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డైరెక్టర్ల నివేదిక Mahan Industries Ltd.
Mar 31, 2025
Your Directors present the 31st Annual Report on the business and operations of your Company along
with the Audited Financial Statements for the financial year ended March 31, 2025.
FINANCIAL PERFORMANCE:
The summary of the Financial Performance of the Company for the year under review are as under:
|
Particulars |
For the Year Ended |
For the Year Ended |
|
March 31, 2025 |
March 31, 2024 |
|
|
Revenue from Operations |
216.48 J |
L 71.23 |
|
Other Income |
0.53 |
0.18 |
|
Total Income |
217.01 |
71.42 |
|
Less: Total Expenditure |
222.52 |
70.74 |
|
Exceptional Item |
8.18 |
0.00 |
|
Profit/ (loss) before Taxation |
(13.69) |
(5.01) |
|
Less: Current Tax |
- |
- a |
|
Less: Prior year Tax Provisions |
- |
- |
|
Less: Deferred Tax Liability |
- |
- |
|
Profit/(loss) after taxation |
(13.69) |
(5.01) |
|
Add: Balance brought forward |
- |
- |
|
Profit available for appropriation |
- |
- |
|
Less: Appropriation: |
- |
- |
|
Transfer to Special Reserve u/s. 45I of RBI |
- |
- |
|
Act. |
||
|
Transfer to General Reserve |
- |
- |
|
Interim Dividend |
- |
- |
|
Tax on Interim Dividend |
- |
- |
|
Proposed Dividend |
- |
- |
|
Provision for Tax on Proposed Dividend |
- |
- |
|
Less: Additional depreciation charged due to |
- |
- |
|
change in useful life |
||
|
Balance carried forward to Balance Sheet |
- |
- |
|
Other Comprehensive Income |
- |
- |
Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with
the current year''s classification / disclosure.
The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards
(IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms
part of the Annual Report and Accounts.
HIGHLIGHTS OF THE FINANCIAL SUMMARY:
During the period, the total income of the Company for the year ended on March 31, 2025 was Rs 217.01
lacs against total income of Rs. 71.42 lacs in the previous year and net loss of the Company is amounted
to Rs. 13.69 lacs as against the net loss of Rs. 5.01 lacs in the previous year. Your directors are
confident and optimistic of achieving upward growth and achieving much better results in the coming
years.
TRANSFER TO RESERVES:
During the year under review, since there is no profit, the Company has not transferred any amount to
statutory Reserve as required under Regulation 45-IC of the Reserve Bank of India Act, 1934.
DIVIDEND:
The Company had incurred loss during the year under review, therefore the Board of Directors has not
recommended any dividend for the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013
do not apply.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:
Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and
notifications issued from time to time, all documents, including the notice and Annual Report will be sent
through electronic transmission in respect of members whose email IDs are registered in their demat
account or are otherwise provided by the members.
FUND RAISING:
During the year under review, the Company has raised fresh funds by way of issuance of 9,00,000 (nine
lack Equity Shares of Rs.10/- each on a preferential basis at a primum of Rs.15/- amounting to
Rs.2,25,00,000/- (Rupees Two Crores Twenty-Five Lacs only) . As per the Master Direction - Reserve
Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, the existing
NBFCs - ICC is require to achieve minimum Net Owned Fund upto ^5.00 Crores by March 31, 2025 and
Rs.10.00 Crores by March 31, 2027. This regulatory enhancement is aimed at strengthening the capital
adequacy of Base Layer NBFCs and ensuring compliance with updated norms and expand the business
operations and to meet the increased fund requirements of the Company.
MEETINGS:
During the year under review, 12 (Twelve) Board Meetings were convened and held, the details of which
are given in the Corporate Governance Report.
The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and
the SEBI Listing Regulations.
CHANGE OF REGISTERED OFFICE:
During the financial year ended on March 31, 2025, there was no change in the Registered Office of
the Company.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of the Company.
PUBLIC DEPOSITS:
Being a non-deposit taking Non-Banking Financial Company, your Company has not accepted any deposits
from the public within the meaning of the provisions of the Master Direction Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS:
The state of the Company affairs forms an integral part of Management Discussion and Analysis Report
is furnished in "Annexure-C" and is attached to the report.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as
per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly signed by M/s. Vishwas Sharma & Associates, Practising Company Secretaries has been
submitted to the Stock Exchanges and is annexed at "Annexure A" to this Board''s Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company during the year under
review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
|
Name of the Director |
Designation |
No. of Board |
No. of |
No. of Board Meeting attended during the year |
|
Mr. Yogendra Kumar Gupta |
Chairman and |
12 |
11 |
11 |
|
Mr. Sunil Prataprai Gurnani |
Executive and Non¬ |
12 |
02 |
02 |
|
Mrs. Amita Chhaganbhai (appointed w.e.f. August 12, |
Non-Executive |
12 |
08 |
08 |
|
Mr. Sushilkumar Goel |
Non-Executive |
12 |
05 |
05 |
|
Mr. Yash Kamleshkumar (appointed w.e.f. May 17, |
Non-Executive |
12 |
10 |
10 |
|
(ceased on August 16, 2024) |
||||
|
Mr. Astik Kalpeshbhai (ceased w.e.f. December 26, |
Non-Executive |
12 |
08 |
08 |
|
Mrs. Hiralben Pravinkumar (ceased w.e.f. December 26, |
Non-Executive |
12 |
08 |
08 |
|
Mr. Sunil Prataprai Gurnani |
Chief Financial Officer |
- |
- |
- |
|
Mr. Ritendrasinh Kishorsinh |
Company Secretary and |
- |
- |
- |
|
Rathod |
Compliance Officer |
a) Retirement by rotation:
Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Yogendra kuamr Gupta (DIN : 01726701) is retiring by
rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.
The Board on the recommendation of the Nomination and Remuneration Committee recommends his re¬
appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking
reappointment at the ensuing Annual General Meeting has been given in the notice of the 31st Annual
General Meeting.
b) Declaration of Independence
Mrs. Amita Chhaganbhai Pragada, Mr. Sushilkumar Goel, Mr. Yash Kamleshkumar Shah were
Independent Directors the Company during the financial year ended on March 31, 2025. However, Mrs.
Hiralben Kubavat and Mr. Astik Trivedi had resigned as independent Directors of the Company during
the year under review. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b)
of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in
force).
The Board is of the opinion that all Independent Directors of the Company possess requisite
qualifications, experience, expertise and they hold highest standards of integrity.
During the year under review, the non-executive directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board /Committee of the Company.
c) Performance Evaluation
Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations,
the Board has carried out the annual performance evaluation of its own performance, performance of
the Chairman, the Committees and independent Directors without Participation of the relevant Director.
The Nomination and Remuneration Committee of the Board continuously evaluates the performance of
the Board and provides feedback to the Chairman of the Board. The independent directors had a
separate meeting without the presence of any non-independent directors and management and
considered and evaluated the Board''s performance, performance of the Chairman and other non¬
independent directors and shared their views with the Chairman. The Board had also separately
evaluated the performance of the Committees and independent directors without participation of the
relevant director.
d) Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors
has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship
Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to
these Committees etc. are included in this report.
e) Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
a) Mr. Yogendra kumar Gupta, Managing Director
b) Mr. Ritendrasinh Rathod, Company Secretary and Compliance Officer
c) Mr. Sunil Gurnani, Chief Financial Officer
INDEPENDENT DIRECTORS'' MEETING:
The Independent Directors of your Company often meet before the Board Meetings without the
presence of the Chairman of the Board or the Managing Director or the Executive Director or other
Non-Independent Directors or Chief Financial Officer or any other Management Personnel.
These Meetings are conducted in an informal and flexible manner to enable the Independent Directors
to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and
the Board as a whole, review the performance of the Chairman of the Company(taking into account the
views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow
of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
One Meeting of Independent Directors was held on March 31, 2025 during the year and this meeting
was well attended.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors''
Responsibility Statement, Your Directors confirm that they have:
(i) followed applicable accounting standards, along with proper explanation relating to material
departures in the preparation of the annual accounts for the financial year ended on March 31,
2025;
(ii) 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 the year under review;
(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern
basis;
(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such
systems were adequate and operating effectively; and
(vi) laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively.
