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Directors Report of Mahavir Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 2014-15 Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS: (Amount in INR)

Particulars (Standalone) 2014-15 2013-14

Total Income 20,42,368 4,54,77,116

Total Expenditure 20,23,048 4,59,38194

Profit before Tax 19,320 (4,61,077)

Provision for Tax 7,100 -

Profit after Tax 12,220 (4,61,077)

Add: Balance of Profit brought forward - -

Profit available for appropriation :

Transfer to Reserves 12,220

Surplus carried to the Balance Sheet

Earning per Equity Share (Face Value: Rs. 10/)

Basic 0.001 (0.07)

Diluted 0.001 (0.07)

2. DIVIDEND: There was very minimum amount of profit because of which the Board could not declare any interim nor final dividend during the financial year ended 31st March 2015.

3. RESERVES: The appropriations for the year are:

Particulars Standalone(Rupees)

Net Profit for the year 12,220

Balance of Reserve at the beginning of the year (6,73,96,346)

Transfer to General Reserve -

Balance of Reserve at the end of the year (6,73,78,575)

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR: The Company's turnover was Rs. 8,95,000 during the current year, as against Rs. 4,51,56,390 during the previous year. The NPAT during the current year has been Rs. 12,220 as against loss of 4,61,077 during the previous year 2013 14.

The slowing down of the economy has severely impacted the sales during the current year. Still the company has made marginal profit as compared to loss in the previous year. Further, the increase in the cost of power, fuel and the consumables had adversely impacted the profitability and stressed the margins. The Company is trying its best to improve and maintain its existence in the competitive market.

5. DIRECTORS' RESPONSIBILITY STATEMENT: As per the clause (c) of sub section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: During the year the company didn't enter into any joint venture with any company nor it has any subsidiary or associated company. Thus a separate performance and financial position need not be submitted in separate form (AOC-1)

7. PUBLIC DEPOSITS / LOANS & ADVANCES, OR INVESTMENTS: Your Company has not accepted any deposits from the public during the year under review. Your company even didn't have repayment of deposits or any interest payment to be made for any of the previous years. The particulars of loans/ advances, investments under Section 186 of the Companies Act, 2013 and as per Clause 32 of the Listing Agreement are given in the notes forming part of the Financial Statements.

8. SHARE CAPITAL: Your Company had neither increased its authorised share capital nor had raised any capital from public during the year ending 31st March 2015.

9. ESTABLISHMENT OF VIGIL MECHANISM: Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. As part of the Vigil Mechanism a dedicated telephone line and email address are provided. The Whistle Blower Policy is made available on the website of the Company.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the company's policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy& completeness of accounting records and timely preparation of reliable financial information.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure I).

12. CORPORATE GOVERNANCE CERTIFICATE: The Compliance certificate from the auditors secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During the year under review, the meeting of the board of Directors was conducted 5 times on 15th May 2014, 14th August 2014, 3rd September 2014, and 14th November 2014 and on 14th February 2015. Your company had followed all regulations and provisions of Companies Act 2013 and rules laid for the meetings and followed all the secretarial standards while conducting the meetings.

14. DIRECTORS: Mr. Sanjeev Kumar (Din: 06625416) resigned from the Board w.e.f. 03/09/2014 and Mrs. Nirmala D Bansal (DIN: 06965900) was appointed as the Additional Director of the Company w.e.f 03/09/14 who was regularized as Director in the aGM held 30/09/2014. The board proposed to appoint Mrs. Nirmala Bansal (DIN: 06965900) as the Managing Director of the Company and puts the resolution for the approval from the members in the AGM to be held on 30/09/2015.

Mr. Rajesh Sharma (Din: 06606992) retires by rotation and being eligible offers himself for re-appointment. Pursuant to section 149 of the Companies Act, 2013 ("Act") the tenure of the Independent Directors is upto five consecutive years from the commencement of the Act. The Board recommends to appoint Mr. Prabhu Chettiyar (DIN:05206201) as the Independent Director of the Company for the period of 5 years after the Act came into effect & appointed Mr. Harsh V Mehrotra (DIN: 06965318) as the Independent Director and Mr. Nirav M Shah (DIN: 03088022) as the Independent Director.

