Mahaan Foods Ltd Directors Report.

REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2020.

Dear Members,

Your Directors are pleased to present the Companys 33rd Annual Report and the Companys audited financial statements for the financial year ended March 31, 2020.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2020, is summarized below:

Particulars STANDALONE
2019-20 2018-19
lacs lacs
Revenue & Other Income 588.10 135.01
Profit Before Interest and Depreciation & Taxes 174.86 52.37
Profit /(Loss) before exceptional item & Taxes 169.65 42.47
Exceptional Item 0 286.24
Profit/(Loss) before Tax 169.65 328.73
Taxation 64.10 9.27
Other Comprehensive Income 0 0
Profit/(Loss) after taxes 105.55 319.45

The Company achieved gross turnover including other income of Rs. 588.10 Lakh and post net profit of Rs. 105.55 lakh for the financial year ended on 31st March, 2020 as against gross turnover including other income of Rs. 135.01 Lakh and net profit of Rs. 319.45 Lakh in the previous financial year.

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company registered higher turnover during the year 2019-20 as compared to the previous year. However the beginning of 2020 witnessed the global spread of COVID-19, i.e. Coronavirus. Global threat from Covid-19 is continuing to grow at a rapidly accelerating rate. The Governments in many countries announced lockdowns and asked people to stay indoors. Around the world, these coronavirus lockdowns have driven professional and social life out of the physical world and into the virtual realm. The economic fallouts of this are still difficult to assess as the situation is still evolving. Your Company is exploring available business opportunities which are in best interests of the Company in the given circumstances.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 31st March, 2020.

4. DEPOSITS FROM PUBLIC

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.The Company has not accepted deposits failing with in the ambit of Section 73 and Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO RESERVES

During the year, the Company has transferred Rs. 1,05,55,188 to reserves.

6. CHANGES IN SHARE CAPITAL

There has been no change in the Authorized and Paid up share capital of the Company during the year. Your Company has neither issued any equity shares with differential rights nor granted any employees stock options/ sweat equity shares to the Directors, Officers or employees of the Company during the year.

7. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of your Company during the year.

8. EXTRACT OF ANNUAL RETURN

The Extracts of the annual return in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 and

Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as "Annexure- A" and has been placed on the website of the Company and can be accessed at the link https://mahaanfoods.com/mgt-9

Extract of Annual Return (MGT-9) of the Company is annexed herewith marked as "Annexure A" to this Report.

9. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not made any investment covered under Section 186 of the Companies Act, 2013 and also not extended any loan, guarantee or provided any security during the financial year ended March 31, 2020.

10 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any material subsidiary whose net worth exceeds 20% of the Net worth of the Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial Year. Accordingly, a policy on material subsidiaries has not been formulated.

11 MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors Report.

12 MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

In March 2020, the WHO declared the COVID 19 outbreak as a pandemic which continues to spread across the country. On 25/03/2020, the Government of India has declared this pandemic a health emergency, ordered temporarily close of all non-essential businesses, imposed restrictions on movement of goods/material, travel, etc. The Company has since, after receiving applicable permissions could partially commenced operations scaling up the same gradually. There are no other material changes or commitments occurring after 31st March 2020, which may affect the financial position of the company or may require disclosure.

13 FORMAL EVALUATION OF BOARD, COMMITTEES & DIRECTORS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has through mutual discussions carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee ("NRC") evaluated 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 a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed, taking into account the views of executive directors and non-executive directors of the company.

14. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

15 DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 Read with the Listing Regulations.

Mr. Sanjeev Goyal, Chairman cum Managing Director, Mr. Jitender Bisht, Chief Financial Officer and Ms. Ayushi Vijay, Company Secretary are the Key Managerial Personnel of your Company as on March 31, 2020 under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of

Association, Mrs. Saloni Goyal, Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment. The Board recommends her re-appointment for consideration of the shareholders of the Company at the ensuing Annual General Meeting.

During the year, Mr. Shubham Jain relinquished the position of Company Secretary cum Compliance Officer w.e.f 6th August, 2019 and Ms. Ayushi Vijay was appointed as the Company Secretary cum Compliance Officer of the Company w.e.f 18th September, 2019.