AUDITORS:
The matters related to Auditors and their Reports are as under:
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as amended from time to time, M/s. S.D.P.M. & Associates, Chartered
Accountants are Statutory Auditors of the Company for the financial year 2023-2028.
Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the
matter relating to such appointment for ratification by members at every AGM, is not required. Hence,
the resolution relating to ratification of Auditor''s appointment is not included in the notice of the
ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of
the Company and they hold a valid certificate issued by the ICAI.
They have confirmed their eligibility and qualifications required under the Act for holding office as
Auditor of the Company.
During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 (as amended from time to time) Therefore, no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are
no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the
Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013.
The Auditors'' Report is enclosed with the financial statements in this Annual Report.
b) Cost Auditor
As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost
Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts
and records are not made and maintained,
c) Internal Auditor
The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision
of Section 138 of the Companies Act 2013, has appointed M/s Umangi Bhavsar & Associates, Chartered
Accountants as an Internal Auditor of the Company.
d) Secretarial Auditor
Pursuant to the provision of Section 204(1) of the Act & Rule 9 of the Companies (Appointment and
Remuneration of Personnel) Rules, 2014 and other applicable provisions, if any of the Act and Regulation
24A of the SEBI Listing Regulations read with circulars issued thereunder to the extent applicable,
other applicable regulations framed by the Securities and Exchange Board of India in this regard, the
Secretarial auditor needs to be appointed for a period of 5 (Five) years.
In view of the above, the Board of Directors have appointed Mr. Guarang Shah, Proprietor of M/s. G R
Shah and Associates, Company Secretaries as Secretarial Auditor of the Company for a period of five
(5) years i.e. from Financial Year 2025-26 to Financial Year 2029-30 subject to the approval of
Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act
and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.
M/s. G R Shah and Associates, Company Secretaries have confirmed that their appointment, if made,
will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial
Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of
Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of
ICSI.
The Secretarial Audit Report for the financial year ended March 31, 2025 in Form No. MR - 3 is
attached as ''Annexure B'' to this report. The said report contains observation or qualification certain
observation and qualification which are mentioned here in under:
|
Qualification |
Explanation |
|
The Company has failed to submit XBRL Report |
The Management informed that the mistake was Further, The Company has also paid fine of |
|
The Company has failed to submit Corporate It is to be noted that the violation made by the |
The Management informed that the Company has |
|
The Company has failed to submit Corporate It is to be noted that the violation made by the |
The Management informed that the Company had The BSE has partially waived fines of Rs. |
|
was for the Quarter ended on September 30, |
|
|
The Company failed to comply with the provisions |
The BSE has imposed fine of Rs. 4,15,360/- on the The Company has submitted waiver application |
|
application is under process with exchange. Bse |
|
|
has waived the penalty imposed |
SHARE CAPITAL:
Authorised Share Capital:
The Authorized share capital of the Company is Rs. 37,30,00,000 consisting of 3,73,00,000 Equity
Shares of Rs. 10/- each. During the year under review, there was no change in the Authorised Share
Capital of the Company.
Issued, Subscribed and Paid up Capital:
Pursuant to the Order of the Hon''ble National Company Law Tribunal, Ahmedabad dated November 12,
2024 the Reduction of Share Capital of Mahan Industries Limited is approved under section 66 of the
Companies Act, 2013.
Pursuant to the Order the subscribed and paid-up share capital of the Company shall be reduced from
3.60.00. 000 equity shares of Rs. 10/- each equivalent to Equity Share Capital of Rs.36,00,00,000/- to
36.00. 000 equity shares of Rs. 10/- equivalent to an equity share capital of Rs. 3,60,00,000/-.
Further, due to preferential issue, the issued subscribed and paid up capital of the Company has been
increased from Rs.3,60,00,000/- to Rs. 4,50,00,000/- and Rs 1,45,00,000/- as premium in order to
comply with Reserve Bank of India''s (RBI) revised regulatory framework, for minimum Net Owned Fund
(NOF) requirement for Non-Banking Financial Companies (NBFCs) of ^5.00 crore.
Therefore, as on March 31, 2025, the Paid-up share capital of the Company as on March 31, 2025 is Rs.
4.50.00. 000 consisting of 45,00,000 Equity Shares of Rs. 10/- each.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilizing alternate sources of energy: None
iii. the capital investment on energy conservation equipment''s: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or import
Substitution: None
iii. in case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)-Nil
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed: N.A.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:
N.A
e) The expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNING & OUTGO:
i. Foreign Exchange Earning: Nil
ii. Foreign Exchange Outgo : Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure
in the Financial Statements of the full particulars of the loans made and guarantees given or securities
provided is not applicable to the company.
The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the
ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act
with respect to loans. Accordingly, the disclosures of the loans given as required under the aforesaid
section have not been made in this Board''s Report.
Particulars of loans and investments outstanding during the financial year are furnished in notes to the
standalone financial statements of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a
Policy on Related Party Transactions and the same can be accessed on the Company''s website at
www.mahan.co.in. All transactions with Related Parties are placed before the Audit Committee for
approval. All related party transactions that were entered into during the financial year were on an
arm''s length basis and in the ordinary course of business, the particulars of such transactions are
disclosed in the notes to the financial statements. During the year under review there were no
materially significant related party transactions. Disclosures of related party transactions of the
Company with the promoter/promoter group, which holds 10% or more shareholding in the Company, if
any, is given in note to the standalone financial statements.
None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable to the Company for F.Y. 2024-25.
ANNUAL RETURN:
Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the
Company as at March 31, 2025 is hosted on your Company''s website at www.mahan.co.in
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going
concern status and the Company''s operations in future.
However, during the year under review, Company has received the Order of the Hon''ble National
Company Law Tribunal, Ahmedabad dated November 12, 2024 for approval of Reduction of Share Capital
of Mahan Industries Limited under section 66 of the Companies Act, 2013.
Pursuant to the Order the subscribed and paid-up share capital of the Company shall be reduced from
3.60.00. 000 equity shares of Rs. 10/- each equivalent to Equity Share Capital of Rs.36,00,00,000/- to
36.00. 000 equity shares of Rs. 10/- equivalent to an equity share capital of Rs. 3,60,00,000/-.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
The Board Committees play a crucial role in the governance structure of the Company and have been
constituted to deal with specific areas/activities as mandated by applicable regulations, which concern
the Company and need a closer review. The composition and terms of reference of all the Committees
are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all there
commendations made by the respective Committees were accepted by the Board. All observations,
recommendations and decisions of the Committees are placed before the Board for information or for
approval.
The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and
Remuneration Committee, the details of which are furnished in the Report on Corporate Governance
that forms part of this Annual Report.
COMPLIANCE:
The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations
as and when applicable from time to time. The Company is regular in submitting and complying with all
the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as
per SEBI Regulations within the prescribed time limit.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing Regulations,
wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be discontinued after the
Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the Top 1,000
listed entities based on market capitalization shall submit a Business Responsibility and Sustainability
Report ("BRSR") in the format as specified by SEBI from time to time. As your Company is not covered
in the list of 1000 listed entities based on market capitalization, the Business Responsibility Report
("BRRâ) is not applicable to your Company.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the Companies and has issued Circulars stating that service of
notice/documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative''
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of
documents including the Annual Report, amongst others, to shareholders at their-mail address
previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do the same.
Those holding shares in demat form can register their e-mail address with their concerned DPs.
Shareholders who hold shares in physical form are requested to register their e-mail addresses with
the RTA.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner
by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards
this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company
has implemented ''Whistle Blower Policy'' covering Vigil Mechanism with protective clauses for the
Whistle Blowers. The Whistle Blower Policy is disclosed on the Company''s website at www.mahan.co.in.
The objective of the said policy is to provide a channel to the employees and Directors of the Company
and explain them, the detailed process or raising concerns or report any improper activity resulting in
violation of Laws, Rules, Regulations or Company''s policies, standards, values or code of conduct, insider
trading violations etc. by any of the employees, customers, vendors and investors, addressing the
concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit
Committee.
