Dear Members,
MAHARASHTRA CORPORATION LIMITED
Your Directors have pleasure in presenting the 41st Directors Report of the
Company on the business and operations together with the audited results for the year
ended 31st March, 2023.
1. FINANCIAL PERFORMANCE:
(Rs. In Lacs)
| PARTICULARS |
YEAR ENDED 31.03.2023 |
YEAR ENDED 31.03.2022 |
| Revenue from operations |
112.34 |
0.00 |
| Other income |
0.77 |
0.13 |
| Gross Income |
113.11 |
0.13 |
| Total Expenses |
41.07 |
66.05 |
| Net Profit Before Tax |
72.04 |
(65.92) |
| Provision for Tax |
- |
- |
| Net Profit After Tax |
72.04 |
(65.92) |
2. OPERATIONS:
During the year under review, the Company have generated total revenue of Rs. 113.11
Lakhs in comparison to Rs. 0.13 Lakhs generated in previous year. The Company gained of
Rs. 72.04 Lakhs during the year 31st March2023 as compared to loss of Rs. 65.92
Lakhs for the last year ended on 31st March 2022.Your Directors are optimistic about
favourable market conditions in the coming years which shall further result into better
performance.
Impact of Covid-19
The sudden spread of Covid-19 pandemic and consequent Country wide lockdown since March
2021 has affected the world economy adversely, to safeguard interest of the public at
large from this epidemic, the Indian Government including various State Governments and
Municipal Authorities have issued various advisory directives including restrictions on
movement of public and other means of transport. In accordance with the directives of the
Government and in order to ensure health and well being of all employees Work from Home
policy was brought in place for your Companys employees.
3. DIVIDEND:
The Directors do not recommend any dividend for the financial year ended March 31,
2023.
4. SHARE CAPITAL:
The Issued, Subscribed & Paid up Capital of the Company as on 31st March
2023 stands at Rs. 17,96,95,135/- divided into 17,96,95,135 Equity Shares of Re. 1/- each.
The Authorised Share Capital of the Company as on 31st March 2023 stands at Rs.
64,00,00,000/- divided into 64,00,00,000 Equity Shares of Re. 1/- each. Further, The
Authorised Share Capital has been voluntary increased from Rs. 14,00,00,000/- divided into
14,00,00,000 Equity Shares of Re. 1/- each to Rs. 64,00,00,000/- divided into 64,00,00,000
Equity Shares of Re. 1/- each during the Financial year 2022-23.
5. TRANSFER TO RESERVE:
During the year under review, the Company has transferred Rs. 72.04 Lakhs to reserves
for the year 2022-23.
6. COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in accordance with the
relevant accounting principles and also complies with the accounting standards issued by
the Institute of Chartered Accountants of India.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i) Retire by Rotation:
In accordance with the provisions of Section 152 of the Act, and that of Articles of
Association of the Company, Mr. Ravi Kumar Rajak (DIN: 09438686) Director of the Company
retires by rotation at this Annual General Meeting of the Company and being eligible,
offers himself for reappointment.
ii) Change in Directors and Key Managerial Personnel:
During the Year there are following Appointment and Resignation of Directors and Key
Managerial Personnel of the company till the date of this report-
The current composition of the Board of Directors of the Company are as follows:
| Name of Director |
DIN |
Designation |
| Tilokchand Kothari |
00413627 |
Executive Director |
| Kuldeep Kumar |
08373716 |
Independent Director |
| Madhubala Vaishnav |
08376551 |
Independent Director |
| Sanjay Rajak |
08417877 |
Independent Director |
Details of current composition of Key Managerial Personnel of the Company-
| Name |
Designation |
| Hardika Solanki |
Company Secretary |
| Amandeep |
Chief Executive Officer |
| Ravi Kumar Rajak |
Chief Financial Officer |
iii) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued
thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015,
the Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of its various Committees. The criteria
applied in the evaluation process are detailed in the Corporate Governance Report which
forms part of this report.
iv) Meetings of the Board:
During the year ended 31st March 2023, Eleven (11) Board Meetings were held
by the Company on 18.05.2022, 23.06.2022, 12.07.2022, 01.08.2022, 29.08.2022, 06.09.2022,
07.10.2022, 28.10.2022, 03.12.2022, 17.01.2023 and 25.01.2023. Details of the meetings and
the attendance record ofthe Directors are mentioned in the Corporate Governance section
which forms part ofthis Report.
v) Committees of the Board:
At present, there are three (3) Committees of Board, i.e. Audit Committee,
Stakeholders Relationship Committee & Nomination & Remuneration Committee. The
Composition and other details related to the Committees have been stated in the Corporate
Governance Report which forms integral part of this report.
8. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:
Your Company has received declarations pursuant to Section 149(7) of the Companies Act,
2013 from all the Independent Directors confirming that they meet the criteria of
independence laid down under Section 149(6) of the Companies Act, 2013. Based on the
declaration(s) of Independent Directors, the Board of Directors recorded its opinion that
all Independent Directors are independent of the Management and have fulfilled the
conditions as specified in the Companies Act, 2013, rules made thereunder as well as
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an adequate budgetary control system and internal financial
controls with reference to financial statements. No reportable material weaknesses were
observed in the system during the previous fiscal. Further, the Company has laid down
internal financial control policies and procedures which ensure accuracy and completeness
of the accounting records and the same are adequate for safeguarding of its assets and for
prevention and detection of frauds and errors, commensurate with the size and nature of
operations of the Company. The policies and procedures are also adequate for orderly and
efficient conduct of business of the Company.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company
confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
11. CHANGE IN THE NATURE OF BUSINESS:
During the period under review, company has insert new object clause which is related
to our business for the better prospect of the company with the approval of shareholder
dated 29th January, 2022.
12. EXTRACT OF ANNUAL RETURN:
As required under Section 134(3) (a) &Section 92(3) of the Act, the Annual Return
is put up on the Companys website and can be accessed at
http://mcl.visagar.com/investors.html & Extracts of the Annual return in form MGT 9
for the Financial Year 2022-23 is uploaded on the website of the Company and can be
accessed at http://mcl.visagar.com/investors.html.
13. NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Nomination &Remuneration Policy is annexed as "Annexure A"
to this Report. The policy is also available in the website of the Company i.e.
http://mcl.visagar.com/investors.html.
14. AUDIT COMMITTEE:
Your Company has an Audit Committee in compliance with the provisions of the Companies
Act, 2013 as well as Part C of Schedule II of the Listing Regulations. The composition of
the Audit Committee, detail of terms of reference, number and dates of meetings held and
attendance of the Members therein have been specified separately in the attached Corporate
Governance Report. The Board accepted the recommendations of the Audit Committee whenever
made by the Committee during the year.
15. AUDITORS & THEIR REPORT:
a) Statutory Auditor:
M/s. S.C. Mehra & Associates LLP., Chartered Accountants (ICAI Registration No.
106156W/W100305) were appointed as statutory auditors of the company. Currently, they are
holding office of the auditors up to the conclusion of the 40th Annual General
Meeting.
Accordingly, as per the said requirements of the Act, M/s. Bhatter & Associates,
Chartered Accountants (Firm Registration No. 131411W) are proposed to be appointed as
auditors for a period of 5 years commencing from the conclusion of 40th Annual
General Meeting till the conclusion of the 45th Annual General Meeting, in
place of M/s. S.C. Mehra & Associates LLP., Chartered Accountants (ICAI Registration
No. 106156W/W100305).
M/s. Bhatter & Associates., Chartered Accountants (Firm Registration No. 131411W),
have consented to the said appointment and confirmed that their appointment, if made,
would be within the limits specified under Section 141(3) (g) of the Act. They have
further confirmed that they are not disqualified to be appointed as statutory auditors in
terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section
141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors have recommended the appointment of M/s.
Bhatter & Associates., Chartered Accountants (Firm Registration No. 131411W), as
statutory auditors of the Company from the conclusion of the 40thAnnual General
Meeting till the conclusion of 45th Annual General Meeting, to the
shareholders.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide
section 40 of the Companies (Amendment) Act, 2017 notified on 7thMay, 2018. Therefore, it
is not mandatory for the Company to place the matter relating to appointment of statutory
auditor for ratification by members at every Annual General Meeting. Hence the Company has
not included the ratification of statutory auditors in the Notice of AGM.