Further, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence as given under Section 149 (6) of the Companies Act, 2013 and the relevant provisions of the Listing Regulations.

16. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company was not required to constitute Internal Complaints Committee. Your company did not come across any complaint by any employee during the year under review relating to the sexual harassment. Further, during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

17 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions done by the Company during the financial year were at arms length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction as mentioned in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with any of its related parties which may have potential conflict with the interest of the Company at large. The details of the related party transactions have been made in note no. 31 to the Financial Statements.

The policy on Related Party Transactions as approved by Board of Directors is uploaded on the Companys website http;//www.mahaanfoods.com

18 AUDITORS

A.STATUTORY AUDITORS

M/s DMARKS & Associates, Chartered Accountants, the statutory auditors of the Company are holding office till the conclusion of the ensuing 33rd Annual General Meeting as they have completed their term as per the applicable provisions of the Companies Act, 2013.There is no audit qualification, reservation or adverse remark in their

Auditors Report on the financial statements of the Company for the year under review.

M/s R C Sharma & Associates, Chartered Accountants (Firm Registration No. 021847N) be and are hereby recommended to be appointed as Statutory Auditors of the Company for a term of Five (05) consecutive Financial years commencing from the conclusion of this Annual General Meeting till the conclusion of the 38th Annual General Meeting on recommendation of the Audit Committee subject to the approval of shareholders of the Company.

B.SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Shakshi & Associates, Company Secretaries (C.P.No. 12649) had been appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the Financial Year 2019-20. The Secretarial Audit Report for the year ended on 31st March, 2020 is annexed herewith as "ANNEXURE-B". There is no audit qualification, reservation or adverse remark in the Secretarial Auditors Report of the Company for the year under review.

C.INTERNAL AUDITORS

M/s Naresh Kumar & Co., Chartered Accountants, (FRN 005987N), New Delhi are the Internal Auditors of the company.

D.COST AUDITORS

In terms of provision of Section 148(1) of the Companies Act, 2013 read with rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company was not required to maintain cost records for the financial year 2019-20.

19 INTERNAL FINANCIAL CONTROLS

Your Company has a proper and adequate system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The internal financial control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Audit Committee periodically reviews the performance of internal audit function and discusses internal audit reports with the Internal Auditor.

20 RISK MANAGEMENT POLICY

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The policy is available on the Company website at http://www.mahaanfoods.com.

21 CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

22 NUMBER OF BOARD MEETINGS & ATTENDACE OF DIRECTORS

During the Financial Year 2019-20, 5 (Five) Board Meetings were held and the gap between two meetings did not exceed 120 days. The Board Meetings were held on 29th May, 2019, 6th August, 2019, 18th September, 2019, 12th November, 2019, 10th February, 2020 respectively.

The details of composition of the Board, the attendance record of the Directors at the Board Meetings held during the financial year ended on 31.03.2020, at the last Annual General Meeting (AGM), along with the details of their other Directorships. Committee Memberships and Chairmanships are given below:

Name of the Director

No. of Board Meetings of the Company F.Y. 2019-2020

As on 31-03-2020
Category (i.e. Promoter, Executive, Non- Executive, Independent) Held during the year Attende d during the year Attendance at the Last AGM No. of Directorship in other Public Co. Committee membership in other Companies No. of Membership/Chai rman in Committees in which they are members
Mr. Sanjeev Goyal

Promoter & Chairman cum Managing Director

05 05

YES

01

NIL

03
Mrs. Saloni Goyal

Promoter & Director

05 05

YES

NIL

NIL

01
Mrs. Manisha Goyal

Independent Director

05 01

YES

01

NIL

03
Mrs. Rupali Chawla

Independent Director

05 04

NO

01

NIL

02

Number of Equity Shares held by Directors as on 31st March, 2020 are as under: -

Name of Director Designation Nos. of Equity Shares held
Mr. Sanjeev Goyal Chairman & Managing Director 860,759
Mrs. Saloni Goyal Director 516,715
Mrs. Manisha Goyal Independent Director -
Mrs. Rupali Chawla Independent Director -

None of the directors on the board is a member of more than 10 committees or chairman/chairperson of more than 5 committees as specified in Regulation 26 of Listing Regulations, across all the companies in which he/she is a director. The directors have made necessary disclosures regarding committees positions held in other public limited companies.