During the financial year ended March 31, 2025, no Whistle Blower complaints were received from the
employees and Directors of the Company. Further, no employee or Director was denied access to the
Audit Committee or its Chairman.
The Company promotes ethical behaviour in all its business activities and is in line with the best
governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy
approved and adopted by the Board of Directors of the Company pursuant to Section 177(9) of the Act
read with Regulation 4(2)(d)(iv) and 22 of the SEBI Listing Regulations and Regulation 9A(6) of the
SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a vigil mechanism
named ''Breach of Integrity and Whistle Blower/Vigil Mechanism Policy'' to provide a formal mechanism to
the directors and employees to report their concerns about unethical behaviour, actual or suspected
fraud or violation of the Company''s Code of Conduct or Business Ethics Policy. The Policy provides for
adequate safeguards against victimization of employees who avail the mechanism and provides for direct
access to the Chairman of the Audit Committee in appropriate and exceptional circumstances. A
quarterly and annual report on the whistle-blower complaints, as received, is placed before the Audit
Committee for its review.
POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ''Policy
for Prevention of Sexual Harassment'' to prohibit, prevent or deter any acts of sexual harassment at
workplace and to provide the procedure for the redressal of complaints pertaining to sexual
harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules
thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution and
composition of the Internal Committee under the POSH Act.
During the year under review, no case of sexual harassment was reported to the Internal Committee
("IC"). To build awareness and appreciation of this area, your Company has implemented an online
knowledge module leveraging our learning management system. Your Company continue to strive harder
with each passing year to ensure our organization succeed in bringing the best out of our people and
enable the organization to create value for its Shareholders and Employees.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women employees. All eligible women employees are provided with
maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave if any.
The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Management has laid down a set of standards, processes and structure which enables it to
implement internal financial controls across the organization with reference to financial statements and
such controls are adequate and are operating effectively. Internal Finance control framework has been
established in line with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India (the ''Guidance Note'').
The internal financial control is supplemented by extensive internal audits, regular reviews by the
Management and standard policies and guidelines to ensure reliability of financial and all other records
to prepare financial statements, its reporting and other data. The Audit Committee of the Board
reviews internal audit reports given along with management responses. The Audit Committee also
monitors the implemented suggestions. The Company has, in all material respects, adequate internal
financial control over financial reporting and such controls are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year to which this financial statements relate and the date
of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
No significant and material order was passed by regulators or courts or tribunals impacting the going
concern status and company''s operations in future.
PARTICULARS REGARDING EMPLOYEES:
The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed in this report as an
Annexure D.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:
Risk management is an ongoing process and your Company has established a comprehensive risk
management framework with the vision to integrate risk management with its overall strategic and
operational practices in line with requirements as specified in SEBI Listing Regulations. The primary
objective is to ensure sustainable and stable business growth supported by a structured approach to
risk management. The risk management framework includes designing, implementing, monitoring,
reviewing and constantly improving the risk management procedures for the organization.
The Company is prone to various risks such as technological risks, strategic risks, operational risks,
health, safety and environmental risks, financial risks as well as compliance & control risks. These risks
can have a material adverse impact on the implementation of strategy, business performance, results,
cash flows and liquidity, stakeholders'' value and of course on reputation.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The Company has substantially and materially complied with applicable Secretarial Standards issued by
the Institute of Company Secretaries of India, as amended from time to time.
CORPORATE GOVERNANCE:
Your Company has a rich legacy of ethical governance practices many of which were implemented by the
Company, even before they were mandated by law. Your Company is committed to transparency in all its
dealings and places high emphasis on business ethics.
A Report on Corporate Governance along with a Certificate from Practising Company Secretary
regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of
the Listing Regulations forms part of this Annual Report as "Annexure-E".
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE
DIRECTORS:
The Members of the Board of the Company are afforded many opportunities to familiarise themselves
with the Company, its Management and its operations. The Directors are provided with all the
documents to enable them to have a better understanding of the Company, its various operations and
the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the
time of their appointment through a formal letter of appointment, which also stipulates various terms
and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and familiarize the
new Non-Executive Directors on matters related to the Company''s values and commitments. They are
also introduced to the organization structure, constitution of various committees, board procedures,
risk management strategies, etc.
All the details shall be accessible to all the Directors which, inter alia, contains the following
information:
⢠Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and
the Listing Regulations;
⢠Annual Reports;
⢠Code of Conduct for Directors;
⢠Terms and conditions of appointment of Independent Director;
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarisation
programmes for its Directors including periodic review of Investments of the Company, Regulatory
updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the
Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party
Transactions, etc. at the Audit Committee Meetings. The details as required under Regulations 46 and
62(1A) of the Listing Regulations are available on the website of your Company at www.mahan.co.in
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not
applicable on the company. Therefore the company has not constituted CSR committee.
Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it
does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declaration/disclosures under section 149(7)
of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the
independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing
Regulations and have also confirmed that they are not aware of any circumstance or situation, which
exist or maybe reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.
Further, the Board after taking these declarations / disclosures on record and acknowledging the
veracity of the same concluded that the Independent Directors are persons of integrity and possess
the relevant expertise and experience to qualify as Independent Directors of the Company and are
Independent of the Management.
DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND
BANKRUPTCY CODE:
No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy
code, 2016; hence the requirement to disclose the details of application made or any proceeding pending
under the Insolvency and Bankruptcy code, 2016 during the year along with their status as at the end of
the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such instance of One-time settlement or valuation was done while taking or discharging loan from the
Banks/Financial Institutions occurred during the year.
FRAUD REPORTING:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported
to the Audit Committee under Section 143 (12) of Act, any instances of fraud committed against the
Company by its officers or employees, the details of which needs to be mentioned in the Board''s Report.
GENERAL DISCLOSURES:
During the financial year 2024-25,
⢠The Company has not issued any shares with differential voting rights;
⢠There was no revision in the Financial Statements;
⢠The Company has not issued any Sweat Equity Shares;
⢠The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and
SEBI (Share Based Employee Benefits) Regulations, 2014.
⢠The Company has not defaulted in repayment of loans from Banks and Financial Institutions;
⢠Disclosures pursuant to RBI Scale Based Regulations, unless provided in the Board''s Report, form
part of the notes to the standalone financial statements;
ENCLOSURES:
The following are the enclosures attached herewith and forms part of the Director''s Report:
a. Annexure A: Annual Secretarial Compliance Report;
b. Annexure B : Secretarial Auditors Report in Form No. MR-3;
c. Annexure C: Management Discussion and Analysis Report (MDAR);
d. Annexure D: Details of personnel/particulars of employees;
e. Annexure E: Corporate Governance Report
f. Annexure F: Certificate of Corporate Governance
g. Annexure G: Certificate of Non-Disqualification of Directors
h. MD & CFO Certificate
APPRECIATION:
Your directors would like to record their appreciation of the hard work and commitment of the
Company''s employees and warmly acknowledge the unstinting support extended by its banks & financial
institutions, shareholders and other stakeholders in contributing to the results. Your directors also
express their gratitude for the guidance received from RBI, SEBI and other regulatory agencies.
Place: Ahmedabad BY ORD ER O F T H E BOA R D
Date: September 06, 2025 MAHAN INDUSTRIES LIMITED
Sd/-
YOGENDRA KUMAR GUPTA
CHAIRMAN AND MANAGING DIRECTOR
DIN: 01726701
Mar 31, 2024
Your Directors are presenting the 30th Annual Report on the business and operations of your
Company along with the Audited Financial Statements for the financial year ended March 31,
2024.
