevention, Prohibition & Redressal) Act, 2013

Your company did not come across any complaint by any employee during the year under review relating to the sexual harassment.

33. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) 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 of the Company for that period;

iii) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

v) the directors had laid down the internal financial control to be followed by the company and that such Internal financial control are adequate and were operating effectively.

vi) 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.

34. Acknowledgements

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the Company.

By order of the Board of Directors Sd/- Place: New Delhi (Sanjeev Goyal) Date: 1st September, 2015 Chairman cum Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Accounts for the year ended as on 31st March, 2014.

PERFORMANCE

The summarized financial results for the year ended 31st March, 2014 and for the previous year ended 31st March, 2013 are as follows:

(Rs. In lacs)

Particulars 2013-2014 2012-13

Sales & Other Income 1385.95 16129.18

Profit before interest and depreciation & taxes 5.20 235.33

Profit/(Loss) before exceptional Item & taxes -168.61 44.02

Exceptional Item 227.59 0.00

Profit/(Loss) before taxes 58.98 0.00

Taxation -47.80 29.23

Profit/(Loss) after taxes 106.78 14.77

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practicing Company Secretary, confirming compliance or otherwise of the conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

The Practicing Company Secretary has pointed out exceptions in compliance of Clause 49 of the Listing Agreement in his certificate which arose on account of judicial restraints imposed on the Company during the year. The Company has mentioned such exceptions in its corporate governance reports submitted with the stock exchanges.

DIRECTORS''

To satisfy the requirements of the provisions of the Companies Act, 2013, Shri Sanjeev Goyal, Chairman cum Managing Director of the Company is made liable to retire by rotation and if re-appointed, his existing terms and conditions of employment with the Company shall remain unchanged.

The Board has recommended to fix the term of Shri Youdhveer Singh Rawat and Smt. Harmeet Kaur, as Independent Directors of the company upto March 31,2019. Mr Rajendra Kumar Dhall resigned as Director with effect from 28th June, 2014.

DEPOSITS

During the year under review, your Company did not invite / accept any Fixed Deposits from the public under Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS''

Messrs D D Nagpal & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board of Directors recommend to the Members of the Company for the reappointment of Messrs. D D Nagpal & Co., Chartered Accountants, as Statutory Auditors of the Company to hold the office for a term of six years from the conclusion of ensuing 27th Annual General Meeting of the Company till the conclusion of 33rd Annual General Meeting of the Company.

COST AUDITORS

In accordance with Audit Committee''s recommendations, the Board has recommended the appointment of M/s. Sanjay Gupta & Associates as the Cost Auditors of the Company for the year ended on March 31,2015. The Company is yet to file its Cost Audit Report for the financial year 2013-14. The Cost Audit Report for the financial year 2012-13 was filed by the company on 20th February, 2014.

INTERNAL AUDIT

Your Company has appointed M/s Naresh Kumar & Co. Chartered Accountants. & Co., Chartered Accountants, New Delhi as Internal Auditors of the Company for the financial year 2014-15.

ACCOUNTS AND AUDIT REPORT

As regards observations contained in the Auditor''s Report, the respective notes to the accounts are self explanatory and therefore, do not call for any further comments.

The management reply to Auditors comment in their Auditors Report is as follows:- Reply to Para 2(iv) of the Main Auditors Report

No Significant impact is expected on the working results of the company on this account.

Reply to Para 2(vi ) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the company. Some of the parties have replied confirming the balances. This is a continuous process and the Company has not faced any problem on these accounts.

Reply to Para 2(vii ) of the Main Auditors Report

The company has relied upon the relevant case laws relating to the transfer of assets and liabilities under family settlement and opinion from the legal expert has also been taken before finalization of accounts. There is no significant impact on the working results of the company on this account.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be furnished in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo is annexed herewith and forms a part of this report.

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards have 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 of the Company for the year under review.

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.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

PERSONNEL

Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the Company.

For and on behalf of the Board of Directors Sd/- (Sanjeev Goyal) Chairman cum Managing Director

Place: New Delhi Date: 23rd August, 2014


Mar 31, 2012

To The Members,

The Directors have pleasure in presenting herewith the Twenty Second Annual Report of together with the Audited Accounts for the financial year ended 31st March, 2013 (Rs in lacs)

Particulars 2011 - 12 2010-11

Sales & Oter Incoe. 18435.27 11939.20

Profit/ (Loss) before taxes 41.64 19.41

Taxation 8.44 8.40

Profit/ (Loss) after taxes 33.19 11.00

One of the parties to the Memorandum of Family Settlement (MOFS), which was executed amongst the promoters of the company approached the Hon''ble High Court, Delhi for redressal of an issue arising out of MOFS. By an order dated 13th December, 2011, the Hon''ble High Court, Delhi restrained your Company for holding its general meetings till further orders. Consequently, the Annual General Meeting of the Company for the year 31st March, 2011 and 31st March, 2012 could not be held within the prescribed period.

