Mahavir Industries Ltd Directors Report.

To,

The Members,

Mahavir Industries Limited

Your Directors have pleasure in presenting their 2018-19 Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. FINANCIAL RESULTS:

(Amount in Rupees)

Particulars (Standalone)

Standalone

2018-19 2017-18
Total Income (1,10,05,462) (2,10,04,401)
Total Expenditure 2,51,671 25,01,618
Profit before Tax (1,12,57,133) (2,35,06,019)
Provision for Tax (previous years & deferred) - -
Profit after Tax (1,12,05,133) (2,35,06,019)
Add: Balance of Profit brought forward
Profit available for appropriation :
Transfer to Reserves (1,12,05,133) (2,35,06,019)
Surplus carried to the Balance Sheet
Earning per Equity Share (Face Value: Rs. 10/-)
Basic (0.56) (1.18)
Diluted (0.56) (1.18)

2. DIVIDEND:

There was no business during the year and thus no profits because of which the Board could not declare any interim nor final dividend during the financial year ended 31st March 2019.

3. RESERVES:

The appropriations for the year are:

Particulars Standalone (Rupees)
Net Profit/Loss for the year (1,12,05,133)
Balance of Reserve at the beginning of the year (9,20,83,934)
Transfer to General Reserve -
Balance of Reserve at the end of the year (9,99,35,517)

4. INFORMATION ON THE STATE OF COMPANYS AFFAIR: The Company has turnover of Rs. 7,50,000/- during the current year. The major loss in the current year to the short term loss on the shares of Rs. 1,21,77,001 (one crore twenty one lakhs seventy seven thousand and one) and remaining amount of expenses leading to loss of Rs. 1,12,05,133/- one Crores twelve lakhs five thousand and one hundred and thirty three only) in the current year compared to loss of Rs. 2,35,06,019/- (Two crore thirty five lakhs six thousand and nineteen only) during previous year 2017-18.

The slowing down of the economy has severely impacted the sales during the current year. Further, the increase in the cost of power, fuel and the consumables had adversely impacted the business and the Company started its business at slow pace. The Company is trying its best to improve and maintain its existence in the competitive market and finding best available opportunity.

5. CASH FLOW STATEMENT: In conformity with the provisions of the Companies Act, 2013 and Regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2019 is annexed hereto.

6. CHANGES IN THE NATURE OF BUSINESS, IF ANY: There were no Changes as such in the Company for the year under review.

7. DIRECTORS RESPONSIBILITY STATEMENT: As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state 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; and

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.

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.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES: During the year the company didnt enter into any joint venture with any company nor it has any subsidiary or associated company. Thus a separate performance and financial position need not be submitted in separate form (AOC-1)

9. LISTING: As on date all the 2,00,00,000 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2018-19.

10. DEPOSITORY: Equity shares of the Company are traded in Demat form as well as in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

11. PUBLIC DEPOSITS / LOANS & ADVANCES, OR INVESTMENTS: Your Company has not accepted any deposits from the public during the year under review. Your company even didnt have repayment of deposits or any interest payment to be made for any of the previous years. The particulars of loans/advances, investments under Section 186 of the Companies Act, 2013 and pursuant to regulations of the SEBI (LODR), 2015 in the notes forming part of the Financial Statements.

12. SHARE CAPITAL: Your Company had neither increased its authorised share capital nor had raised any capital from public during the year ending 31st March 2019.

13. ESTABLISHMENT OF VIGIL MECHANISM: Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. As part of the Vigil Mechanism a dedicated telephone line and email address are provided. The Whistle Blower Policy is made available on the website of the Company. There was such complaint received by the Company.

14. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the companys policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy& completeness of accounting records and timely preparation of reliable financial information.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required by Clause 34 of the Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I).

16. CORPORATE GOVERNANCE CERTIFICATE: The Company has put in place the compliances pertaining to Corporate Governance. A report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the stock exchange forms part of the Annual Report.

Your Company has complied with the requirements of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and necessary disclosures have been made in this regard in the Corporate Governance Report.

Certificate from the Auditors of the Company, M/s KAVA & Associates, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During the year under review, the meeting of the board of Directors was conducted 6 times on 30thMay 2018, 14th August 2018, 4th September 2018, 14th November 2018, 21st January 2019 and on 14thFebruary 2019. Your company had followed all regulations and provisions of Companies Act 2013 and rules laid for the meetings and followed all the secretarial standards while conducting the meetings.