FINANCIAL PERFORMANCE:
The summary of the Financial Performance of the Company for the year under review are as
under:
|
Particulars |
For Ended 2024 |
the Year |
For the Year |
|
Revenue from Operations |
71.21 |
117.13 |
|
|
Other Income |
0.20 |
0.27 |
|
|
Total Income |
71.42 |
117.40 |
|
|
Less: Total Expenditure |
70.74 |
114.05 |
|
|
Profit/ (loss) before Taxation |
(5.01) |
(2.34) |
|
|
Less: Current Tax |
- |
- |
|
|
Less: Prior year Tax Provisions |
- |
- |
|
|
Less: Deferred Tax Liability |
- |
- |
|
|
Profit/(loss) after taxation |
(5.01) |
-(2.34) |
|
|
Add: Balance brought forward |
- |
- |
|
|
Profit available for appropriation |
- |
- |
|
|
Less: Appropriation: |
- |
- |
|
|
Transfer to Special Reserve u/s. 45I of RBI Act. |
- |
- |
|
|
Transfer to General Reserve |
- |
- |
|
|
Interim Dividend |
- |
- |
|
|
Tax on Interim Dividend |
- |
- |
|
|
Proposed Dividend |
- |
- |
|
|
Provision for Tax on Proposed Dividend |
- |
- |
|
|
Less: Additional depreciation charged due to change |
- |
- |
|
|
Balance carried forward to Balance Sheet |
- |
- |
|
|
Other Comprehensive Income |
- |
- |
|
Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to
correspond with the current year''s classification / disclosure.
The Financial Statements of the Company are prepared in accordance with Indian Accounting
Standards (IND AS) including the Rules notified under the relevant provisions of the Companies
Act, 2013, forms part of the Annual Report and Accounts.
HIGHLIGHTS OF THE FINANCIAL SUMMARY:
During the period, the total income of the Company for the year ended on March 31, 2024 was
Rs. 71.21 lacs against total income of Rs. 117.13 lacs in the previous year and net loss of the
Company is amounted to Rs. 5.01 lacs as against the net loss of Rs. 2.34 lacs in the previous
year. Your directors are confident and optimistic of achieving upward growth and achieving
much better results in the coming years.
TRANSFER TO RESERVES:
Due to loss in the financial year ended on March 31, 2024, The Company has not transferred
any amount to Reserves. However, as Company is Non-Banking Financial Company, it is
mandatory to transfer sum not less than twenty per cent of its net profit in Special Reserve
Account created by the Company as per 45-IC in the Reserve Bank of India Act, 1934. However,
the Company has incurred loss during the year ended on March 31, 2024, the Company didn''t
transfer any amount to reserves.
DIVIDEND:
The Board of Directors has not recommended any dividend for the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies
Act, 2013 do not apply.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:
Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and
notifications issued from time to time, all documents, including the notice and Annual Report will
be sent through electronic transmission in respect of members whose email IDs are registered
in their demat account or are otherwise provided by the members.
CHANGE OF REGISTERED OFFICE:
During the financial year ended on March 31, 2024, there was no change in the Registered
Office of the Company.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of the Company.
PUBLIC DEPOSITS:
During the year, your Company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Rules framed there
under to the extent notified and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
STATE OF THE COMPANY''S AFFAIRS:
The state of the Company affairs forms an integral part of Management Discussion and Analysis
Report is furnished in "Annexure-C" and is attached to the report.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual
Secretarial Compliance Report duly signed by M/s. Vishwas Sharma & Associates, Practising
Company Secretaries has been submitted to the Stock Exchanges and is annexed at "Annexure
A" to this Board''s Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company during the
year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAI PERSONNEI :
|
Name of the |
Designation |
Category |
No. of Board |
No. |
of |
No. of Board |
|
Director |
Meeting held |
Meeting |
Meeting |
|||
|
during the |
director |
is |
attended |
|||
|
year |
entitled |
to |
during the |
|||
|
including |
attend |
year |
||||
|
meeting of |
|
Independent Directors |
|||||
|
Mr. Yogendra |
Managing Director |
Promoter, Executive |
06 |
05 |
05 |
|
Mr. Lalit |
Director |
Independent, |
06 |
06 |
06 |
|
Mr. Chanakya |
Director |
Independent, |
06 |
02 |
02 |
|
Mrs. Hiralben |
Director |
Independent, |
06 |
06 |
06 |
|
Mr. Astik Kalpeshbhai Trivedi3 |
Director |
Independent, |
06 |
04 |
04 |
|
Mr. Suni Prataprai Gurnani# |
Director |
Non-Promoter, Non-Executive |
06 |
03 |
03 |
|
Mr. Yash Kamleshkumar Shah## |
Director |
Independent, |
0 |
0 |
0 |
|
Ms. Amita Chhaganbhai Pragada^ |
Director |
Independent, |
0 |
0 |
0 |
|
Mr. Suni Prataprai Gurnani |
Chief Financial |
||||
|
Mr. Jeegneshkumar Devganiya### |
Company |
||||
|
Mr. Ritendrasinh Kishorsinh Rathod^ |
Company |
⢠##Mr. Yash Kamleshkumar Shah was appointed as have been appointed as an Additional
Director under the category of Independent Director of the Company w.e.f. May 17, 2024 and
ceased to be an Independent Director of the Company w.e.f. August 16, 2024.
⢠### Mr. Jeegneshkumar Devganiya had resigned from the office of Company Secretary and
Compliance Officer of the Company w.e.f. November 06, 2023.
⢠^ Mr. Ritendrasinh Kishorsinh Rathod was appointed as Company Secretary and Compliance
Officer of the Company w.e.f. February 16, 2024.
⢠''^Ms. Amita Chhaganbhai Pragada was appointed has been appointed as an Additional
Director under the category of Independent Director of the Company w.e.f. August 12, 2024
and proposed to be confirmed as an as an Independent Director of the Company in the
Annual General Meeting to be held on September 24, 2024.
a) Retirement by rotation:
Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Yogendrakuamr P. Gupta (DIN : 01726701)
is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself
for re-appointment. The Board on the recommendation of the Nomination and Remuneration
Committee recommends his re-appointment. As required under the SEBI Listing Regulations,
2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has
been given in the notice of the 30thAnnual General Meeting.
b) Declaration of Independence
Mrs. Hiralben Kubavat, Mr. Astik Trivedi and Mr. Lalit Sharma were Independent Directors the
Company during the financial year ended on March 31, 2024. However, Astik Trivedi was
appointed as Independent Director of the Company w.e.f. August 23, 2023 and Mr. Lalit Sharma
were ceased to be an Independent Director of the Company with effect from April 01, 2024. The
Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under the provisions of the Companies Act,
2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of
Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time
being in force).
The Board is of the opinion that all Independent Directors of the Company possess requisite
qualifications, experience, expertise and they hold highest standards of integrity.
During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board /Committee of
the Company.
c) Performance Evaluation
Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, performance of the Chairman, the Committees and independent Directors without
Participation of the relevant Director. The Nomination and Remuneration Committee of the
Board continuously evaluates the performance of the Board and provides feedback to the
Chairman of the Board. The independent directors had a separate meeting without the presence
of any non-independent directors and management and considered and e valuated the Board''s
performance, performance of the Chairman and other non-independent directors and shared
their views with the Chairman. The Board had also separately evaluated the performance of the
Committees and independent directors without participation of the relevant director.
d) Meeting of Board and Committees
The Board of Directors of the Company met (06) Six times during the financial year ended May
30, 2023, August 11, 2023, August 23, 2023 November 07, 2023, February 08, 2024 and March
28, 2024. Details of attendance of meetings of the Board and its Committees are included in this
report.
e) Board Committees
As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of
Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c)
Stakeholders Relationship Committee. A detailed note on the composition of the Committees,
role and responsibilities assigned to these Committees etc. are included in this report.
f) Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of the Company pursuant
to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:
a) Mr. Yogendrakumar Prabhudayal Gupta, Managing Director
b) Mr. Jeegneshkumar Devganiya, Company Secretary and Compliance Officer (Upto November
06, 2023)
c) Mr. Sunil Gurnani, Chief Financial Officer
d) Mr. Ritendrasinh Kishorsinh Rathod, Company Secretary and Compliance Officer (w.e.f.
February 16, 2024)
INDEPENDENT DIRECTORS'' MEETING:
The Independent Directors of your Company often meet before the Board Meetings without the
presence of the Chairman of the Board or the Managing Director or the Executive Director or
other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.
These Meetings are conducted in an informal and flexible manner to enable the Independent
Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent
Directors and the Board as a whole, review the performance of the Chairman of the
Company(taking into account the views of the Executive and Non-Executive Directors), assess
the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their duties.