The Hon''ble High Court, Delhi has given its verdict on 10th May, 2013 and the matter has been reverted back to Arbitration and the process of settlement is underway.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practicing Company Secretary, confirming compliance or otherwise of the conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report. The Practicing Company Secretary has pointed out exceptions in compliance of Clause 49 of the Listing Agreement in his certificate which arose on account of judicial restraints imposed on the Company during the year.

Out of the present Directors, Shri Aseem Chawla and Smt. Saloni Goyal, retire by rotation, and, being eligible, offer themselves for re-appointment. Your Directors recommend re-appointment of Shri Aseem Chawla and Smt Saloni Goyal as Directors on the Board.

Shri. Aditya Goyal, Shri. Alok Goyal and Shri. Sanjay Kumar Jain Directors of the Company have resigned with effect from 14th February, 2012. The Board places on record its deep appreciation for their contribution to the affairs of the Company during their tenure as Directors of the Company.

COMMITTEES

The Board at its meetings held on 10th May, 2011 and 14th Februar, 201, econst constitution was as follows:

Shri Anand Sekhri Chairperson, Independent & Non-Executive Director

Shri Sanjeev Goyal Member, Executive Director

Shri R. K. Dhall Member, Non-Executive Director

Smt. Harmeet Kaur Member, Non-Executive Director

Remuneration Committee

The Board at its meetings held on 14th February, 2012 reconstituted its Remuneration Committee and its constitution was as follows:

Shri R. K. Dhall Chairman, Independent & Non-Executive Director

Smt. Harmeet Kaur Member, Non-Executive Director

Shri Anand Sekhri Member, Non-Executive Director

Smt. Saloni Goyal Member, Non-Executive Director

Shareholders Grievance Committee

The Shareholders Grievance Committee was reconstituted on 14th, February, 2012 and its constitution was as follows: Smt. Saloni Goyal Chairperson, Non-Executive Director

Shri R. K. Dhall Member, Non-Executive Director

Shri Anand Sekhri Member, Non-Executive Director

DEPOSITS ny has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with

the Companies (Acceptance of Deposit) Rules, 1975 as modified from time to time.

AUDITORS''

M/s D D Nagpal & Co., Chartered Accountants have expressed their willingness to be re-appointed as Auditors of the Company. They have also furnished a certificate U/s 224 (1B) of the Companies Act, 1956 and are eligible for re- appointment. Your Directors recommend appointment of M/s D.D. Nagpal & Co., Chartered Accountants, as auditors at the ensuing Annual General Meeting of the company.

COST AUDIT

The Cost Audit Order No. 52/26/CAB/2010 dated January 24, 2012 covers your Companys manufacturing operations w.e.f. April 1, 2012. Based on the recommendations of the Audit Committee, the Board has appointed M/s Sanjay Gupta & Associates, Cost Accountants, New Delhi as the Cost Auditors of the Company for the financial year 2011-2012.

ACCOUNTS AND AUDIT REPORT

The management reply to Auditors comment in their Auditors Report is as follows:-

Reply to Para 2(iv ) of the Main Auditors Report

No Significant impact is expected on the working results of the company on this account.

Reply to Para 2(vi ) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the Company. Some of the parties have replied confirming the balances. This is a continuous process and the Company has not faced any problem on these accounts.

Reply to Para 9(b ) of the Annexure to the Main Auditors Report

The matters are pending before the appellate authorities and are sub-judice

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, 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 of the Company for the year under review.

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be furnished in terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo is annexed herewith and forms a part of this report.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

PERSONNEL

The relations with the employees of the Company are cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

GREEN INITIATIVE

Your Company wishes to be a part of the Green Initiative of the Ministry of Corporate Affairs (MCA) so as to contribute towards a greener environment. Your Company proposes to send its annual report and other communications electronically to its shareholders and to enable your Company to do so, it is requested that shareholders may kindly fill in their email ID details (in an enclosure annexed to this Annual Report) and send it back to the Company Secretary or The Registrar and Share Transfer Agent of the Company.

The shareholders are also requested to alternatively post/ update their e-mail id details on Companys Website at www.mahaanfoods.com

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the Company

For and on behalf of the Board of Directors

Place: New Delhi (Sanjeev Goyal)

Date: 13th August, 2013 Chairman & Managng Director


Mar 31, 2011

The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the year ended as on 31st March, 2011.

