mahasagar travels ltd Directors report

To

The Members,

Mahasagar Travels Limited

Your directors have great pleasure in presenting the 30th Boards Report on Companys business and operation, together with their Audited Statement of Accounts of the Company for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

Particulars	Year ended on 31.03.2023 (Rs.)	Year ended on 31.03.2022 (Rs.)
Total Revenue	55,40,39,254.96	45,84,67,068.47
EBIDTA	2,81,96,986.04	1,47,48,741.78
Profit or (Loss) before tax	18,82,036.07	(1,71,71,000.31)
Less: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Profit /(Loss) for the year	18,82,036.07	(1,71,71,000.31)
Less: Income Tax Items not classified in Profit and Loss Account	0	0
Other Comprehensive Income	0	0
Total Comprehensive Income for the Period	18,82,036.07	(1,71,71,000.31)
Less: Appropriation	0	0
Adjustment Relating to Items not classified in profit and loss account	0	0
Transferred to General Reserve	0	0
Closing Balance of Profit and Loss Account	18,82,036.07	(1,71,71,000.31)

2. DIVIDEND:

In view of requirements of funds, the Board of Directors of the Company has shown their inability to recommend payment of Dividend.

3. STATE OF COMPANYS AFFAIRS

Since the Company is engaged in providing service to the tourists of the state and thereby in the engagement of the service sector industry since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However, the management has taken care of the fluctuation in petroleum products by creating retail outlet.

4. TRANSFER TO RESERVES

No amount has been transferred to General reserve Account.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there was no change in the capital structure of the company.

6. ANNUAL RETURN

Pursuant Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of Annual Return of the company for the FY 2022-23 will be placed on following web link: http://www.mahasagartravels.com

7. UNCLAIMED SHARES DEMAT SUSPENSE ACCOUNT

There were no unclaimed shares to be kept in the demat suspense account.

8. DETAILS ABOUT SUBSIDIARY COMPANIES:

There is no subsidiary company of the company during the year under review.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. They have selected such accounting policies and applied them consistency 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 ended on 31st March, 2023 and of the profit and loss of the Company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the annual accounts on a going concern basis

5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23.

10. RISK MANAGEMENT

The Board of the Company has constituted a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

11. COMMITTEES OF THE BOARD

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated authority.

The Following statutory committees constituted by the board function according to their respective roles and defined scope:

• Audit Committee of directors

• Nomination and Remuneration Committee

• Risk Management Committee

• Stakeholders Relationship Committee

The board of directors in its meeting held on 13th February, 2023 has considered change in composition of various committees and the details of various committees including composition and meetings of committees of the board held during the financial year are given in the Report on Corporate Governance section forming part of the Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

Board has met Nine times during the financial year, the details of which are given in Corporate Governance Report in this Annual report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31st March, 2023, your company has 8 directors, which includes 3 Independent Directors, 3 NonExecutive Non-Independent Directors, 1 Executive Director and 1 Managing Director. Your company has appointed 1 Company secretary pursuant to Section 203 of the Companies Act, 2013 designated as a compliance officer of the company.

CHANGES IN BOARD OF DIRECTORS:

We regret to inform you of the sudden and sad demise of Mr. Kartikkumar R. Upadhyay, Chairman and NonExecutive director of the company on Monday, 30th January, 2023. Mr. Kartikkumar R. Upadhyays sudden and unexpected passing away will be an irreparable loss to the company and all the directors and employees of the company conveyed deep sympathy, sorrow and condolences to his family.

The Board of Directors of the company at its meeting held on Monday, 13th February, 2023 has considered and approved the Appointment of Mr. Rajiv N. Maheta, Independent and Non-executive director of the company as the Chairman on the board in place of Mr. Kartikkumar R. Upadhyay, Former chairman of your company.

NON-EXECUTIVE NON-INDEPENDENT DIRECTORS:

Mr. Ravi S. Karia, Mr. Abhay J. Sukhwani and Ms. Kavita A. Bachani are Non-Executive Non-Independent Directors of your company.

DIRECTORS RETIRING BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013 Mr. Ravi S. Karia (DIN: 00578672), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Your directors recommend for appointment.