One Meeting of Independent Directors was held on March 28, 2024 during the year and this
meeting was well attended.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect
to Directors'' Responsibility Statement, Your Directors confirm that they have:
(i) followed applicable accounting standards, along with proper explanation relating to material
departures in the preparation of the annual accounts for the financial year ended on March
31, 2024;
(ii) 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;
(iii) taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
(iv) prepared the annual accounts for the financial year ended on March 31, 2024 on a going
concern basis;
(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws
and such systems were adequate and operating effectively; and
(vi) laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively.
AUDITORS:
The matters related to Auditors and their Reports are as under:
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Roopen R Shah & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office
from the conclusion of 28th Annual General Meeting (AGM) till the conclusion of the 30th Annual
General Meeting of the Company. However, during the year under review, M/s. Roopen R Shah
& Co., Chartered Accountants have tendered their resignation on August 23, 2023 causing
casual vacancy in the office of Statutory Auditor. Therefore, the Company had appointed M/s.
S.D.P.M. & Associates, Chartered Accountants as Statutory Auditor of the Company for the
financial year 2023-2028 to fill the casual vacancy caused to the resignation of M/s Roopen R
Shah & Co., Chartered Accountants.
Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place
the matter relating to such appointment for ratification by members at every AGM, is not
required. Hence, the resolution relating to ratification of Auditor''s appointment is not included in
the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.
They have confirmed their eligibility and qualifications required under the Act for holding office
as Auditor of the Company.
During the financial year 2023-24, no frauds have either occurred or noticed and/or reported by
the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 (as amended from time to time) Therefore, no
detail is required to be disclosed under Section 134 (3) (ca) of the Act.
The Notes to the financial statements referred in the Auditors Report are self-explanatory. There
are no qualifications or reservations or adverse remarks or disclaimers given by Statutory
Auditors of the Company and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this
Annual Report.
b) Cost Auditor
As the cost audit is not applicable to the Company, therefore the Company has not appointed
the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly
such accounts and records are not made and maintained,
c) Internal Auditor
The Board of Directors has on the recommendation of Audit Committee, and pursuant to the
provision of Section 138 of the Companies Act 2013, has appointed M/s Umangi Bhavsar &
Associates, Chartered Accountants as an Internal Auditor of the Company.
d) Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged
the services of M/s. Vishwas Sharma & Associates, Firm of Practicing Company Secretaries,
Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March
31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 in Form No.
MR - 3 is attached as ''Annexure B'' to this report. The said report contains observation or
qualification certain observation and qualification which are mentioned here in under:
|
Qualification |
Explanation |
|
The Company failed to comply with the provisions |
The management clarified that the |
|
The Company failed to comply with the provisions |
The management has clarified that the |
|
The Exchange has imposed the penalty for non¬ |
The Management had clarified that the |
|
The Company failed to comply with the provisions |
The Management has clarified that they |
|
The Company failed to comply with the provisions |
The Management clarified that Mr. Sunil |
COMPANY SECRETARY AND COMPLIANCE OFFICER:
Mr. Jeegneshkumar Devganiya had resigned from the office of Company Secretary and
Compliance Officer of the company w.e.f. November 06, 2023 and therefore, the Company had
appointed Mr. Ritendrasinh Kishorsinh Rathod as Whole Time Company Secretary and
Compliance Officer of the company w.e.f. February 16, 2024.
SHARE CAPITAL:
Authorised Share Capital:
The Authorized share capital of the Company is Rs. 37,30,00,000 consisting of 3,73,00,000
Equity Shares of Rs. 10/- each. During the year under review, there was no change in the
Authorised Share Capital of the Company.
Issued, Subscribed and Paid up Capital:
The Issued, Subscribed and Paid up Capital share capital of the Company is Rs. 36,00,00,000
consisting of 3,60,00,000 Equity Shares of Rs. 10/- each.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilizing alternate sources of energy: None
iii. the capital investment on energy conservation equipment''s: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or
import Substitution: None
iii. in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)-Nil
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed: N.A.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: N.A
e) The expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNING & OUTGO:
i. Foreign Exchange Earning: Nil
ii. Foreign Exchange Outgo : Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to
disclosure in the Financial Statements of the full particulars of the loans made and guarantees
given or securities provided is not applicable to the company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The Company has in place a robust process for approval of Related Party Transactions and on
Dealing with Related Parties.
As per the process, necessary details for each of the Related Party Transactions as applicable
along with the justification are provided to the Audit Committee in terms of the Company''s
Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI
Circular dated November 22, 2021. The Material Related Party Transactions are also reviewed /
monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of
the Listing Regulations and Section 177 of the Companies Act, 2013.
All Related Party Transactions entered during the year were in the ordinary course of business
and on arm''s length basis.
The Company has not entered into Related Party Transactions falling under the purview of
Section 188 of the Companies Act, 2013 and therefore, disclosure in Form AOC-2 is not
applicable to your Company.
ANNUAL RETURN:
Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013
read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual
Return of the Company as at March 31, 2024 is hosted on your Company''s website at
www.mahan.co.in
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact on
the going concern status and the Company''s operations in future.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
The Board Committees play a crucial role in the governance structure of the Company and have
been constituted to deal with specific areas/activities as mandated by applicable regulations,
which concern the Company and need a closer review. The composition and terms of reference
of all the Committees are in compliance with the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015,
as applicable. During the year, all there commendations made by the respective Committees
were accepted by the Board. All observations, recommendations and decisions of the
Committees are placed before the Board for information or for approval.
The Company have Audit Committee, Stakeholders'' Relationship Committee and Nomination and
Remuneration Committee, the details of which are furnished in the Report on Corporate
Governance that forms part of this Annual Report.
COMPLIANCE:
The Company has complied with the mandatory requirements as stipulated under the SEBI
Regulations as and when applicable from time to time. The Company is regular in submitting
and complying with all the mandatory and event based disclosures and quarterly compliance
report to the stock Exchange as per SEBI Regulations within the prescribed time limit.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing
Regulations, wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be
discontinued after the Financial Year 2021-22 and thereafter, with effect from the Financial Year
2022-23, the Top 1,000 listed entities based on market capitalization shall submit a Business
Responsibility and Sustainability Report ("BRSR") in the format as specified by SEBI from time
to time. As your Company is not covered in the list of 1000 listed entities based on market
capitalization, the Business Responsibility Report ("BRR") is not applicable to your Company.
GREEN INITIATIVE:
The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the Companies and has issued Circulars stating that service
of notice/documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the ''Green Initiative''
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic
delivery of documents including the Annual Report, amongst others, to shareholders at their-
mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do the
same. Those holding shares in demat form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register their e¬
mail addresses with the RTA.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
The Company believes in the conduct of the affairs of its constituents in a fair and transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical
behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the
SEBI Listing Regulations, the Company has implemented ''Whistle Blower Policy'' covering Vigil
Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is
disclosed on the Company''s website at [email protected].
The objective of the said policy is to provide a channel to the employees and Directors of the
Company and explain them, the detailed process or raising concerns or report any improper
activity resulting in violation of Laws, Rules, Regulations or Company''s policies, standards,
values or code of conduct, insider trading violations etc. by any of the employees, customers,
vendors and investors, addressing the concerns and reporting to the Board. The policy allows
direct access to the Chairperson of the Audit Committee.
During the financial year ended March 31, 2024, no Whistle Blower complaints were received
from the employees and Directors of the Company. Further, no employee or Director was denied
access to the Audit Committee or its Chairman.
POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to build a work culture
that promotes dignity of all employees. Your Company has in place a robust policy on
Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Internal Committee(IC) has been set up to redress complaints
received regarding sexual harassment. It provides a safe haven to all women, including its
regular, outsourced employees and visitors.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 with respect to Financial Year 2023-24 is as under:
a. Number of complaints pending at the beginning of the financial year - Nil
b. Number of complaints filed during the financial year - Nil
c. Number of complaints disposed of during the financial year - Nil
d. Number of complaints pending as on end of the financial year - Nil
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has distinct and efficient Internal Control System in place. It has a clearly
defined organizational structure, manuals and standard operating procedures for its business
units and service entities to ensure orderly, ethical and efficient conduct of its business. The
Company''s internal control system ensures efficiency, reliability, c ompleteness of accounting
records and timely preparation of reliable financial and management information. It also ensures
compliance of all applicable laws and Regulations, optimum utilization and safeguard of the
Company''s assets.