23 COMMITTEES OF THE BOARD

The Board of Directors has the following Committees: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

A. AUDIT COMMITTEE

The Audit Committee formed in pursuance to Section 177 of the Companies Act, 2013 and in accordance with Regulation 18 of the Listing Regulations is instrumental in reviewing the procedures of financial reporting besides reviewing the quarterly, half yearly, annual financial results of the Company, internal control systems, auditing and accounting matters including recommending for appointment of independent auditors and compliance with legal and statutory requirements and integrity of the Companys financial statements. The composition of the Audit Committee of the board as on 31st March 2020 comprises Mrs. Manisha Goyal as its Chairperson Mr. Sanjeev Goyal and Mrs. Rupali Chawla as its Members.

The Committee met four (4) times during the Financial Year 2019-2020 on the following dates: 29th May, 2019, 06th August, 2019, 12th November, 2019 and 10th February, 2020. Necessary Quorum was present at all the meetings. Details of attendance of Directors in the Audit Committee meeting are as under:

Name of the Director

No. of meetings

Category Held during the Year Attended
Mrs. Manisha Goyal Independent Director / Chairman 4 4
Mr. Sanjeev Goyal Managing Director 4 4
Mrs. Rupali Chawla Independent Director 4 4

B.NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee (NRC) is constituted pursuant to Section 178 of the Companies Act, 2013, and Regulation 19 of Listing Regulations. In accordance with the Remuneration policy of the company, the Nomination and Remuneration Committee recommend the appointment/re-appointment of Directors including Independent Directors and senior management & employees of the Company, based on their qualifications, professional experience, positive attributes, viewpoints, skills and area of expertise.

The Committee met two (2) times during the Financial Year 2019-2020 on 6th August 2019 and 18th September, 2019 respectively. The necessary quorum was present at all meetings. Details of attendance of Directors in the Remuneration Committee meeting are as under:

Name of the Director

No. of Meetings

Category Held during the Year Attended
Mrs. Manisha Goyal Independent Director/ Chairman 2 2
Mr. Sanjeev Goyal Managing Director 2 2
Mrs. Rupali Chawla Independent Director 2 2

C.SHAREHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted under compliance of provision of Section 178 of the Companies

Act, 2013. The Broad terms of reference and power of Stakeholders Relationship Committee are in line with the provisions contained under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

The role of Stakeholders Relationship Committee, inter-alia, is to resolve the grievances of the security holders of the Company including complaints related to transfer and transmission of shares, dematerialization / rematerialisation of shares, transposition of names, consolidation of shares, issue of duplicate share certificates, non-receipt of annual report and non-receipt of declared dividends, if any, etc.

The Stakeholders Relationship Committee of the Board as at 31st March 2020 consisted of three members. Mrs. Manisha Goyal, Independent Director of the Company is the Chairman of the Committee and Mr. Sanjeev Goyal, Managing Director and Mrs. Saloni Goyal, Director are the members of the Committee.

During the financial year Five (5) meetings of the Shareholder Relationship Committee was held on 15th April, 2019, 29th April, 2019, 13th September, 2019 21st October, 2019 and 07th February, 2020 respectively. Attendance of the members is as follows:

Name of the Director Category No. of Meetings
Held Attended
Mrs. Manisha Goyal Independent Director/ Chairman 5 5
Mrs. Saloni Goyal Director 5 5
Mr. Sanjeev Goyal Managing Director 5 5

No. of shareholders complaints received up to 31st March, 2020: 02

No. of complaints not solved to the satisfaction of the shareholders: Nil No. of pending complaints: Nil

24 COMPLIANCE OFFICER

Ms. Ayushi Vijay is the Compliance Officer of the Company for this purpose of Regulation 34(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 to look after the compliances under SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 and other SEBI Rules & Regulations, etc. The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, including the Companies Act, 2013 read with rules issued thereunder, Listing Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India.