KEY MANAGERIAL PERSONNEL:

Mr. Bhagchand G. Sukhwani was appointed as Managing Director for a period of five years with effect from 1st January, 2019 and the same was approved by the shareholders at the annual general meeting held on 29th September, 2019.

Mr. Prakashbhai Kanjibhai Kakkad was appointed as Executive Director and was designated as Chief Financial Officer of the company with effect from 1st January, 2019 and the same was approved by the shareholders at the annual general meeting held on 29th September, 2019.

The Following Personnel are the list of KMPs as per definition under section 2(51) and section 203 of the Act.

1. Mr. Bhagchand G. Sukhwani, Managing Director, CEO;

2. Mr. Prakashbhai Kanjibhai Kakkad, Chief Financial Officer;

3. Mr. Chirag I. Sangatani, Company Secretary & Compliance officer

INDEPENDENT DIRECTORS:

Pursuant to the provision of Section 149 of the Act, Mr. Rajiv N. Maheta (DIN: 07898792) was appointed as an Independent Director of the company for a second consecutive term of 5 years i.e., 25th September, 2022 to 24th September, 2027 subject to approval of members by way of Special Resolution. Vide Special Resolution passed at the 29th Annual General Meeting held on 24th September, 2022; the members approved the Re-appointment of Mr. Rajiv N. Maheta as an independent director of the company from 25th September, 2022 to 24th September, 2027.

Further that Mr. Kanaiyalal G. Narumalani and Mr. Jasubhai N. Barevadia were appointed as an Independent Director of the company at the 26th Annual General Meeting of the Company held on 29th September, 2019. The terms and conditions of appointment of the independent director are as per Schedule IV of the Act.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the companies act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 31st March, 2023.

The Independent Directors at their meeting, inter alia, reviewed the following: -

• Performance of non-independent directors and Board as a whole

• Performance of the chairman of the company, taking into account the views of Executive Directors and non-executive directors.

• Assessed 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.

DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, The Company has received declaration from all the independent directors Mr. Rajiv N Maheta (DIN: 07898792), Mr. Kanaiyalal G. Narumalani (DIN:00402338) and Mr. Jasubhai N. Barevadia (DIN:08551423) that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, and the same has been noted by the Board of Directors and there has been no change in the circumstances which may affect their status as independent director during the year.

14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on our board with the business of the company, industry in which the company operates, business model, challenges etc. through various programs which includes interaction with subject matter expert within the company, meeting with our business leads and functional heads on regular basis.

The Familiarization program for Independent Directors is available on the website of the company at mahasagartravels.com.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report. Further detailed policy on Directors Appointment and remuneration is available on the companys website at www.mahasagartravels.com.

16. POLICIES

We seek to promote and follow the highest level of ethical standard in our business transactions. The SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 mandates the certain policies for all listed companies. All policies are available on our website www.mahasagartravels.com The policies are reviewed periodically by the Board of directors and update based on the need and new compliance requirement.

17. VIGIL MECHANISM

The Company has established a vigil mechanism to deal with instances of fraud and mismanagement, if any. Detailed Vigil Mechanism policy is posted on Companys Website at www.mahasagartravels.com.

18. SECRETARIAL STANDARDS

The directors state that applicable Secretarial standards i.e., SS-1 and SS-2 related to Meetings of Board of Directors and General Meetings have been duly followed by the Company.

19. STATUTORY AUDITORS:

On the recommendation of Audit Committee and pursuant to section 139 and other applicable provision of the companies act, 2013 read with the companies (Audit and Auditors) rules, 2014, as amended, The Members of the company at their AGM held on 24 September, 2022, approved the appointment of M/s B H Advani & Associates, Chartered Accountants, FRN: 117127W as a Statutory Auditor of the Company for the term of five years commencing from the conclusion of 29th AGM of the company till the conclusion of 34th AGM of the company to be held in the year 2027 at a remuneration as may be approved by the Board.

The company had received the Consent and Eligibility Certificate in accordance with section 139, 141, and other applicable provisions of the companies act, 2013, from M/s B H Advani & Associates.