Your Company has in place adequate internal financial controls which commensurate with the
size, scale and complexity of its operations. These controls have been assessed during the year
under review taking into consideration the essential components of internal controls stated in
the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the
Institute of Chartered Accountants of India. Based on the results of such assessments carried
out by the management, no reportable or significant deficiencies, no material weakness in the
design or operation of any control was observed. Nonetheless, your Company recognizes that
any internal control framework, no matter how well designed, has inherent limitations and
accordingly, Regular audits and review processes ensure that such systems are re-enforced on
an ongoing basis.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:
There are no material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statements relate
and the date of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:
No significant and material order was passed by regulators or courts or tribunals impacting the
going concern status and company''s operations in future.
PARTICULARS REGARDING EMPLOYEES:
The Company has no employees, who draws the remunerations in excess of limits specified in
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. Disclosure pertaining to the remuneration and other details as required under
Section 197(12) of the Act and the Rules framed thereunder is enclosed as ''Annexure D'' to
this report.
STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT:
Risk management is an ongoing process and your Company has established a comprehensive
risk management framework with the vision to integrate risk management with its overall
strategic and operational practices in line with requirements as specified in SEBI Listing
Regulations. The primary objective is to ensure sustainable and stable business growth
supported by a structured approach to risk management. The risk management framework
includes designing, implementing, monitoring, reviewing and constantly improving the risk
management procedures for the organization.
The Company is prone to various risks such as technological risks, strategic risks, operational
risks, health, safety and environmental risks, financial risks as well as compliance & control
risks. These risks can have a material adverse impact on the implementation of strategy,
business performance, results, cash flows and liquidity, stakeholders'' value and of course on
reputation.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The Company has substantially and materially complied with applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, as amended from time to time.
CORPORATE GOVERNANCE:
Your Company has a rich legacy of ethical governance practices many of which were
implemented by the Company, even before they were mandated by law. Your Company is
committed to transparency in all its dealings and places high emphasis on business ethics.
A Report on Corporate Governance along with a Certificate from Practising Company Secretary
regarding compliance with the conditions of Corporate Governance as stipulated under Schedule
V of the Listing Regulations forms part of this Annual Report as " Annexure-E".
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE
DIRECTORS:
The Members of the Board of the Company are afforded many opportunities to familiarise
themselves with the Company, its Management and its operations. The Directors are provided
with all the documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities
at the time of their appointment through a formal letter of appointment, which also stipulates
various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and
familiarize the new Non-Executive Directors on matters related to the Company''s values and
commitments. They are also introduced to the organization structure, constitution of various
committees, board procedures, risk management strategies, etc.
All the details shall be accessible to all the Directors which, inter alia, contains the following
information:
⢠Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013
and the Listing Regulations;
⢠Annual Reports;
⢠Code of Conduct for Directors;
⢠Terms and conditions of appointment of Independent Director;
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various
familiarisation programmes for its Directors including periodic review of Investments of the
Company, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and
changes with respect to the Companies Act, Taxation and other matters, Listing Regulations,
Framework for Related Party Transactions, etc. at the Audit Committee Meetings. The details as
required under Regulations 46 and 62(1A) of the Listing Regulations are available on the
website of your Company at [email protected]
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED
AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
The provisions of section 135(1) of Companies Act 2013 related to Corporate Social
Responsibility is not applicable on the company. Therefore the company has not constituted CSR
committee.
Further, The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is
not required to formulate policy on corporate social responsibility.
BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT
DIRECTORS:
All the Independent Directors of the Company have given declaration/disclosures under section
149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they
fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of
the Listing Regulations and have also confirmed that they are not aware of any circumstance or
situation, which exist or maybe reasonably anticipated, that could impair or impact their ability
to discharge their duties with an objective independent judgement and without any external
influence.
Further, the Board after taking these declarations / disclosures on record and acknowledging the
veracity of the same concluded that the Independent Directors are persons of integrity and
possess the relevant expertise and experience to qualify as Independent Directors of the
Company and are Independent of the Management.
DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND
BANKRUPTCY CODE:
No Application against the Company has been filed or is pending under the Insolvency and
Bankruptcy code, 2016; hence the requirement to disclose the details of application made or
any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year along
with their status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:
No such instance of One-time settlement or valuation was done while taking or discharging loan
from the Banks/Financial Institutions occurred during the year.
GENERAL DISCLOSURES:
During the financial year 2023-24,
⢠The Company has not issued any shares with differential voting rights;
⢠There was no revision in the Financial Statements;
⢠The Company has not issued any Sweat Equity Shares;
⢠The Company is not having any Employee Stock Option Scheme under Section 62(1) of the
Act and SEBI (Share Based Employee Benefits) Regulations, 2014.
ENCLOSURES:
The following are the enclosures attached herewith and forms part of the Director''s Report:
a. Annexure A: Annual Secretarial Compliance Report;
b. Annexure B : Secretarial Auditors Report in Form No. MR-3;
c. Annexure C: Management Discussion and Analysis Report (MDAR);
d. Annexure D: Details of personnel/particulars of employees;
e. Annexure E: Corporate Governance Report
f. Annexure F: Certificate of Corporate Governance
g. Annexure G: Certificate of Non-Disqualification of Directors
h. MD & CFO Certificate
APPRECIATION:
The Board of Directors would like to express their sincere thanks to all the stakeholders viz.
customers, members, dealers, vendors, distributors, agents, banks and other business partners
for their patronage and trust reposed in Company for past several years and for their support
and cooperation extended from time-to-time. The Board also places on record its sincere
appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly
work round the year and without which it would not have been possible to achieve the all-round
progress and growth of Company.
For and on the behalf of the Board of Directors,
MAHAN INDUSTRIES LIMITED
Sd/-
Place: Ahmedabad YOGENDRA KUMAR GUPTA
Date: August 12, 2024 CHAIRMAN AND MANAGING DIRECTOR
DIN: 01726701
1Mr. Lalit Kajorimal Sharma (DIN: 01552487) was ceased to be an Independent Director of
the Company w.e.f. April 01, 2024.
⢠2 Mr. Chanakya Indravadan Shukla (DIN: 02475734) has resigned from the office of
Independent Director of the Company w.e.f. August 23, 2023.
⢠3 Mr. Astik Kalpeshbhai Trivedi (DIN: 10295843) have been appointed as an Additional
Director under the category of Independent Director of the Company w.e.f. August 23, 2023
and confirmed as Independent Director by the members in the Annual General Meeting held
on September 27, 2023.
⢠# Mr. Sunil Prataprai Gurnani (DIN: 10295851) have been appointed as an Additional
Director under the category of Executive Director of the Company w.e.f. August 23, 2023 and
confirmed as Director by the members in the Annual General Meeting held on September 27,
2023. However, after the end of financial year i.e. March 31, 2024, Mr. Sunil Prataprai
Gurnani (DIN: 10295851) has resigned from the office of Director of the Company w.e.f. July
09, 2024.
Mar 31, 2014
Dear Members,
The Company''s Directors are pleased to present the 20th Annual Report
of the Company along with the Audited Accounts for the year ended March
31, 2014.
FINANCIAL PERFORMANCE
The summary of the financial result of the Company for the year under
review are as under:
(Rs. in Lacs)
Particulars Year Ended Year Ended
March 31, 2014 March 31, 2013
Profit/( Loss) before Depreciation, (33012060) (28519764)
Finance Costs and Tax, Finanace
cost
Less: Depreciation 28557 28560
Less: finance Costs 6546232 7564872
Profit/(Loss) before Taxation (26437271) (20926332)
Less: Taxation related to previous 6700 0
year
Net Profit / (Loss) After Tax (26443971) (20926332)
Add: Balance from previous year (194859392) (173933060)
of Profit (Loss)
Balance of Profit/(Loss) carried (221303363) (194859392)
to Balance Sheet
Reserves and Surplus:
The Opening balance of Profit and Loss shows a loss of Rs. 194859392/-
as against (P.Y. Rs. 173933060). During the year the Company has
incurred a loss of Rs. 26443971/- as against (P.Y. Rs. 20926332). The
closing Balance of Profit and Loss shows a loss of Rs. 221303363/- as
against (P.Y. Rs. 194859388). There is no change in Capital Reserves
balance. The opening and closing balance of capital reserves stands at
Rs. 90.00 lacs.
