| Dear Members,
Your Directors are pleased to present their 33rd Annual Report together
with the Balance Sheet and the Profit and Loss Accounts for the
financial year ended March 31, 2015 and the Auditors Report thereon.
FINANCIAL PERFORMANCE:
(Rs. In Lacs)
Nine Months
Year Ended Period Ended
Particulars 31-03-2015 31-03-2014
Total Revenue 284.52 196.55
Less: Total Expenses 281.12 189.65
Profit before Tax 3.40 6.90
Less : Provision For Tax 1.20 2.00
Less : Deffered Tax 0.09 -
Less : Short/ Excess earlier year - -
Profit/ (Loss) after Tax 2.10 4.90
* OPERATIONS :
During the year under review, the Company earning a total revenue of
Rs. 284.52/- Lacs in comparison to the total revenue of Rs. 196.55/-
Lacs generated in previous nine months period ended 31st March 2014.
The profit after tax comes to Rs. 2.10 lakhs during the year as
compared to Rs. 4.57 Lakhs in previous nine months period ended 31st
March 2014. The reason behind the decrease in profit after tax is
increase in total expenses.
Your Directors are trying hard to reduce the expenses so that the
profit margin can be increased. Your Directors are optimistic about
favourable market conditions in the coming years which shall further
result into good profits.
* DIVIDEND:
In order to plough back the profits for future operations, the Board of
Directors of your Company do not recommend any dividend for the year
2014-15.
* DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:
In accordance with the provisions of section 152[6] of the Act and in
terms of Articles of Association of the Company, Mr. Tilokchand Kothari
[DIN: 00413627] will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment. The Board
recommends his reappointment.
During the year under review, Mr. Ravi Grover has resigned from the
Directorship w.e.f. 23rd January 2015. The Board has accepted his
resignation by way of Circular Resolution. Mr. Kanwarlal Rathi has
been appointed on Board w.e.f. 27th August 2014. He was regularized at
the Annual General Meeting held on 30th September 2014 and in the same
Meeting, the Shareholders have granted their approval for appointing
him as Whole - Time Director of the Company.
* DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent
Directors confirming that they meet with the criteria of independence
as prescribed both under Section 149 (6) of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the Bombay Stock Exchange
(BSE).
* INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an established internal control system
designed to ensure proper recording of financial and operational
information, compliance of various internal controls and other
regulatory and statutory compliances. Internal Audit is conducted
throughout the organization by qualified independent Internal Auditors.
Findings of the Internal Audit Report are reviewed by the Management
and by the Audit Committee of the Board and proper follow up actions
are ensured wherever required.
* CHANGE IN THE NATURE OF BUSINESS:
During the period under review, there is no change in the nature of
business of the Company. The Company continues to operate in the
trading of grey cloth.
* EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9
as required under Section 92 of the Companies Act, 2013 (herein after
referred to as "the Act") forms an integral part of this Report as
"Annexure A".
* MEETINGS OF THE BOARD:
During the year, Eight (8) Board Meetings were held by the Company on
May 15, 2014, May 29, 2014, July 09, 2014, July 25, 2014, August 13,
2014, August 27, 2014, November 14, 2014 and February 14, 2015.
The intervening gap between the meetings was as prescribed under the
Companies Act, 2013 and Clause 49 of the Listing Agreement entered with
the BSE. The details of the Committee Meetings held during the period
under review forms part of the Corporate Governance Report.
* DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) 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;
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 and
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.
* NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report as hosted on the
www.mahacorp.in website of the company.
* AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company, comprises
of three (3) Members, namely Mr. Rajendra Mehta, Ms. Jayanti Sharma and
Mr. Tilokchand Kothari. Two- third of the Members are Independent
Directors and one is Executive Director. The Chairman of the Committee
is Mr. Rajendra Mehta who is an Independent Director. The detail of
terms of reference of Audit Committee, number and dates of meetings
held and attendance of the Members therein have been specified
separately in the attached Corporate Governance Report. The Board
accepted the recommendations of the Audit Committee whenever made by
the Committee during the year.
* PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 Audit, Nomination and
Remuneration and other Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report.