Provision of Companies (Amendment) Act 2017 become effective from 7th May 2018 and thus Board has noted the appointment of auditor made for the period from the conclusion of 29th Annual General Meeting to Conclusion of 34th Annual General Meeting and there is no change in auditor formal resolution for ratification hence it is not mentioned in the notice.

20. SECRETARIAL AUDITOR:

The Board has appointed Mr. Kishor S. Dudhatra, Practicing Company Secretary as Secretarial Auditor of the company for the financial year ended March 31, 2023 who had given his consent and eligibility to act as the Secretarial Auditors of the company.

Further, M/s Kishor Dudhatra, Company Secretaries have been re-appointed to conduct the secretarial audit of the company of FY24. They have confirmed that they are eligible for the said appointment.

21. AUDITORS REPORT:

(a) Statutory Audit Report:

Standalone financial statements of the Company have been prepared in accordance with IND AS notified under section 133 of the Act.

The Statutory Auditors Report for the financial year ended March 31st, 2023 does not contain any qualification, reservation or adverse remarks.

The Statutory Auditor of the company has not reported any fraud to the Audit Committee of directors as specified under section 143(12) of the act, during the year under Review.

(b) Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, Your company had appointed M/s Kishor Dudhatra, Company Secretaries as Secretarial Auditor of the company for FY23 to undertake secretarial audit of the company.

The Secretarial Report given by him in form MR-3 is annexed as an Annexure-IV integral part of this report. There are no adverse remarks on the secretarial audit report and other details are self-explanatory.

The Company was unable to comply with Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to newspaper advertisement of quarterly/half yearly/yearly financial results for the FY 2022-23 due to unavoidable circumstances. Company will ensure proper and timely compliance of LODR Regulations, Guidelines and other statutory compliances.

22. COST AUDIT:

Applicable provisions of Cost Audit compliance, if any, were dealt separately. During the year under review cost audit was not applicable to company and pursuant to Section 148 (1) company had maintained the applicable cost records.

23. CERTIFICATION OF STATUS OF DIRCETORS QUALIFICATION

Pursuant to Regulation 34(3) and Schedule V para C clause (10)(i) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 certification of Non Disqualification of directors is attached as Annexure-V to this report.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The particular of loans, guarantees and investments have been disclosed in the financial statements.

25. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public in terms of section 73 of Companies Act, 2013 and as such, no amount on account of principal or interest on public deposit was outstanding as on the date of the balance sheet for the FY 2022-2023.

26. TRANSACTIONS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the company during financial year with related parties were in the ordinary course of business and on arms length basis and do not falls under the scope of Section 188(1) of the Companies Act, 2013.

Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-III in form AOC-2 and the same forms are part of this report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

Since Your Company is engaged in service activity the said statement is not applicable and Companys policy is to obtain best economic average from the transportation services provided by their vehicles.

TECHNOLOGY ABSORPTION:

Since Your Company is engaged in service activity the said statement is not applicable. Company had adopted policy to purchase latest technology transportation vehicles which provides maximum economic fuel average.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The companys business activity is restricted to domestic level only and deals in rupee currency no any foreign currency is earned or expended.

28. CORPORATE SOCIAL RESPONSIBILITY:

Since The company does not fall under the purview of Section 135 of companies Act, 2013. Hence no Corporate Social Responsibility initiatives have been taken during the year.

29. MATERIAL CAHNGES AFFECTING FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company between the end of financial year March 31, 2023 to which the financial statements relate and the date of signing of this report.

30. PARTICULAR OF EMPLOYEES

The information on Remuneration required under Section 197 of the Act read with rule 5(1) of the Companies Act (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive directors	Ratio to median
BHAGCHAND GORDHANDAS SUKHWANI	6.00:1
PRAKASHBHAI KANJIBHAI KAKKAD	3.84:1

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year

The percentage increase in the remuneration of Mr. Bhagchand G Sukhwani, Managing Director for FY23 is 8.33% over the previous financial year due to statutory bonus paid on monthly basis.

The percentage increase in the remuneration of Mr. Prakashbhai Kanjibhai Kakkad, Executive Director and Chief Financial Officer for FY23 is 8.33% over the previous financial year due to statutory bonus paid on monthly basis.