PERFORMANCE REVIEW
During the financial year 2013-14, the volatility in the macroeconomic
environment continued to cast its shadow and affected most of the
markets where your Company operates in.
During the year under review, the Company due to International
recessionary condition, high interest rates, heavy inflationary
pressure, heavy Competition in the market and presence of large
Market players dominating the Market has suffered adversely.
DIVIDEND
Your Directors regret their inability to recommend Dividend for the
year under review.
CHANGE IN CAPITAL STRUCTURE
There is no change in the capital structure of the Company.
CODE OF CONDUCT
Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement,
your Company has laid down a Code of Conduct for its Board Members and
Senior Management Personnel. All the Directors and the Senior
Management Personnel have affirmed compliance with the said Code of
Conduct. A declaration regarding compliance by Board Members and Senior
Management Personnel with the Code of Conduct for the year ended March
31, 2014 is annexed to this Report.
PUBLIC DEPOSITS
The Company has not invited or accepted any public Deposits in
accordance with the provisions of Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposits) Rules, 1975 during
the year under review.
DEPOSITORY SYSTEM
Members not having Shares in Dematerialized form are advised to avail
the facility of Dematerialization through any of the nearest Depository
Participants (DPs) to avoid the possibility of loss, mutilation ect, of
share certificates and also to ensure safe and speedy transactions in
the securities.
SUBSIDIARY COMPANIES
The Company does not have any Subsidiary Company within the meaning of
Section 4 of the Companies Act, 1956.
DIRECTORS
The Board of Directors'' key purpose is to ensure the company''s
prosperity by collectively directing the company''s affairs, whilst
meeting the appropriate interests of its Shareholders and stakeholders.
The Board consists of a combination of Executive, Non - Executive and
Independent Directors with an extensive and diverse experience in
different fields of operations.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and rules made thereunder and pursuant to provision of Article 43
of the Articles of Association of the Company, Mr. Dattatrey
Chandrakant Manik and Mr. Bharatbhai Tapubhai Sanchala, Directors
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible, have offered themselves for their re-appointment.
Your Directors recommended their re-appointment at the ensuing Annual
General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and that no material departures are made from the same;
b) the Directors have selected such accounting policies and applied
consistently and judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company as at March 31, 2014 and of the Loss of the Company for the
period ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors have prepared the annual accounts of the Company on ''a
going concern'' basis.
AUDITORS AND AUDITORS'' REPORT
The Company has received a notice from a member of the Company
proposing M/s. N. B. & Associates., (Firm Registrtion No. 137865W) as
the Statutory auditors of the Company in place of M/s. DJVN & Company,
Chartered Accountants.
M/s. N. B. & Associates., (Firm Registrtion No. 137865W) statutory
auditors, if appointed, shall hold office from the conclusion of the
ensuing annual general meeting until the conclusion of next annual
general meeting. The Company has also received an eligibility
certificate from M/s. N.B.& Associates.,, that they are eligible for
the appointment of auditors and also stating that their appointment if
made will be within the limits prescribed under the provisions of the
Companies Act, 2013 and the rules made thereunder.
There is no qualification or adverse remarks in the auditors report.
The Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
AUDIT COMMITTEE
The Company has duly constituted its Audit Committee pursuant to the
provisions of Section 292A of the Companies Act, 1956 & Clause 49 of
the Listing Agreement.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the Company has no employee with a remuneration during the
year under review, which taken in aggregate was equal to or more than
the sum prescribed under the said provisions.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis on Company''s performance -
industry trends and other material changes with respect to the Company
pursuant to Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by Exchange. The Company has also implemented several best Corporate
Governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
LISTING FEES:
The Company has paid necessary listing fees of the Bombay Stock
Exchange for the year 2013 - 2014. The Company will also pay necessary
listing fees of Bombay Stock Exchange for the year 2014-2015.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The requirement of disclosure of particulars with respect to
conservation of energy as prescribed in Section 217 (1) (e) of the Act
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, are not applicable to the Company and
hence are not provided.
MATERIAL EVENTS AND COMMITMENTS, IF ANY SUBSEQUENT TO BALANCE SHEET
DATE :
There are no material events and commitments, if any, which may have
adverse effect on the operations of the Company subsequent to the
Balance Sheet date and upto the date of the report.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank all investors, customers,
vendors, bankers, financial institutions, Service Providers, regulatory
and government authorities and Stock Exchanges for their consistent
support and encouragement to the Company. The Directors also place on
record their sincere appreciation to all employees of the Company for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to remain
at the forefront of the Industry.
By the Order of the board
Date: 30th August, 2014
Place: Ahmedabad Chairman cum Director
Mar 31, 2013
The Company''s Directors are pleased to present the 19th Annual Report
of the Company along with the Audited Accounts for the year ended March
31, 2013.
FINANCIAL PERFORMANCE
The summary of the nnancial result of the Company for the year under
review are as under:
(Rs. in Lacs)
Particulars Year Ended M
arch 31, Year Ended
March 31,
2013 2012
Profit/( Loss) beare
Depreciation and Tax (20897771) (103463078)
Less: Depreciatio 28557 32784
Profit/ ( Loss} bei 3re Taxation (20926328) (103495862)
Less: Provision fcr Taxation
Net Profit / (Loss After Tax (20926328) (103495862)
Add: Balance fron previous year (173933060) (70437196)
Balance carried
Balance Sheet (194859388) (1739330607)
Reserves and Surplus:
The Opening balane of Profit and Loss shows a loss of Rs. 173933060.
During the year the Company has incuri ed a loss of Rs. 20926328. The
closing Balance of Profit and Loss shows a loss of L Rs. 194859388/-.
rl here is no change in Capital Reserves balance. The opening and
closing balance ¦ of capital reserves s ands at Rs. 90.00 lacs. I
PERFORMANCE REVIEW I
During the financial year 2012-13, the volatility in the macroeconomic
environment continued to cast its shadow and affected most of the
markets where your Company operates in.
During the year under review, the Company due to International
recessionary condition, high interest rates, heavy inflationary
pressure, heavy Competition in the market and presence of large Market
players dominating the Market has suffered adversely, resulting in a
Gross Loss of Rs. ! 20926328/- in the year 2012-2013 as against the
Gross Loss of Rs 103495862/- in the year 2011 -2012.
DIVIDEND
Your Directors regret their inability to recommend Dividend for the
year under review in the absence of adequate Profit.
CHANGE IN CAPITAL STRUCTURE
There is no change in the capital structure of the Company. CODE OF
CONDUCT
Pursuant to the provisions of Clause 49(1)(D) of the Listing Agreement,
your Company has laid down a Code of Conduct for its Board Members and
Senior Management Personnel. All the Directors t and the Senior
Management Personnel have affirmed compliance with the said Code of
Conduct. A * declaration regarding compliance by Board Members and
Senior Management Personnel with the Code of Conduct for the year ended
March 31, 2013 is annexed to this Report.
PUBLIC DEPOSITS I
The Company has not invited or accepted any public Deposits in
accordance with the provisions of I Section 58A of the Companies Act,
1956 read with Companies (Acceptance of Deposits) Rules, 1975 I during
the year under review.
DEPOSITORY SYSTEM
Members not having Shares in Dematerialized form are advised to avail
the facility of Dematerialization through any of the nearest Depository
Participants (DPs) to avoid the possibility |j of loss, mutilation ect,
of share certificates and also to ensure safe and speedy transactions
in the securities.
SUBSIDIARY COMPANIES
The Company does not have any Subsidiary Company within the meaning of
Section 4 of the Companies Act, 1956.