A Changes in Directors and Key Managerial Personnel: The Company has appointed following KMP:

i. Ms. Isha Patel as Company Secretary of the Company w.e.f. 30/05/2015

B. Declaration by an Independent Director(s) and re appointment, if any: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

C. Annual Evaluation of the Board: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the committees and peer evaluation. The summary of the evaluation reports were presented to the respective Committees and the Board for their consideration.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

15. MANAGERIAL REMUNERATION: Your company has not paid any remuneration to the Executive Director or Non - Executive Directors of the Company.

16. PARTICULARS OF LOANS. OR INVESTMENTS UNDER SECTION 186:

During the year, the Company has given loan / Investment to the following:

Name of Entity Amount Particulars of Loan/Investment

Vinod Cotton Corp Pvt. Ltd 75,00,000/- Loan

G.C. Construction & development 9900000 Acquisition of shares Industries Pvt. Ltd of the Company

Capital Trade Links Ltd 14887050 Acquisition of shares of the Company

Name of Entity Purpose of loan and investment

Vinod Cotton Corp Pvt. Ltd Investment

G.C. Construction & development Investment Industries Pvt. Ltd

Capital Trade Links Ltd Investment

The amount of loan, guarantee and investment made is within the limits prescribed u/s 186 of the Companies Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Your Company had not entered in any contract or arrangement with related parties referred in sub-section (1) of section 188 of the Companies Act, 2013.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipment's;

(B) Technology absorption:

a) the efforts made towards technology absorption;

b) the benefits derived like product improvement, cost reduction, product development or import substitution;

c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

d) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

There was no outflow and inflow of the foreign exchange current or technology.

19. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board re constituted some of its Audit Committee, Independent Director Committee, Nomination, Remuneration Committee and Investor and Stakeholder Committee and also formed a Corporate Social Responsibility Committee.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

20. AUDIT COMMITTEE: The Company has formulated Audit Committee in terms of Sec 177 of the Companies Act, 2013. The Audit Committee comprises of the following (1) Prabhu Chettiyar (2) Rajesh Sharma (3) Nirav Shah (4) Harsh Mehrotra. The more details of Audit Committee meetings and the dates of meeting and directors who attended the meeting are mentioned in the Corporate Governance Report of this report.

21. NOMINATION AND REMUNERATION COMMITTEE: The nomination and remuneration committee has adopted policy under Section 178 (3) of the Companies Act, 2013. The policy was formulated and the same is available on the website in the below mentioned link. (Link: http://miltd.co.in/PDF/Code-of- Conduct.pdf)

22. STATUTORY AUDITORS: M/s. Solanki & Associates, Chartered Accountants (Firm Registration No. 110332W), Mumbai, Chartered Accountants, were the statutory auditors of the Company, hold office upto the conclusion of the forth coming Annual General Meeting (AGM) and are eligible for re appointment. Pursuant to the provisions M/s. Solanki & Associates as the statutory auditors of the Company from the conclusion of the forth coming AGM upto the of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint conclusion of AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. A certificate from them has been received to the effect that their re appointment, if made, would be within the prescribed limits.

23. AUDITORS' OBSERVATION & REPORT: Auditor's observations are suitably explained in notes to the Accounts and are self explanatory.

24. SECRETARIAL AUDIT REPORT: A Secretarial Audit Report given by Nilesh Pradhan & Co, Practising company secretary has been annexed with the report. Your company had not appointed CFO & Company Secretary for the year ending 31/03/2015 as there was not much business during the year. Your company has appointed whole time Company Secretary on 30/05/2015. Your company had intimated to the stock exchange about the book closure but had failed to publish a newspaper notice for the same.