25 INDEPENDENT DIRECTORS MEETING

As Stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Director of the Company shall hold at least one meeting in a year without the presence of Non Independent Directors and members of the management. The Independent Directors of the Company met once during the year on February 10, 2020 and the meeting was attended by all Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

26 CORPORATE GOVERNANCE

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as specified under regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the Company as paid-up share capital of the Company is less than Rs. 10 crore and net-worth of the Company is less than Rs. 25 crores, as on the financial year ended on 31st March, 2019. However, in accordance with provisions of regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has made compliances with the applicable provisions under the Companies Act, 2013.

27 REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has formulated a policy relating to the remuneration for the Directors, Key Managerial Personnel (KMP), Senior Management and other employees. The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. While formulating this policy, the NRC has considered the factors laid down in Section 178(4) of the Act.

The policy as approved may be accessed on the Companys website at the link: http://www.mahaanfoods.com

28 REGISTRAR AND SHARE TRANSFER AGENT & SHARE TRANSFER SYSTEM

M/s. Alankit Assignments Limited is the Registrar and Share Transfer Agent for the shares of the Company in both physical as well as electronic modes. The Company has authorized the Registrar and Transfer Agent to approve and execute transfer and transmission of shares. All correspondence with regard to share transfers and matters related therewith may directly be addressed to the Registrar and Share Transfer Agents at the address given below:

Particulars ALANKIT ASSIGNMENTS LIMITED
Contact Person Mr. Vijay Pratap Singh
Address Alankit Hosue", 4E/2, Jhandewalan Extension, New Delhi-110055
Phone Nos. 011-42541234 & 011-42541953
Email ID vijayps1@alankit.com

29 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

II. The steps taken by the company for utilizing alternate source of energy.

Your Company has taken adequate measures in all its operations to ensure optimum us of all equipments so as to conserve energy. The Company does not currently have any manufacturing unit.

III. Capital Investment on energy conservation equipments: NIL

B) TECHNOLOGY ABSORPTION

The Company strives continuously to upgrade its technology in all its operations.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning: NIL Outgo: Rs. 20,310,735

30 WHISTLE BLOWER/VIGILANCE POLICY

Your Company has established a whistle blower policy/vigil mechanism for the Directors and employees of the company, to report genuine concerns, calling the attention of the Audit Committee to some wrong doing occurring within an organization. Your Company has also provided adequate safeguards against victimization of whistleblowers who express their concerns against such wrong doings in the organization. The Company has also provided direct access to the Chairman of the Audit Committee, in exceptional circumstances.

31 CODE OF CONDUCT FOR REGULATING & REPORTING TRADING BY INSIDERS AND FOR FAIR DISCLOSURE, 2015

Your Company has adopted the "Code of Conduct for Regulating & Reporting Trading by Insiders and for Fair Disclosure, 2015" which, inter alia, prohibits purchase or sale of securities of the Company by Directors, employees and other connected persons while in possession of unpublished price sensitive information in relation to the Company.

32 DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

The company did not pay any remuneration to the Managing Director.

As required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employees remuneration and such other details as prescribed therein are given in "ANNEXURE-C" which is attached hereto and forms a part of the Directors Report.

33 PARTICULARS OF EMPLOYEES

The information required under rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required as there was no employee on the payroll of the company receiving remuneration in the excess of the limit prescribed under the said rules.

34 CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee ("NRC") has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. A person who holds any graduate or post graduate degree fulfills the criteria for becoming a Director.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations

35 BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2020.

36 GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: ? Details relating to deposits covered under Chapter V of the Act. ? No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.

37 FRAUD REPORTING

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Directors or the Central Government the occurrence or brewing of any fraud in the Company.