The percentage increase in the remuneration of Mr. Chirag I. Sangatani, Company Secretary of the company for FY23 is 24.73% over the previous financial year.

c. The percentage increase in the median remuneration of employees in the financial year*-

The remuneration of MD & CFO is Rs. 54,165 and Rs. 34,666 p.m. respectively. Further, company operated the buses hence most of the employees of the company are driver category and due to high attrition and irregular presence the salary of average employees is around Rs. 9025/- So in our case comparison of median salary of employee and KMP is not comparable.

d. The number of permanent employees on the rolls of Company: 106 Employees.

e. The explanation on the relationship between average increase in remuneration and Company performance On an average there is 7.72% increase in the remuneration of employees. The Increase in remuneration is in line with the market trends in the respective industries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individuals performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company

Aggregate remuneration of key managerial personnel (KMP) in FY 22-23	12,97,972
Revenue	55,40,39,254.96
Remuneration of KMPs (as % of revenue)	0.23%
Profit before Tax (PBT)	18,82,036.07
Remuneration of KMP (as % of PBT)	68.97%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars	March 31, 2023	March 31,2022	% Change
Market Capitalization	4,36,42,425	2,34,33,230	86.24%
Price Earnings Ratio	9.91	-1.37	823.35%

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

Market Price (BSE)

As per note given below

The shares of companies are thinly traded and there is no such volume of trading in the scrip of the company.

Hence the data pertain to above is not comparable.

i. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Particulars	BHAGCHAND GORDHANDAS SUKHWANI	PRAKASHBHAI KANJIBHAI KAKKAD	CHIRAG ISHWARLAL SANGATANI
Remuneration in F.Y. 2022-2023	649980/-	415992	2,32,000
Revenue		55,40,39,254.96
Remuneration as % of Revenue	0.12%	0.07%	0.04%
Profit before Tax		18,82,036.07
Remuneration as % of PBT	34.54%	22.10%	12.33%

k. The key parameters for any variable component of remuneration availed by the directors: N.A.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

31. PERFORMANCE EVALUATION OF BOARD, COMMITTESS, AND INDIVIDUAL DIRECTORS:

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations")

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

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

The Board and the Remuneration & Nomination Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

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

32. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY:

The company has implemented and evaluated the Internal Financial controls which provide a reasonable financial control which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statues and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The internal Audit reports were reviewed periodically by Audit Committee as well as by Board of Directors.

33. SEXUAL HARASSMENT:

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

34. INSURANCE:

All the assets of the Company have been adequately insured.

35. LISTING:

At present your Companys Securities are listed on the BSE Limited.

36. PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS PER RULE 8(5)(XI) & (XII) OF COMPANIES (ACCOUNTS) RULES, 2014:

No application or any proceeding is pending under IBC code, 2016. The company has never made any One Time Settlement against the loans obtained from Banks etc. and hence the said clause is not applicable.

37. TAXES:

Company is regularly paying Income Tax, GST, RTO Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax appropriate provision and treatments have been as per Law. Details of the payment, refund, appeals and disputed amount have been adequately provided in audit report and same is self -explanatory and the amount of dispute is being dealt with various authorities and awaiting for final outcome.

38. DEMATIRIALIZATION AND TRANSFER OF THE SECURITIES:

ISIN: INE007G01014

As on date of this report company is having connectivity with both the depositories viz. NSDL and CDSL for dematerialization of shares.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime Pvt. Ltd. (Unit: Mahasagar Travels Limited)

506-508 Amarnath Business Centre-1 ABC-1, Beside Gala Business center Near St. Xaviers Collage Corner, off C G Road,

Navrangpura, Ahmedabad -380009

39. REGULATORY STATEMENT:

In conformity with the provision of Regulation 34 of the Listing regulation, the cash flow statement for the year ended on 31st March, 2023 is annexed to the accounts.

40. CORPORATE GOVERNANCE:

The Company has complied with the requirement regarding corporate governance as per Listing Obligation and Disclosure Requirement (LODR) Regulation, 2015 and stock exchange where the Companys shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report.