Maharashtra Corporation Ltd Directors Report.

Dear Members,

MAHARASHTRA CORPORATION LIMITED

Your Directors have pleasure in presenting the 37thAnnual Report of the Company on the business and operations together with the audited results for the year ended 31st March, 2019.

1. FINANCIAL PERFORMANCE:

(Rs. In Lacs)
PARTICULARS YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
Revenue from operations 0 (4.38)
Other income 1.74 3.90
Gross Income 1.74 (0.48)
Total Expenses 10.99 197.50
Net Profit Before Tax (9.25) (197.98)
Provision for Tax - -
Net Profit After Tax (9.25) (197.98)

2. OPERATIONS:

During the year under review, the Company have generated total revenue of Rs. 1.74 Lakhs in comparison to the total loss of Rs. 0.48 Lakhs generated in previous year ended 31st March 2018. The Company incurred loss of Rs. 9.25 Lakhs during the year as compared to loss of Rs. 197.98 Lakhs for the last year ended 31st March 2018.Your Directors are trying hard to increase the revenue so that the loss can be recovered and profit margin can be increased. They are optimistic about favourable market conditions in the coming years which shall further result into good profits.

3. DIVIDEND:

The Directors do not recommend any dividend for the financial year i.e. from 1st April 2018 till 31st March 2019, under consideration.

4. SHARE CAPITAL:

The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2019 stands at Rs. 135,333,330/- divided into 135,333,330 Equity Shares of Re. 1/- each. During the year, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

5. TRANSFER TO RESERVE:

The Board does not propose to make transfer to reserves for the year 2018-19.

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. Tilokchand Kothari(DIN:00413627) 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 Personnels:

Pursuant to the provisions of Companies Act, 2013, following are the changes in the Board of Directors and Key Managerial Personnels of the company till the date of this report

Appointments:

Mr. Kuldeep Kumar and Ms. Madhubala Vaishnavappointed on the Board as an Additional Non-Executive Independent Director w.e.f12th March, 2019subject to approval of shareholders at the ensuing Annual General Meeting.

Mr. Sanjay Rajak appointed on the Board as an Additional Non-Executive Independent Director w.e.f 10th April, 2019

Resignations:

Ms.Jayanti Sharma and Mr. Rajendra Mehtawere resigned from the post of Independent Director w.e.f 12th March, 2019. The Board places on record its sincere appreciation for the valuable contribution made by them during their tenure as Director of the Company.

Ms. Neha Pandey and Mr. Sanjay Choubisa have also been resigned from the post of Independent Director and Executive Director respectively, w.e.f. 10th April, 2019.The Board places on record its sincere appreciation for the valuable contribution made by them during their tenure as Director of the Company.

The current composition of the Board of Directors of the Company are as follows:

Name of Director DIN Designation
Tilokchand Kothari 00413627 Executive Director
Kanwarlal Rathi 06441986 Whole Time 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 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 2019, Eight (8) Board Meetings were held by the Company on 30th May 2018, 10th August 2018, 2nd November 2018, 24th January, 2018, 13thFebruary 2019, 20th February, 2019, 12th March, 2019 and 30thMarch 2019.Details of the meetings and the attendance record of the Directors are mentioned in the Corporate Governance section which forms part of this 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:

Over the years, the Company has been involved intrading of fabrics. In addition to the same, the Company had decided to start tradingofcashew nuts. Though the operations carried out in this field are at very initialstage and the Company is yet to achieve a substantial growth in this direction.However, to sum upyour Directors would like to inform that there is no change in business but an expansion of business.

12. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".

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 B" 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, 2013as 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 (Firm Registration No.106156W), Chartered Accountants were in the 35th Annual General Meeting (AGM) appointed as the Statutory Auditors of the Company for a period of five years i.e. till the conclusion of 40thAGM to be held in the year 2022, subject to ratification of the Members in every AGM.

Pursuant to the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors was required to be placed for ratification at every Annual General Meeting. The said proviso has been omitted by MCA vide its notification dated 7th May, 2018 with immediate effect.

The Company has received a letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013 for Financial Year 2018-19.

The Statutory Auditors M/s. S.C. Mehra & Associates have issued their reports on Standalone Financial Statements for the year ended 31st March, 2019. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

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. Pooja Jain, Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended 31st March, 2019. The Secretarial Audit Report is attached herewith marked as "Annexure C" and forms an integral part of this report.

The Secretarial Auditor has made and mentioned the following observation in its report:

1. As per the list of disqualified Directors u/s 164(2) of the Companies Act, 2013 issued by Ministry of Corporate Affairs, name of Mr. Sanjay Choubisa, Director of the Company was mentioned. His name was appearing in the above-mentioned list due to non-filing of necessary Annual Returns with the office of Registrar of Companies by the defaulting Companies. However, he has tendered his resignation w.e.f. 10.04.2019.

With respect to above observation made by the Secretarial Auditor, Your Directors would like to clarify that disqualification of Mr. Sanjay Chaubisa as Director is due to non-filing of necessary Annual return by another Company M/s Shreeji Realcom Private Limited in which Mr. Sanjay Chaubisa also acts as a Director. As per discussion, The Director has already initiated the required procedure for removal of said disqualification and soon the name shall be removed from the list of disqualification.

However, he has tendered his resignation from Maharashtra Corporation Limited w.e.f. 10.04.2019.

c) Internal Auditor:

M/s. Sudhir M Desai & Co., Chartered Accountants, Mumbai (Registration No. 041999) was appointed as Internal Auditor of the Company for the FY 2018-2019 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 2019, 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-linkhttp://mcl.visagar.com/attachments/ VIGILMechanismMCL.pdf.The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism. ss

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 2018-19.

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 2018-19 FY 2017-18
(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 KanwarlalRathi Tilokchand Kothari
Date: 29th May, 2019 Whole-time Director Chairman & Director
(DIN: 06441986) (DIN: 00413627)