38 DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and state that:

a) in the preparation of the annual accounts for the year ended 31st March 2020, the applicable accounting standards had been followed along with the 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 the Companies Act 2013 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 the proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

39 ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companys activities during the year under review. The Board also places on record their appreciation of the devoted services of the employees. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended on March 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

Registration and other Details
CIN L15419DL1987PLC350285
Registration Date 13.03.1987
Name of the Company MAHAAN FOODS LIMITED
Category/Sub-category of the Company Public Company Limited by share
Address of the Registered office & contact details M-19, 1st Floor M-Block Market, Greater Kailash - II, New Delhi-110048
Contact Number:011-43107200
Whether listed Company Yes
Name, Address & contact details of the Registrar & Transfer Agent, if any. M/s Alankit Assignments Limited
1 E/ 13, Alankit House, Jhandewalan Extension,
New Delhi - 110055
Tel: +91 11-4254 1234
Email: rta@alankit.com
Website: www.alankit.com

 

Principal Business Activities of the Company
All the business activities contributing 10% or more of the total turnover of the Company

As per Attachment A

Particulars of holding, subsidiary, and associate companies Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

As per Attachment B

Category-wise Shareholding

As per Attachment C

Shareholding of Promoters

As per Attachment D

Change in Promoters Shareholding

As per Attachment E

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

As per Attachment F

Shareholding of Directors and Key Managerial Personnel Indebtedness

As per Attachment G

Indebtedness of the Company including interest outstanding /accrued but not due for payment Remuneration of Directors and Key Managerial Personnel

As per Attachment H

Remuneration to Managing Director (MD), Whole-time Directors (WTD) and /or Manager

As per Attachment I

Remuneration to other directors

As per Attachment J

Remuneration to Key Managerial Personnel other than MD / Manager / WTD

As per Attachment K

Penalties / Punishment/ Compounding of Offences

As per Attachment L

Attachment ‘A

Principal Business Activities of the Company

All the business activities contributing 10% or more of the total turnover of the company are given below: -

Name and Description of the main products /services NIC Code of the Product/service % of the total turnover of the company
1. Manufacturing of Dairy Products 105 100%

Attachment ‘B

Particulars of holding, subsidiary, and associate companies

Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. - -

-

-

-

Attachment ‘C

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year [As on March 31, 2019]

No. of Shares held at the end of the year [As on March 31, 2020]

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Share s

%Change during the year

A. Promoters
(1) Indian
a) Individual/ HUF 1865299 - 1865299 53.28 1865299 - 1865299 53.28 -
b) Central Govt. - - - 0.00 - - - 0.00 0.00
c) State Govt(s). - - - 0.00 - - - 0.00 0.00
d) Bodies Corp. -
e) Banks / F.I. - - - 0.00 - - - 0.00 0.00
f) Any other - - - 0.00 - - - 0.00 0.00
Sub Total (A) (1) 1865299 1865299 53.28 1865299 1865299 53.28 -
(2) Foreign
a) NRI Individuals - - - 0.00 - - - 0.00 0.00
b) Other Individuals - - - 0.00 - - - 0.00 0.00
c) Bodies Corp. - - - 0.00 - - - 0.00 0.00
d) Any other - - - 0.00 - - - 0.00 0.00
Sub Total (A) (2) - - - 0.00 - - - 0.00 0.00
TOTAL (A) 1865299 1865299 53.28 1865299 1865299 53.28 -
B. Public Shareholding
1. Institutions
a) Mutual Funds - 6300 6300 0.18 - 6300 6300 0.18 -

 

b) Banks / FI - - - 0.00 - - - 0.00 0.00
c) Central Govt
d) State Govt(s) - - - 0.00 - - - 0.00 0.00
e) Venture Capital - - - 0.00 - - - 0.00 0.00
Funds
f) Insurance - - - 0.00 - - - 0.00 0.00
Companies
g) FIIs - - - 0.00 - - - 0.00 0.00
h) Foreign Venture Capital Funds - - - 0.00 - - - 0.00 0.00
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) - 6300 6300 0.18 - 6300 6300 0.18 -
2. Non-Institutions
a) Bodies Corp. 131910 16800 148710 4.25 97025 16800 113825 3.25 -1.00
i) Indian
ii) Overseas - - - 0.00 - - - 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 442320 331545 773865 22.10 429301 302238 731539 20.9 -1.20
ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 501485 - 501485 14.32 594857 0 594857 16.99 +2.67
c) NBFC registered with RBI 700 - 700 0.02 -+ - - -0.02
d) Any Other
I)Clearing member 600 600 0.01 110 - 110 0.00 -0.00
ii)Non Resident Indians 11885 159400 171285 4.89 8885 149100 157985 4.52 -037
iii)Overseas Corporate Bodies 15700 - 15700 0.45 15700 - 15700 0.45 0.00
iv) Resident HUF