25. EXTRACT OF THE ANNUAL RETURN: The extract of the annual return has been annexed with the report.

26. ACKNOWLEDGEMENTS: The Board of Directors wish to acknowledge the continued support and co operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors Mahavir Industries Limited

Place : Mumbai Date : 04/09/2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty-Sixth Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULT:

PARTICULARS AS AT 31/03/2014 AS AT 31/03/2013 (In Rs.) (In Lacs) (In Rs.) (In Lacs)

Sales 451.56 4339.52

Other Income 3.21 0

Profit/(Loss) before Taxation -4.61 1.067

Provision of Current Tax 0 0.33

Net Profit after Tax -4.61 0.35

Balance Carried to Balance Sheet -639.91 -669.32

DIVIDEND:

There were no profits during the year and thus your directors could not recommend payment of dividend to you.

REVIEW OF OPERATIONS:

The turnover of the Company during the current financial year is Rs. 451.56 lacs as compared to Rs. 4339.52 lacs in the previous year, which registered a decrease of 89.59%. The profit before interest, depreciation and tax in the year 2012-13 was Rs. 1.06 lacs and in the year 2013-14 the Company booked loss of Rs. 4.61 Lacs. The future outlook of the Company''s business is dealt within the management discussion and analysis.

INCREASE IN SHARE CAPITAL:

The Authorized Capital of the Company was increased to Rs. 10,00,00,000 /- divided into 1,00,00,000 equity shares of Rs. 10/- each and further the company made the allotment of Rs. 36936100/- divided into 36,93,610 equity shares of Rs. 10 /- on the preferential basis to non promoter group. The Company has made the application with BSE for the listing of those shares and is awaiting for the approval of the same.

COMPLIANCE OF CODE OF CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is given as Annexure ''A'' to this Report.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from the public in terms of Section 58A of the Companies Act, 1956 and Rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

RESEARCH AND DEVELOPMENT:

The company doesn''t have any research & development activity to be carried out.

DIRECTORS:

Mr. Sanjeev Kumar, Director of the Company has resigned from the Board w.e.f 03.09.2014. Mrs. Nirmala D Bansal (DIN: 06965900) was appointed as the Director of the Company w.e.f 03.09.14 Pursuant to section 149 of the Companies Act, 2013 ("Act") the tenure of the Independent Directors is upto five consecutive years from the commencement of the Act.

The Board recommends to appoint Mr. Prabhu Chettiyar (DIN:05206201) as the Director of the Company for the period of 5 years after the Act came into effect & appointed Mr. Harsh V Mehrotra (DIN: 06965318) as the Independent Director and Mr. Nirav M Shah (DIN: 03088022) as the Independent Director.

AUDITORS:

M/s. Nitin Mittal & Co., Chartered Accountant, were the statutory auditors of the company for the financial year ended 31st, March, 2014.

INDUSTRIAL RELATONS:

Your company is pleased to inform that the relations with employees including workmen at all levels continue to be warm and cordial.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Sec 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm

1. That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

2. That 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 loss of the company for that period.

3. That 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.

4. That the directors had prepared the annual accounts on a going concern basis.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988: Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

Our Company is committed to the conversation of the resources. There is no wastage of energy and the working groups formed by the company for this purpose, continuously monitor the consumption of various forms of energy and evaluate the option available for energy conservation. Investments will be made, when required, for any activity identified as a source for helping us to achieve further energy savings. The Company is not using any foreign technology.

ACKNOWLEDGMENTS:

The Board of Directors would like to record their appreciation of the continued support and co-operation received from the Government of India, Government of Maharashtra and the Financial Institutions. The Directors would also like to thank all the esteemed Customers, Dealers, Suppliers, and Auditors of the Company.

The Directors also wish to place on record their sincere appreciation of the employees at all levels for their dedicated contribution towards the growth of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR MAHAVIR INDUSTRIES LIMITED

(MANAGING DIRECTOR)

PLACE: Mumbai DATE: 03/09/2014

 
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