* BOARD PROCEDURE:
Board members are given appropriate documents and information in
advance of each Board and Committee Meeting to enable the Board to
discharge its responsibilities effectively by taking well informed
decisions. To enable the Board to discharge its responsibilities
effectively, the Managing Director reviews Company's overall
performance. The functions performed by the Board includes, in addition
to the legal matters compulsorily required to be performed by it,
review of:
* Strategy and Business Plan
* Annual operating and capital expenditure budgets
* Investment and exposure limits
* Compliance with statutory/regulatory requirements and review of major
legal issues
* Approval of quarterly/annual results
* Review of the minutes of the Board Meeting, Audit Committee Meeting,
Stakeholders Relationship Committee and Nomination & Remuneration
Committee.
* AUDITORS & AUDITORS REPORT:
M/s. Lakhpat M. Trivedi & Co., the Auditors retire at the ensuing
Annual General Meeting and being eligible offer themselves for
reappointment. The Company has received the letter from Auditors to the
effect that their appointment if made it would be within the prescribed
limits under Section 139 of the Companies Act, 2013.
The Statutory Auditors M/s. Lakhpat M. Trivedi & Co., Chartered
Accountants have issued their reports on Standalone Financial
Statements for the year ended 31st March 2015. There are no adverse
remarks or qualifications in the said report. The Notes on Accounts
referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
Your Directors recommend reappointment of M/s. Lakhpat M. Trivedi & Co.
as the Auditors of the Company.
* SECRETARIAL AUDIT REPORT:
In compliance with the provisions of Sec 204 and other applicable
provisions of Companies Act 2013, a secretarial audit was conducted
during the year by Secretarial Auditors M/s. Rituraj & Associates. The
Secretarial Auditor's Report is attached as annexure and form part of
this report. There is one observation made by the Secretarial Auditors
in their Audit Report as follows:
Company has not appointed Company Secretary under section 203 of the
Companies Act, 2013 and Rules there under
To this we would like to clarify that the Company had made very attempt
to appoint a Company Secretary in the year under review. However,
Company was not able to find the same on the salary which can be at par
with the Company's growth and financial ability. However, your
Directors assures that they shall appoint a befitting candidate as soon
as possible. The Secretarial Audit Report forms part of this Notice as
"Annexure B".
* INTERNAL AUDITOR:
During the financial year the Company has appointed M/s. RNA &
Associates, Chartered Accountants, (Firm Registration No. 136734W) as
Internal Auditor of the Company as per Section 138 of the Act.
* RISK MANAGEMENT:
Risk Management is the process of identification, assessment, and
prioritization of risks followed by coordinated efforts to minimize,
monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The
Company has laid a comprehensive Risk Assessment and Minimization
Procedure, which is reviewed by the Audit committee and approved by the
Board from time to time. These procedures are reviewed to ensure that
executive management controls risk through means of a properly defined
framework as hosted on the www.mahacorp.in website of the company.
* PUBLIC DEPOSITS:
The Company has not accepted any deposit from the general public within
the meaning of Section 73 of the Companies Act, 2013 and the rules made
there under.
* RELATED PARTY TRANSACTIONS:
There were no related party transactions made by the Company during the
year, hence Form AOC-2 is not applicable to the Company.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link:
http://mcl.visagar.com/attachments/policyrtp.pdf. The Disclosures on
related party transactions are set out in Notes to the Financial
Statement.
* PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER
SECTION 186:
Details of Loan, Guarantees and Investments covered under the
provisions of the Act, are disclosed in the notes to the Financial
Statements.
* MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year ended 31st March 2015, there were no material changes
and commitment affecting the financial position of the Company have
occurred between the year ended 31st March 2015 to which financial
results relate and the date of the Report.
* PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 Audit, Nomination and
Remuneration and other Committees. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance
Report.
* CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the Companies
Act, 2013 are not applicable to the Company, hence no such Committee
has been formed. However, Company had always tried in its best possible
ways to involve itself in social development activities.
* SHARE CAPITAL:
The Issued, Subscribed & Paid up Capital of the Company as on 31st
March 2015 stands at Rs. 135,333,330/- divided into 135,333,330 Equity
Shares of Re. 1/- each. During the year, the Company has not issued
shares with differential voting rights nor granted any stocks options
or sweat equity.