DIRECTORS :
The Board of Directors'' key purpose is to ensure the company''s
prosperity by collectively directing the company''s affairs, whilst
meeting the appropriate interests of its Shareholders and stakeholders.
The Board consists of a combination of Executive, Non - Executive and
Independent Directors with an extensive and diverse experience in
different fields of operations. In accordance with the provisions of
Section 255 and Section 256 of the Companies Act, 1956 and provision
of the Article 43 of the Articles of Association of the Company, Mr.
Dattatrey Chandrakant Manik and Mr. Bharatbhai Tapubhai Sanchala,
Directors retire by rotation at the ensuing Annual General Meeting of
the Company and being eligible, have offered themselves for their
re-appointment.
Your Directors recommended their re-appointment at the ensuing Annual
General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the Annual Accounts for the year ended March
31, 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and that no material departures are made from the same;
b) the Directors have selected such accounting policies and applied
consistently and judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of ;-i ffairs of
the Company as at March 31, 2013 and of the profit of the Company for
the period * ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; j
d) the Directors have prepared the annual accounts of the Company on ''a
going concern'' basis. P AUDITORS AND AUDITORS'' REPORT R
M/s. DJVN & Company, Chartered Accountants, Statutory Auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for the B re-appointment.
The Company has received a certificate from the Auditors to the effect
that their re- appointment, if made, would be in accordance with
Section 224(1B] of the Companies Act, 1956.
There is no qualification or adverse remarks in the auditors report.
The Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
AUDIT COMMITTEE
The Company has duly constituted its Audit Committee pursuant to the
provisions of Section 292A of the Companies Act, 1956 & Clause 49 of
the Listing Agreement.
PARTICULARS OF EMPLOYEES |
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the Company has no employee with a remuneration during the
year under review, which taken in aggregate was equal to or more than
the sum prescribed under the said provisions.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis on Company''s performance -
industry trends and other material changes with respect to the Company
pursuant to Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by Exchange. The Company has also implemented several best Corporate
Governance practices as prevalent globally. !
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
LISTING FEES: P
The Company has paid necessary listing fees of the Bombay Stock
Exchange for the year 2013 2014.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS P AND OUTGO
The requirement of disclosure of particulars with respect to
conservation of energy as prescribed I in Section 217 (1) (e) of the
Act read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, are not applicable to the Company and
hence are not provided.
Although the operations of the Company excludes it from the purview of
Mandatory steps for energy conservation and involve low energy
consumption, the management has been highly conscious of criticality of
conservation of energy at all the operational levels and efforts are
made in this direction on a continuous basis. Adequate measures have
been taken to reduce energy consumption whenever possible by using
energy efficient equipments which resulted in reduction in the cost of
energy.
The Company continues to use the latest technologies for improving the
productivity and quality '' of its services and products.
MATERIAL EVENTS AND COMMITMENTS, IF ANY SUBSEQUENT TO BALANCE SHEET
DATE :
There are no material events and commitments, if any, which may have
adverse effect on the operations of the Company subsequent to the
Balance Sheet date and upto the date of the report.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank all investors, customers,
vendors, bankers, financial institutions, Service Providers, regulatory
and government authorities and Stock Exchanges for their consistent
support and encouragement to the Company. The Directors also place on
record their sincere appreciation to all employees of the Company for
their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled the Company to remain
at the forefront of the Industry.
By the Order of the board
Date: 10th June 2013
Place: Ahmedabad Chairman cuty Director
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మరింత సమాచారం Mahan Industries Ltd.
-
Mahan Industries Ltd. టూల్స్
- బల్క్ డీల్స్
-
Mahan Industries Ltd. కంపెనీ వివరాలు
- కంపెనీ ప్రొఫైల్
- కంపెనీ చరిత్ర
- నిర్వహణ బృందం
- క్యాపిటల్ స్ట్రక్చర్
- ప్రొడక్ట్ మిక్స్
- బ్యాంకర్/ఆడిటర్/రిజిస్ట్రార్
-
కంపెనీ చరిత్ర
- బిఎస్ఇ ధర చరిత్ర
-
Mahan Industries Ltd. ముఖ్య ఆర్థిక నిష్పత్తులు
- నిష్పత్తులు
-
Mahan Industries Ltd. ఫలితాలు
- క్వార్టర్లీ ఫలితాలు
- హాఫ్ ఇయర్లీ ఫలితాలు
- 9నెలల ఫలితాలు
- వార్షిక ఫలితాలు
-
Mahan Industries Ltd. ఆర్థిక డేటా
- ఆడిట్ ఫలితాలు
- క్యాష్ ఫ్లో
- బ్యాలెన్స్ షీట్
-
Mahan Industries Ltd. నివేదికలు
- అకౌంటింగ్ విధానాలు
- ఆడిటర్స్ నివేదిక
- డైరక్టర్స్ నివేదిక
- ఖాతాకు గమనికలు
-
Mahan Industries Ltd. కార్పొరేట్ ప్రకటనలు
- బుక్ క్లోజర్
- డివిడెండ్
- బోర్డు సమావేశాలు
-
బ్లూ-చిప్ స్టాక్లలో కొనుగోళ్ల జోరు.. 609 పాయింట్లు ఎగబాకిన సెన్సెక్స్.. 24177 పాయింట్ల వద్ద ముగిసిన నిఫ్టీ.. -
నష్టాల్లో ముగిసిన సూచీలు.. 24 వేల మార్క్ దిగువకు నిఫ్టీ.. 417 పాయింట్లు కోల్పోయిన సెన్సెక్స్.. -
HCL share: స్టాక్ పడిపోతుంటే ఇన్వెస్టర్లు ఎందుకు కొంటున్నారు? HCL టెక్ వెనుక ఉన్న అసలు సీక్రెట్ ఇదే! -
నిఫ్టీ టార్గెట్ తగ్గింపు.. భారత మార్కెట్కు జేపీ మోర్గాన్ షాక్! -
స్టాక్ మార్కెట్ భారీ క్రాష్.. రూ. 6 లక్షల కోట్లు ఆవిరి.. మూడు రోజుల్లో సెన్సెక్స్ 2,600 పాయింట్లు ఢమాల్.. -
మూడో రోజు కూడా కుప్పకూలిన స్టాక్ మార్కెట్.. భారీ నష్టాలతో ఇన్వెస్టర్లు విలవిల -
కుప్పకూలిన స్టాక్ మార్కెట్.. భారీ నష్టాల్లో ఐటీ రంగం షేర్లు.. ఇన్వెస్టర్లు లబోదిబో.. -
Stock market: పెరుగుతున్న స్టాక్ మార్కెట్! చమురు ధరలు తగ్గడమే కారణమా? ఇన్వెస్టర్లు ఇప్పుడేం చేయాలంటే.. -
ఇన్వెస్టర్లు డబ్బుతో రెడీగా ఉండండి.. రేపు బలంగా ర్యాలీ చేయనున్న నిఫ్టీ.. కారణాలు ఇవే.. -
IPO: స్టాక్ మార్కెట్ చరిత్రలోనే కీలక అడుగు.. ఏప్రిల్ 20న ఏం జరగబోతోంది? -
బలంగా ప్రారంభమై యూ-టర్న్ తీసుకున్న మార్కెట్..సెన్సెక్స్ 300 పాయింట్లు ఢమాల్.. కారణం ఏంటంటే.. -
Stock market: వర్షం పడితేనే స్టాక్ మార్కెట్లో లాభాల పంట! మాన్సూన్ ఎఫెక్ట్ వెనుక ఉన్న అసలు రహస్యం ఇదే! -
Stock Market: సెన్సెక్స్ టాప్ లూజర్స్ ఇవే.. ఇన్వెస్టర్లు అప్రమత్తంగా ఉండాలా, లేక ఇన్వెస్ట్ చేయాలా? -
Stock market: ఐటీ స్టాక్స్ క్రాష్! నిఫ్టీ ఐటీ ఇండెక్స్ డౌన్.. భారీ నష్టాల్లో టాప్ కంపెనీలు! -
Stock market: సెన్సెక్స్ పతనం.. కానీ రికవరీ మొదలైందా? నేటి మార్కెట్ టాప్ విన్నర్స్ వీరే!
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