16756

- 16756 0.48

15085

- 15085 0.43 0.05
Sub-total (B)(2):-

1121356

507745 1629101 46.53

1160963

468138 1629101 0.00 0.00
Total Public (B)

1121356

514045 1635401 46.72

1160963

474438 1635401 0.00 0.00
C. Shares held by - - - 0.00 - - - 0.00 0.00
Custodian for GDRs &ADRs Grand Total (A+B+C)

2986655

514045 3500700 100

3026262

474438 3500700 100 0.00

Attachment ‘D

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Shareholding of Promoters

No. of Shares held at the beginning of the year [As on March 31, 2019]

No. of Shares held at the end of the year [As on March 31, 2020]
Shareholders Name

No. of Shares

% of the total shares of the compan y

% of Shares Pledged/ encumbe red to total shares

No. of Shares

% of the total shares of the compa ny

% of Shares Pledged /encumbe red to total shares

% change in shareh o lding during the year

1. Mr. Aditya Goyal 148175 4.23

-

148175 4.23 - -
2. Mrs. Saloni Goyal 516715 14.76

-

516715 14.76 - -
3. Mr. Sanjeev Goyal 860759 24.59

-

860759 24.59 - -
4. Sanjeev Goyal HUF 99900 2.85

-

99900 2.85

-

-
5. Ms. Sanya Goyal 239750 6.85

-

239750 6.85 - -

Attachment ‘E

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Note-I Details of Increase and Decrease in Promoters Shareholding

Particulars Date Reason Shareholding Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1. Mr. Aditya Goyal - - - - - -
2. Mrs. Saloni Goyal - - - - - -
3. Mr. Sanjeev Goyal - - - - - -
4. Ms. Sanya Goyal - - - - - -
5. Sanjeev Goyal HUF - - - - - -

Attachment ‘F

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

S.No. Particulars

Date

Reason

Shareholding

Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares
1. Raju Bhandari
At the beginning of the year

1st April 2019

150485 4.29 150485 4.29
Changes during the year

26th April 2019

Purchase

4000 154485 4.41

17th May 2019

Purchase

2060 156545 4.47

10th Jan 2020

Purchase

146 156691 4.47

24th Jan 2020

Purchase

2000 158691 4.53

28th Feb 2020

Sale

100 158591 4.53
At the end of the year

31st March 2020

158591 4.53 158591 4.53
2. Suresh Gadaley
At the beginning of the year

1st April 2019

142605 4.07 142605 4.07
Changes during the year

17th May 2019

Purchase

1000 143605

24th May 2019

Purchase

1000 144605

12th July 2019

Purchase

100 144705

20th Dec 2019

Purchase

25 144730

28th Feb 2020

Sale

50 144680

06th March 2020

Sale

20 144660

13th March 2020

Sale

5 144655
At the end of the year

31st March 2020

144655 4.13 144655 4.13
3. Sailesh Vikramsinh Thakker
At the beginning of the year

1st April 2019

137500

3.92

137500

3.92

Changes during the year

NIL

-

NIL

-

At the end of the year

31st March 2020

137500

3.92

137500

3.92

4. Dinesh Kumar Jain
At the beginning of the year

1st April 2019

18430

0.52

18430

0.52

Changes during the year

26th April 2019

Purchase

6295

24725

13th Sep 2019

Purchase

21162

45887

At the end of the year

31st March 2020

45887

1.31

45887

1.31

5. S. Chand & Co. Ltd.
At the beginning of the year

1st April 2019

42564 1.22 42564 1.22
Changes during the year

Nil

- NIL -
At the end of the year

31st March 2020

42564 1.22 42564 1.22
6. Sanjay Bhardwaj
At the beginning of the year

1st April 2019

0 - 0 -
Changes during the year 24th Jan 2020 Purchase

659

659

21st Feb 2020 Purchase

30341

31000

At the end of the year 31st March2020 3100 0.88 31000 0.88
7. Mahendra Girdharilal
At the beginning of the year