OPERATING RESULTS

The summarized financial results for the year ended 31st March, 2011 and for the previous year ended 31st March, 2010 are as follows:

(Rs. in lakhs)

Particular 2010-11 2009-10

Sales & Other Income 11939.20 10975.1

Profit before interest and depreciation j & taxes 234.54 217.17

Profit/ (Loss) before taxes 19.41 0.45

Taxation 8.40 0.56

Profit/ (Loss) after taxes 11.01 (0.11)

During the year, your Company has dealt with quality issues of its products and is getting a positive feedback from its consumers. The Marketing team of the Company is also geared up to strengthen the marketing base of the company.

The Memorandum of Family Settlement (MOFS) involving your company is still under implementation under the supervision of Mediator appointed by the Humble Company Law Board and efforts are being made by all of its constituents to expedite the same.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practicing Company Secretary, confirming compliance or otherwise of the conditions of corporate governance as stipulated under clause 49 of the Listing Agreement, forms part of the Annual Report.

DIRECTORS

Out of the present Directors, Shri Anand Sekhri and Smt Harmeet Kaur, retire by rotation, and, being eligible, offer themselves for re-appointment. Your Directors recommend re-appointment of Shri Anand Sekhri and Smt Harmeet Kaur as Directors on the Board.

Shri Aditya Goyal, Shri Alok Goyal , Smt. Parul Seth and Smt. Meera Aggarwal were appointed as Additional Directors by the Board of Directors at its meeting held on 19th October 2011. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and the Articles of Association of the Company, they hold office as Director only up to the date of ensuing Annual General Meeting of the Company. The Board recommends that their appointment is regularized as Directors at the ensuing Annual General Meeting of the Company.

RECONSTITUTION OF COMMITTEES

The Board at its meeting held on 10th May, 2011 has reconstituted its Audit Committee, Remuneration Committee and Shareholders Grievance Committee as follows:

Audit Committee

Shri Anand Sekhri Chairman, Independent & Non Executive Director

Shri Sanjeev Goyal Member, Executive Director

Shri Sanjey Kumar Jain Member, Non Executive Director

Smt Harmeet Kaur Member, Non Executive Director

Remuneration Committee Shri Rajender Kumar Dhall hairman, Independent & Non Executive Director

Shri Anand Sekhri Member Non Executive Director

Shri Sanjay Kumar Jain Member, Non Executive Director

Shareholders Grievance Committee

Smt. Saloni Goyal Chairman, Non Executive Director

Shri Anand Sekhri Member, Non Executive Director

Shri Sanjay Kumar Jain Member, Non Executive Director

DEPOSITS

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as modified from time to time.

AUDITORS

M/s D D Nagpal & Co., Chartered Accountants have expressed their willingness to be re- appointed as Auditors of the Company. They have also furnished a certificate u/s 224 (1B) of the Companies Act, 1956 and are eligible for re-appointment. Your Directors recommend appointment of M/s D.D. Nagpal & Co., Chartered Accountants, as auditors at the ensuing Annual General Meeting of the Company.

ACCOUNTS AND AUDIT REPORT

The management reply to Auditors comment in their Auditors Report is as follows:-

Reply to Para (iv) of the Main Auditors Report

No significant impact is expected on the working results of the Company on this account.

Reply to Para (vi) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the Company. Some of the parties have replied confirming the balances. This is a continuous process and the Company has not faced any problem on these accounts.

Reply to Para (vii) of the annexure to auditors report:

The Company has appointed a firm of Chartered Accountants as Internal Auditors for the Financial Year 2011-12.

Reply to Para (ix b) of the annexure to auditors report:

The matters are pending before the appellate authorities and are sub-judice.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, 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 of the Company for the year under review.

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.

GREEN INITIATIVE

Your Company wishes to be a part of the 'Green Initiative' of the Ministry of Corporate Affairs (MCA) so as to contribute towards a greener environment. Your Company proposes to send its annual report and other communications electronically to its shareholders and to enable your Company to do so, it is requested that shareholders may kindly fill in their email ID details (in an enclosure annexed to this Annual Report) and send it back to the Company Secretary or The Registrar and Share Transfer Agent of the Company.

The shareholders are also requested to alternatively post/ update their e-mail ID details on Company's Website at www.mahaanfoods.com

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended.

PERSONNEL

The relations with the employees of the Company are cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also acknowledge the trust and confidence reposed by you in the Company.