The Company had however during the year, sub-divided the Equity Share
of the Company having a Nominal Face Value of Rs.10/- (Rupees Ten) Only
each fully paid-up, into 10 (Ten) Equity Shares of the Nominal Face
Value of Re. 1/- (Rupee One only) each fully paid-up.
* DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository
Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for
dematerialization of its Equity Shares. The IS IN No. INE272E01027 has
been allotted for the Company Shares. Therefore, the members and/or
investors may keep their shareholdings in the electronic mode with
their Depository Participant.
* LISTING OF SHARES:
Equity Shares of the Company are listed with the Bombay Stock Exchange
Limited. Your Company had duly paid the Annual Listing Fees to the
Stock Exchange.
* INSURANCE:
The fixed assets of the Company have been adequately insured.
* VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism policy in place to enable the
Directors and employees to report their genuine concerns or grievances
by having a direct access to the Chairman of the Audit Committee and
the Chief Financial Officer of the Company. The details of the vigil
mechanism is explained in the Corporate Governance Report and also
hosted on the website of the Company, the web link of which is
http://mcl.visagar.com/attachments/VIGILMechanismMCL.pdf
* SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
* MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is presented in a separate
section forming part of this Annual Report at "Annexure - C".
* CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement entered with the BSE, a
separate Report on Corporate Governance practices followed by the
Company, together with a Certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
Further, as per Clause 49 of the Listing Agreement entered with the
BSE, CEO/CFO Certification confirming the correctness of the financial
statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee forms an integral part of this Report as
"Annexure-D".
* 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 in respect of employees of the Company is not applicable to
the Company as the Directors and Key Managerial Persons are not in
receipt of any remuneration Ms.Jayanti Sharma, Mr.Rajendra Mehta and
Mr. Tilokchand Manaklal Kothari have been paid sitting fees,details of
which are given in MGT-9 Annexed hereto.
* CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO:
There was no technology absorption and no foreign exchange earnings or
outgo, during the year under review. Hence, the information as required
under Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 is to be regarded as Nil.
The Company has not entered into any technology transfer agreement.
* DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal
Committee has been set up to redress the complaints received regarding
sexual harassment at workplace and the same is hosted on the
www.mahacorp.in website of the company. All employees including
trainees are covered under this policy.
The following is the summary of sexual harassment complaints received
and disposed off during the current financial year.
Number of Complaints received: Nil Number of Complaints disposed off:
Nil
* APPOINTMENT POLICY
The Appointment Policy for Independent Directors, Key Managerial
Personnel & Senior Executives will be as under-
A. Independent Directors:
Independent Directors will be appointed based on the criteria mentioned
under section 149(6) of the Companies Act, 2013 and in accordance with
other applicable provisions of the Companies Act, 2013, rules made
thereunder & Listing Agreements entered with Stock Exchanges.
B. Key Managerial Personnel (KMP):
KMP will be appointed by the resolution of the Board of Directors of
the Company, based on qualifications, experience and exposure in the
prescribed field. Removal of the KMP will also be done by the
resolution of Board of Directors of the Company. Appointment/ Removal
will be in accordance with the provisions of the Companies Act, 2013,
rules made thereunder and Listing Agreements entered with Stock
Exchanges.
C. Senior Executives:
Senior Executive will be appointed by the Chairman and the Managing
Director and/or Executive Director of the Company based on their
qualifications, experience and exposure. Removal of the Senior
Executives will also be by Chairman, Managing Director and/or Executive
Director. Further, appointment and removal will be noted by the Board
as required under clause 8(3) of Companies (Meeting of Board and its
Powers) Rules, 2014.
* ACKNOWLEDGEMENT:
Your Directors take the opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from their Bankers, Customers etc. Your Directors also thank all the
shareholders for their continued support and all the employees of the
Company for their valuable services during the year.
Registered Office: By Order of the Board of Directors
907/908, Dev Plaza,
Opp. Andheri Fire For Maharashtra Corporation Limited
Station, S.V. Road, Andheri (West),
Mumbai - 400058 Sd/-
Tilokchand Kothari
Place: Mumbai Chairman & Director
Date: 14.08.2015 (DIN: 00413627)
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