Your Directors have pleasure in presenting the 38th Annual Report of the
Company together with the Audited Statement of Accounts for the year ended 31st
March, 2022.
FINANCIAL STATEMENTS & RESULTS:
Financial Results
|
|
(Rs. 000) |
| Particular |
For the financial year ended 31st March, 2022 |
For the financial year ended 31st March, 2021 |
| Income |
2705.75 |
10,073.72 |
| Profit/loss before tax |
(4105.58) |
(31,190.76) |
| Less :- Provision for Income Tax |
(109.14) |
- |
| Profit After Tax |
(3996.45) |
(31,190.76) |
DIVIDEND:
During the Year under review no dividend has been declared by the Board of Directors of
the Company.
TRANSFER TO RESERVES:
During the year under review Board of Directors has not recommended transfer of any
amount of profit to reserves.
MANAGEMENT DISCUSSION ANDANALYSIS:
The business activities of the Company and all the financial matters has been mentioned
and discussed in the Directors Report. There are no other financial matter that requires
to be discussed.
DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details of deposits which are not in compliance with the
Chapter V of the Act is not applicable.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31st March, 2022, the
Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the
Directors 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 as at 31st March,
2022 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
CORPORATE GOVERNANCE
We have to state that pursuant to Regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Regulation 27(2) is not applicable to the
Company, since the paid up share capital of the Company is Rs 40 lacs (Less than Rs 10
crores). The Net Worth of the Company is Rs 1.33 Crores (Less than 25 crores) as on 31st
March, 2021. Hence Regulation 27(2) is not applicable to the Company, even though Company
has taken a requisite steps to comply with the Corporate governance.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of Energy and Technology Absorption
Since the Company does not own any manufacturing facility, the particulars relating to
conservation of energy and technology absorption stipulated in the Companies (Accounts)
Rules, 2014 are not applicable.
(B) Research and Development
The Company at present has no Research and Development Facilities.
(C) Foreign Exchange Earnings and Outgo:
1. Foreign Exchange Earnings - Rs. Nil
2. Foreign Exchange Outgo - Rs. Nil
PARICULARS OF EMPLOYEES AND RELATED DISCLOSURE
None of the employees of the company were in receipt of remuneration exceeding the
limits prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has received declarations from Independent Directors of the Company
confirming that they meet with the criteria of the independence as prescribed both under
section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Companies Act, 2013, none of the Independent
Directors are liable to retire by rotation.
Shri Rajesh Malpani, Executive Director passed away on 9th August, 2022,
there for his candidature for director liable to retire by rotation has been withdrawn.
Shri Jugalkishore Bihani, Non-Executive Directors passed away on 12th May,
2022.
KEY MANAGRIAL PERSONNEL
Shri Rajesh Malpani, Executive Director and CFO and Shri Atul Agrahari, Company
Secretary were appointed as Key Managerial Personnel in accordance with the provisions of
Section 203 of the Companies Act, 2013.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
BOARD MEETINGS:
The Board of Directors met 6 times during the financial year ended 31st
March, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made
there under. The details thereof are given in the Corporate Governance Report
AUDITORS AND REPORTS
The Statutory Auditors M/s G.M. Kapadia & Co., Chartered Accountants having
Registration No 104767W, was appointed in 33rd Annual General Meeting to hold
office from the conclusion of 33rd Annual General Meeting for a term of
consecutive five years till conclusion of 38th Annual General Meeting. Their
present term of appointment as Statutory Auditors will be completing on ensuing 38th
Annual General Meeting of the members of the company. M/s G.M. Kapadia & Co being
eligible has expressed their willingness to serve as Statutory Auditors of the company.
Their re-appointment as Statutory Auditors, if approved, by the members of the Company,
will take effect from the conclusion of this Annual General Meeting upto the conclusion of
43rd Annual General Meeting.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment and that they have not been disqualified in any manner
from continuing as Statutory Auditors.
AUDITORS REPORT
Note on financial statement referred to in the Auditors Report are self-explanatory
and do not call for any further comments. The Auditors Report does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2021:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board has
appointed M/s V. Laxman& Co., Company Secretaries (C.P No. 744), to conduct
Secretarial Audit for the financial year 2021-22. Secretarial Audit Report issued by M/s
V. Laxman & Co., Company Secretaries in Form MR-3 for the financial year 2021-22 forms
part to this report Annexure I.
BOARD PERFORNACE EVLAUATION
(i) The Company has devised criteria for performance evaluation of Independent
Directors, Board/Committees, and other individual Directors which includes criteria for
performance evaluation of Non Executive Directors. Performance evaluation has been carried
out as per the Nomination & Remuneration Policy.
At the meeting of the Board all the relevant factors that are material for evaluating
the performance of individual Directors, the Board/ Committees were discussed in detail.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, qualifications, knowledge, skills and experience in the
respective fields, honesty, integrity, ethical behavior and leadership, Independence of
judgment, safeguarding the interest of the Company, attending the meetings regularly,
understanding the business, regulatory, competitive and social environment, understanding
strategic issues and challenges, bringing outside information and perspective to Board for
deliberations, ability to identify the cost benefits and implications of Board decisions
etc.
The performance evaluation of the Independent Directors was also carried by the entire
Board. The Directors expressed their satisfaction with the evaluation process.
(ii) The Board has framed a Nomination & Remuneration policy and Policy on fixation
of criteria for selection & appointment of Directors & Senior Management Personnel
and shall be available on the Companys website on http://www.mahashreetrading.co.in
AUDIT COMMITTEE
The details pertaining to composition of the Audit Committee and terms of reference are
included in the Corporate Governance Report, which forms the part of this Report.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
the Act and Rules framed thereunder.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments occurring after 31st March,
2022, which may affect the financial position of the Company or may require disclosure
INTERNAL FINANCIAL CONTROL
The company has in place Internal Financial Control system, commensurate with size
& complexity of its operations to ensure proper recording of financial and operational
information & compliance of various internal controls & other regulatory &
statutory compliances
PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year under review, the Company has not entered into any contract or
arrangement with related parties pursuant to Section 188 of the Act 2013. Hence, enclosing
of AOC-2 is not required.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has not given any loans, directly or indirectly or guarantee or provided
any securities or made any investments covered under section 186 of the Companies Act,
2013.
VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
A "Vigil Mechanism Policy" for Directors and employees of the Company is
constituted, to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on rising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc
CORPORATE SOCIAL RESPONSIBILITY:
For the Financial year 2021-22 provisions of Section 135 of the Companies Act, 2013,
not applicable.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an
Internal Complaints Committee has been constituted for reporting and conducting inquiry
into the complaints made by the victim on the harassments at the work place. During the
year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return is uploaded on the website
of the Company.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under ESOS.
ACKNOWLEDGEM ENT
The Board of Directors wishes to express its gratitude and record its sincere
appreciation for the commitment and dedicated efforts put in by all the employees. Your
Directors take this opportunity to express their grateful appreciation for the
encouragement, co-operation and support received by the Company from the local
authorities, bankers, customers, suppliers and business associates. The directors are
thankful to the esteemed shareholders for their continued support and the confidence
reposed in the Company and its management.
For and on behalf of the Board of Directors.
Ruchika Malpani
Director
Place: Mumbai
Date: 06/09/2022.
+91-9892691696