For and on behalf of the Board of Directors

Sd/-

(Sanjeev Goyal)

Chairman & Managing Director Place: New Delhi

Date: 1st December, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2009

STATE OF AFFAIRS

A petition involving the company was filed under section 397/ 398 of the Companies Act, 1956 and the Honble Company Law Board ( CLB ) vide its order dated 2nd June, 2009 restrained the company in holding its Board Meetings till further orders. The Honble CLB vide its final order dated 3 September, 2010 has taken on record the settlement involving your company and has directed / mentioned regarding the following

The status quo ordered on 2 June, 2009 on holding of the Board Meetings has been vacated

2. The company has been permitted to extend the time for holding the Annual General Meetings and signing of its Annual Accounts for the financial years 2008-2009 and 2009- 2010 till 31 December, 2010

3. The company has been allowed to file its pending quarterly results with the Stock Exchanges till 31st December, 2010

4. The delay, occuring in any regulatory compliance of provisions of the Companies Act, 1956 having penal consequences has been condoned.

5. For giving effect to the settlement, all regulatory bodies shall take into consideration the point no.4 mentioned above while regularising all defaults in the Company.

The implementation of the order is in progress under the supervision of Mediator appointed by the Honble CLB.

OPERATING RESULTS

The summarized financial results for the year ended 31 March, 2009 and for the previous year ended 31st March, 2008 are as follows: -

(Rs in lacs)

2008-09 2007-08

Sales & other income 8893.81 9264.09 Profit before interest and depreciation & taxes 285.29 350.92

Profit / ( Loss) before taxes 52.67 131.88

Taxation 0.79 18.60

Profit / ( Loss) after taxes 51.88 113.28

In addition to legal wrangles faced by the company during the years 2009, increase in the costs in terms of raw material inputs, services, power and fuel also contributed to inadequate profits of the company. The company has taken necessary steps for achieving higher productivity by curtailing costs improving thereby overall efficiency and achieving higher outputs. The company is also on look out of increasing its sales revenues by increase in prices as well as increase in quantum of its sales.

DIVIDEND

In view of the marginal profits of the company and in order to conserve the resources for the growth of the company, the Directors do not recommend any dividend for the year under review.

CORPORATE GOVERNANCE

Report on the Corporate Governance along with the certificate from a Practising Company Secretary, confirming compliance or otherwise of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Annual Report.

DIRECTORS

None of the Directors is retiring by rotation this year as all the Directors who were appointed as Additional Directors of the company during the years 2009 are now being regularised as Directors at the forthcoming Annual General Meeting of the company. The Board recommends appointment of Shri Sanjeev Goyal, Smt Saloni Goyal, Shri Anand Sekhri, Smt Harmeet Kaur, and Shri Sanjay Kumar Jain as Directors in the best interests of the company.

DEPOSITS

The company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies ( Acceptance of Deposit ) Rules, 1975 as modified from time to time..

AUDITORS

Messrs Dawar Mathur & Goel, Chartered Accountants have furnished a certificate u/s 224(1B) of the Companies Act, 1956 and are eligible for appointment. Your Directors recommend appointment of M/s Dawar Mathur & Goel., Chartered Accountants as auditors at the ensuing Annual General Meeting of the company.

ACCOUNTS AND AUDIT REPORT

The management reply to Auditors comment in their Auditors Report is as follows:-

Reply to Para (iv) of the Main Auditors Report

No significant impact is expected on the working results of the company on this account

Reply to Para (vi) of the Main Auditors Report

Letters for confirmation of balances as appearing under debtors and creditors, advances to the suppliers have been sent by the company. Some of the parties have replied confirming the balances. This is a continuous process and the company has not faced any problem on these accounts.

Reply to Para 1 (a) of the Annexure to Auditors Report

The Company has already initiated steps for physical verification of the fixed assets.

Reply to Para 7 of the Annexure to Auditors Report

The company has already taken appropriate steps to strengthen and enlarge the scope of Internal Audit.

Reply to Para 9( b) of the Annexure to Auditors Report

The matters are pending before the Appellate Authorities and are sub-judice

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be furnished in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & outgo is annexed herewith & forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Sec. 217(2AA) of the Companies Act, 1956, the Directors state that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) 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 of the company for the year under review.

c) The Directors have 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 have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year there were no employees who were in receipt of remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies ( Particulars of employees ) Rules , 1975 as amended .

PERSONNEL

The relations with the employees of the Company continued to be cordial. Your Directors wish to place on record their appreciation for the excellent work done by the employees at all levels.

ACKNOWLEDGEMENTS

Your Directors express their sincere gratitude and deep appreciation for the co-operation and assistance given by the financial institutions, banks, suppliers and customers of the Company during the year under report and look forward to their continued support. Your Directors also thankfully acknowledge the trust and confidence reposed by you in the company.

For and on behalf of the Board of Directors

Sd/- Place : New Delhi ( Sanjeev Goyal )

Dated : 25th November, 2010 Chairman & Managing Director





 
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