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