18. DIRECTORS: The members of the Company approved the appointment of Mr. Jitesh Jain in the AGM held on 28/09/2018. The Board approved the appointment of Mr. Sachin Mane as Director of the Company and Mr. Sumit Kumar as the Independent Director of the Company and their appointment is proposed for members approval in the upcoming AGM. The Board approved the resignation of Mr. Vijay Mishra and Mr. Naveen Gupta during the FY 2018-19. Mr. Deepak Bansal retires by rotation and being eligible offers himself for re-appointment during the F.Y. 2018-19 in the AGM held on 28/09/2018.

A. Changes in Directors and Key Managerial Personnel: The members of the Company approved the appointment of Mr. Jitesh Jain in the AGM held on 28/09/2018. There is appointment of Mr. Sachin Mane and Mr. Sumit Kumar is proposed for members approval in the upcoming AGM.

B. Declaration by an Independent Director(s) and re- appointment, if any: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

C. Annual Evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the committees and peer evaluation. The summary of the evaluation reports were presented to the respective Committees and the Board for their consideration.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

19. MANAGERIAL REMUNERATION: Your Company has not paid any remuneration to the Executive Director or Non - Executive Directors of the Company.

20. PARTICULARS OF LOANS, OR INVESTMENTS UNDER SECTION 186: During the year, the Company made minor change in the financial year 2018-19. The loan given earlier was received back. The amount of loan, guarantee and investment made is within the limits prescribed u/s 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: Your Company had not entered in any contract or arrangement with related parties referred in sub-section (1) of section 188 of the Companies Act, 2013.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &OUTGO: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption:

a) the efforts made towards technology absorption;

b) the benefits derived like product improvement, cost reduction, product development or import substitution;

c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place & the reasons thereof;

d) The expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo: There was no outflow and inflow of the foreign exchange current or technology.

23. COMMITTEES OF THE BOARD: During the year, there were minor changes in the committees of the Company. The Company have Audit Committee, Independent Director Committee, Nomination, Remuneration Committee and Investor and Stakeholder Committee in accordance with the Companies Act, 2013.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

24. AUDIT COMMITTEE: The Company has formulated Audit Committee in terms of Sec 177 of the Companies Act, 2013. The more details of Audit Committee meetings and the dates of meeting and directors who attended the meeting are mentioned in the Corporate Governance Report of this report.

25. NOMINATION AND REMUNERATION COMMITTEE: The nomination and remuneration committee has adopted policy under Section 178 (3) of the Companies Act, 2013. The policy was formulated and the same is available on the website in the below mentioned link. (Link: http://miltd.co.in/PDF/Code-of-Conduct.pdf )

26. STATUTORY AUDITORS: M/s. Devesh Mishra & Co., Chartered Accountants (Firm Registration No. 015724C), Mumbai, Chartered Accountants, were the statutory auditors of the Company for the FY 2017-18 who were appointed to hold office upto 3 years from the conclusion of Annual General Meeting (AGM) held on 30/09/2016 till the conclusion of Annual General Meeting in 2019. The firm has merged into M/s. KAVA & Associates during the year 2018-19.

27. AUDITORS OBSERVATION &REPORT: Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

28. SECRETARIAL AUDIT REPORT: A Secretarial Audit Report given by Nilesh Pradhan & Co, Practising company secretary has been annexed with the report. Your company had not appointed CFO as there was not much business during the year. Your Company is in process of filing the forms and will file at earliest. Your Company got delayed to submit, the certificate signed by RTA and Compliance officer as required under Regulation 7(3) of SEBI (LODR) Regulations, 2015 for the half year ended 30th September, 2018, due to technical issues on the website. Your company gave two days prior notice of meeting and the Annual Report filing late due to technical issues. The Companys website is constructed and was live but it is facing some issues and company will resolve it soon.

29. EXTRACT OF THE ANNUAL RETURN: The extract of the annual return has been annexed with the report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of section 135 and Schedule VII of the Companies Act, 2013 in respect to CSR is not applicable on your Company.

31. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL: No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

32. EXTRACT OF ANNUAL RETURN: Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 is attached as a part of this Annual Report. It is also available on the companys website, www.miltd.co.in.

33. COST COMPLIANCE REPORT & COST ACCOUNTS: In order to comply with the notifications and circulars issued by Ministry of Corporate Affairs (MCA), the Company was not required to file the Cost Compliance Report for the year 2017-18 and also maintaining cost accounts for the year is not applicable.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: There were no Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: In order to prevent sexual harassment of women at work place under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year under review the Company has neither received any complaint of harassment nor any complaints pending there under.

36. ACKNOWLEDGEMENTS: The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

For and on behalf of the Board of Directors Mahavir Industries Limited

Nirmala Bansal Deepak Bansal
(Managing Director) (Director)
DIN:06965900 DIN: 03578201
Place: Mumbai
Date: 04/09/2019