1st April 2019

100 100
Changes during the year

25th Oct 2019

Purchase

7780

7880

1st Nov 2019

Purchase

1000

8880

08th Nov 2019

Purchase

679

9559

15th Nov 2019

Purchase

215

9774

22nd Nov 2019

Purchase

20

9794

27th Dec 2019

Purchase

10

9804

17th Jan 2020

Purchase

13647

23451

24th Jan 2020

Purchase

5365

28816

07th Feb 2020

Purchase

321

29137

At the end of the year

31st March 2020

29137

0.83

29137

0.83

8. Alliance Holdings Limited
At the beginning of the year

1st April 2019

25000 0.71 25000 0.71
Changes during the year

Nil

-

Nil

At the end of the year

31st March 2020

25000 0.71 25000 0.71
9. Asgar Hussaini Bharwal
At the beginning of the year

1st April 2019

24900 0.64 24900 0.64
Changes during the year

Nil

-

Nil

-
At the end of the year

31st March2020

24900 0.64 24900 0.64
10. Balram Bharwani
At the beginning of the year

1st April 2019

25000

0.71 25000 0.71
Changes during the year

28th Feb 2020

Sale

1333

23667

06th March 2020

Sale

480

23187

At the end of the year

31st March 2020

23187 0.66 23187 0.66

Attachment ‘G

Shareholding Pattern (Equity Share Capital breakup as a percentage of total equity)

Shareholding of Directors and Key Managerial Personnel

Shareholders Name

Shareholding at the beginning of the Year

Cumulative Shareholding during the year
No. of shares % of total shares of the company

Date

Increase/Decrease in share- holding

Reasons

No. of shares % of total share s
1. Mrs. Saloni Goyal Non- Executive Director 516715 14.76 - - - - -
2. Mr. Sanjeev Goyal Chairman cum Managing DEirector 860759 24.59 - - - - -

Attachment ‘H" Indebtedness

Indebtedness of the Company including interest outstanding /accrued but not due for payment- NIL

Attachment ‘I

Remuneration of Directors and Key Managerial Personnel

Remuneration to Managing Director (MD), Whole-time Directors (WTD) and /or Manager- NIL

Attachment ‘J

Remuneration of Directors and Key Managerial Personnel

Remuneration to other Directors

S.No. Particulars of Remuneration

Total Amount

Mrs. Rupali Chawla Mrs. Manisha Goyal

(In Rs)

1. Independent Directors
Fee for attending board committee meetings 32,000 8,000 40,000
Commission
Others, please specify
Total (1) 32,000 8,000 40,000
Other Non-Executive Directors Mrs. Saloni Goyal
2. Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total Managerial Remuneration 32,000 8,000 40,000
(B)=(1+2)

 

Overall Ceiling as per the Act Sitting Fees have been paid within the maximum limit allowed under the provisions of the Companies Act, 2013

Attachment ‘K

Remuneration of Directors and Key Managerial Personnel

Remuneration to Key Managerial Personnel other than MD / Manager / WTD

S.No. Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount

Name Mr. Shubham Jain (up to 06.08.2019 Ms. Ayushi Vijay (w.e.f 18.09.2019) Mr. Jitender Bisht
Designation

(Company Secretary)

(Company Secretary)

(Chief Financial Officer)

1.Gross salary 1,52,103 2,28,584 7,47,419 11,28,106
(a) Salary as per provisions contained in section 17(1) ofthe Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others, specify
5. Others, please specify (Bonus)
Total 1,52,103 2,28,584 7,47,419 11,28,106

Attachment ‘L

Penalties / Punishment/ Compounding of Offences

Type Section of the Companies Act Brief Description Details of Penalty/Punishment/ Compounding fees imposed Authority [RD /NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN
DEFAULT
Penalty
Punishment
Compounding