During the Year under review, the Auditors have not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
b) Secretarial Auditor:
In compliance with the provisions of Sec 204 and other applicable provisions of
Companies Act 2013, the Board of Directors have appointed Ms. Kirti Sharma,
Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the
Company for the financial year ended 31st March, 2023. The Secretarial Audit
Report is attached herewith marked as "Annexure B" and forms an integral
part of this report.
c) Internal Auditor:
M/s. Lakhpat M Trivedi, Chartered Accountants, Mumbai (Registration No. 109047) was
appointed as Internal Auditor of the Company for the FY 2022-2023 and the Internal Audit
Report prepared by them was placed before the Audit Committee.
16. RISK MANAGEMENT:
Risk Management is the process of identification, assessment, and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid a comprehensive Risk Assessment and Minimization
Procedure, which is reviewed by the Audit committee and approved by the Board from time to
time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The policy has been hosted on Companys
website www.mahacorp.in
17. PUBLIC DEPOSITS:
The Company has not accepted any deposit from the general public within the meaning of
section 73 of the Companies Act, 2013 and the rules made there under.
18. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into by the Company during the
financial year under review were on arms length basis and in the ordinary course of
business. There are no material significant related party transactions entered into by the
Company with its Promoters, Directors, Key Managerial Personnel or other designated
persons, which may have a potential conflict with the interest of the Company at large,
hence
Form AOC-2 is not applicable to the Company.
The policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website at the
link: http://mcl.visagar.com/attachments/policyrtp.pdf
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION186:
During the year ended 31st March 2023, the Company has not given any loans
or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Companys financial position have occurred between the end of the
Financial Year of the Company and date of this report.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not
applicable to the Company; hence no such Committee has been formed. However, Company had
always tried in its best possible ways to involve itself in social development activities.
22. DEMATERIALISATION OF SHARES:
Your Company has connectivity with the National Securities Depository Limited (NSDL)
& Central Depository Services (India) Limited (CDSL) for dematerialization of its
Equity Shares. The ISIN No. INE272E01027 has been allotted for the Company Shares.
Therefore, the members and/or investors may keep their shareholdings in the electronic
mode with their Depository Participant.
23. LISTING OF SHARES:
The shares of your Company are listed at BSE Limited.
24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting
of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, every listed Company is required to have a Vigil
Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns
and grievances. The Company has a Whistle Blower Policy in place and the same is also
available on the web-site at the web-link http://mcl.visagar.com/attachments/VIGILMechanismMCL.pdf.
The Audit Committee of Directors are entrusted with the responsibility to oversee the
Vigil mechanism.
26. CORPORATE GOVERNANCE:
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Companys Auditors on its
compliance forms an integral part of this report.
27. SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval given on 10th April 2015 by the Central Government
to the Secretarial Standards specified by the Institute of Company Secretaries of India,
the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) came into effect from 1st July 2015. The Company is in
compliance with the same.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
29. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is presented in a separate section forming
part of this Annual Report.
30. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto excluding
the information on employees particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in advance.
No employee has received remuneration in excess of the limits set out in rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
during FY 2022-23.
31. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 (3)(A & B) of Companies (Accounts) Rules, 2014 regarding Conservation of Energy
and Technology Absorption are not applicable to the Company.
32. FOREIGN EXCHANGE OUTGO AND EARNINGS
During the year there were no foreign exchange transactions in the Company. The
particulars regarding foreign exchange inflow and outflow are as follows:
| Particulars |
FY 2022-23 |
FY 2021-22 |
|
(Rs.) |
(Rs.) |
| i) Foreign Exchange earnings |
Nil |
Nil |
| ii) Foreign Exchange outgo |
Nil |
Nil |
33. SEXUAL HARRASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under
review, there were no cases filed or reported pursuant to the provisions of the said Act.
34. ACKNOWLEDGEMENT:
Your Directors take the opportunity to express their grateful appreciation for the
excellent assistance and co-operation received from their Bankers, Customers etc. Your
Directors also thank all the shareholders for their continued support and all the
employees of the Company for their valuable services during the year.
|
|
By Order of the Board of Directors |
|
|
For Maharashtra Corporation |
|
|
Limited |
|
Sd/- |
Sd/- |
| Place: Mumbai |
Kuldeep Kumar |
Tilokchand Kothari |
| Date: 05.05.2023 |
Director |
Chairman & Director |
|
(DIN: 08373716) |
(DIN: 00413627) |
+91-9892691696
