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Directors Report of Mega Nirman & Industries Ltd.

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 32thAnnual Report together with the Audited Statement of Accounts for the year ended on 31st March 2015.

FINANCIAL RESULTS

(In Rs.)

Particulars 31.03.2015 31.03.2014

Income 22,06,457.00 8,26,774.00

Less: Total Expenditure 16,91,675.16 3,86,045.32

Net Profit/(Loss) before Tax & Depreciation (PBDT) 5,14,781.84 4,40,728.68

Less: Depreciation 3,11,606.00 3,38,576.00

Net Profit/(Loss) after Depreciation before Tax (PBT) 2,03,175.84 1,02,152.68

Less: Provision for Income Tax-Current 1,03,124.00 72,058.00

Profit after Tax 1,00,051.84 30094.68

During the year under review, the Company has earned a profit of Rs. 100051.84/-

DIVIDEND AND RESERVES

During the year under review, the Company did not earn much profit and hence your Director proposes to plough back the profits in the business of the Company and create reserve for the Company. As a matter of this, your Board does not recommend any dividend for the financial year ended 31st March, 2015. The Board proposes to carry Rs 88,92,425/- (Rupees Eighty Eight Lacs Ninety Two Thousand four hundred Twenty Five) to the reserves of the Company.

FUTURE PROSPECTUS

The Company is planning to enter into new projects in the coming years so your Directors are hopeful to grow in coming years and to achieve better financial results. The Company has also applied for listing on Bombay Stock Exchange and it will result in good progress for the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in the receipt of remuneration, which was more than the limits as prescribed under the Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-1

MEETING OF THE BOARD OF THE DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year ELEVEN Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS AND KEY MANEGERIAL PERSOONEL

In pursuant of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Niranjan kumar Poddar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment.

Pursuant to the Provisions of Section 260 and 149 of the Companies Act, 2013 and Articles of Association of the Company and other applicable provisions of Listing Agreement, Mrs. Ruma Mukherjee was appointed as Additional non executive director on the Board of the company on w.e.f 09th December, 2014 who shall hold the office till the date of the ensuing Annual General Meeting. However Mr. Ganesh Ray Directors of the Company expressed their unwillingness to continue on the Board of the Company w.e.f. 23rd June, 2014.The Board placed on record its appreciation of the valuable services rendered during their tenure.

Further pursuant to the Provisions of Section 203 of the Companies Act, 2013 Mr. Kamal Kumar Gupta has been appointed as Chief Financial officer of the company w.e.f 09/12/2014. Ms. Isha Malik was appointed as Company Secretary of the Company on 25/07/2014 and resign on 27/08/2014 due to some unavoidable circumstances after that Ms.Vanshika Rastogi was appointed as Company Secretary of the Company on 11/11/2014.

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 Ms. Nupur Garg was appointed as Internal Auditor of the Company w.e.f from 27/08/2014.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) They have selected such Accounting policies and applied them consistently and made judgements 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 losses of the Company for that period.

c) They 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 or other irregularities.

d) They have prepared the Annual Accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

AUDITORS' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N), were appointed as statutory auditors of the Company till the conclusion of the 33 rd Annual General Meeting to be held for the financial year 2015-2016 on such remuneration as may be determined by the Board of Directors of the Company, subject to ratification of their appointment at every AGM.

Accordingly the appointment of M/s. PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N) statutory Auditors is placed before the shareholders for ratification. In this regard Company has received the Certificate from the Auditor to the effect that, if they are re-appointed then it would be in accordance of the Sec 149 of the Companies Act, 2013.

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

Since the Company do not involve in any manufacturing or processing activities, the particulars as per the Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable.

There is NIL Foreign Exchange Earning and outgo.

RISK MANAGEMENT POLICY OF THE COMPANY

As per SEBI circular dated Sep 15, 2014 the clause 49 is not applicable upon the Companies having paid up equity share capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the last day of the previous financial year.

Taking the view of above our Company does not require constitution of a separate risk management committee. Hence, no particulars regarding the Risk Management Policy are required to be disclosed in this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented as a separate section forming part of the Annual Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s. Anita Aswal, Practising Company Secretary, and his report is annexed as ANNEXURE-2

RECOMMEDATION OF THE AUDIT COMMITTEE

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company has adopted the best Corporate Governance Practices setting out the standards in order to conduct the business of the Company with highest level of integrity and transparency. A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement, forms the part of this Annual Report.

A requisite certificate from the Statutory Auditors of the Company, PVR-N & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given as Annexure-B to the Corporate Governance Report.

RELATED PARTY TRANSACTION

During the period under review the company has not entered into any related party transaction.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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

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

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

CSR POLICY

The Provisions of Sec 135 of the Companies Act, 2013 is not applicable on the Company and hence no particulars are required to be disclosed in this report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has adopted CODES OF FAIR DISCLOSURE AND CONDUCT in the Board meeting held on 30th May, 2015 and the same has been uploaded on the website www.mnil.in of the company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

DECLARATION ON INDEPENDENT DIRECTORS

The Board of Directors declares that they have received the written Declaration from Independent Directors Ms. Ruma Mukherjee, Mr. Veenet Goyel and Mr. Devdraj Baid as per Section 149(6) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere thanks to the employees at all level for their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

For and On behalf of Board of Directors of M/s Mega Nirman& Industries Limited

Place: New Delhi

Date: 8th August, 2015 Sd/- Niranjan Poddar Chairman

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