mahesh developers ltd share price Directors report


To the Members,

The Directors are pleased to submit the Annual Report of your Company along with the Audited Financial Statements for the Financial Year (FY) ended 31stMarch, 2023.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

31/03/2023 31/03/2022

Particulars

(Rs. In Lakhs except EPS) (Rs. In Lakhs except EPS)

Profit before tax

8.83 8.15

Current tax expense

2.30 1.79

Deferred tax expense

- -

Profit/Loss for the period from continuing operations

6.54 6.36

Profit/Loss from discontinuing operations

0 0

Profit/Loss transferred/adjusted to General Reserve

0 0

Basic earnings per equity share

0.16 0.15

Diluted earnings per equity share

0.16 0.15

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company has various ongoing projects in hand as mentioned below:

e) “Ramkrishna” at 10th Road, Khar West, Mumbai 400 052

Status: Construction completed uptill G+2 podiums + 12th habitable floor as on 20th August, 2022 (about 90% of the Work is completed)

f) “Chandrakiran” at 11th Road, Khar West, Mumbai 400 052

Status: Construction completed uptill G+12th habitable floor as on 20th August, 2022.

Upcoming projects:

1) “Sejal”, off Devidayal Road, Mulund West, Mumbai 400 080

2) In Negotiation with a Society for the construction of their Self Redevelopment Project at MAHIM

3) Signed MOU with Plot Owners for Joint Venture Project at Khar west.

3. DIVIDEND

No Dividend was declared for the current financial year due to losses.

4. TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to the General Reserves. However, Company has transferred entire Profit to the Reserve and Surplus.

5. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report.

7. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

Foreign Exchange Earnings

NA

Foreign Exchange outgo

NA

Energy Absorption

NA

A. the steps taken or impact on conservation of energy: NA

B. the steps taken by the Company for utilizing alternate source of energy: NA C. the Capital investment on energy conservation equipments: NA Technology Absorption: NA

A. the efforts made towards technology absorption: NA

B. the benefits derived like product improvement, cost reduction, product development or import substitution: NA

C. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

a) the details of technology imported: NA

b) the year of import: NA

c) whether the technology been fully absorbed: NA

d) the expenditure incurred on Research and Development: NA

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a Risk Management Policy however the elements of risk threatening the Companys existence are very minimal.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review form part of the Notes to Financial Statements provided in the Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013, during the year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co, Company Secretaries is annexed herewith as “Annexure - II”.

13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance of Independent Directors.

14. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure - I and attached to this Report.

15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS

During the year 5 Board Meetings, 4 Audit Committee Meetings, 2 Nomination & Remuneration Committee Meetings and 1 Stakeholders Relationship Committee Meetings were convened and held. The details of the same along with other Committee of Bothe ard are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company has complied with the requirements of Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the Composition of the Board.

None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

Necessary disclosures regarding composition of the Board, category, attendance of Directors at the Board Meetings and last Annual General Meeting, number of other Directorship and other Committee Memberships are given below:

Name of Directors

Category

No. of Board

No. of Directorshi

Attendanc e

No. of Committee positions held in other

Meeting s attende d

ps held in other Companies

at last AGM

Companies Chairman of Committee Memb er of Comm ittee

Mahesh Ratilal Sapariya

Managing Director

5

NIL

Yes

NIL NIL

*Pinkesh Hasmukhlal Upadhyay

Non- Executive Independent Director

5 NIL No NIL NIL

Jayram Sunderdas Mulchandani

Non- Executive Independent Director

5 NIL No NA NA

Nikunj Shah

Executive Director

5 NIL Yes NA NA

Ratilal Ambabhai Sapariya

Executive Director

5 NIL Yes NIL NIL

Jalpa Mahesh Sapariya

Non- Executive Director (Women Director)

5 NIL Yes NA NA

*Resigned w.e.f 10th August, 2023.

The Company had 5 Board meetings during the financial year under review.

Date of Board Meeting

Board Strength

Directors Present

30.05.2022

Mahesh Ratilal Sapariya

Mahesh Ratilal Sapariya

Pinkesh Hasmukhlal Upadhyay

Pinkesh Hasmukhlal Upadhyay

Jayram Sunderdas Mulchandani

Jayram Sunderdas Mulchandani

Nikunj S Shah

Nikunj S Shah

Ratilal Ambabhai Sapariya

Ratilal Ambabhai Sapariya

Jalpa Mahesh Sapariya

Jalpa Mahesh Sapariya

08.06.2022

Mahesh Ratilal Sapariya

Mahesh Ratilal Sapariya

Pinkesh Hasmukhlal Upadhyay

Pinkesh Hasmukhlal Upadhyay

Jayram Sunderdas Mulchandani

Jayram Sunderdas Mulchandani

Nikunj S Shah

Nikunj S Shah

Ratilal Ambabhai Sapariya

Ratilal Ambabhai Sapariya

Jalpa Mahesh Sapariya

Jalpa Mahesh Sapariya

10.08.2022

Mahesh Ratilal Sapariya

Mahesh Ratilal Sapariya

Pinkesh Hasmukhlal Upadhyay

Pinkesh Hasmukhlal Upadhyay

Jayram Sunderdas Mulchandani

Jayram Sunderdas Mulchandani

Nikunj S Shah

Nikunj S Shah

Ratilal Ambabhai Sapariya

Ratilal Ambabhai Sapariya

Jalpa Mahesh Sapariya

Jalpa Mahesh Sapariya

14.11.2022

Mahesh Ratilal Sapariya

Mahesh Ratilal Sapariya

Pinkesh Hasmukhlal Upadhyay

Pinkesh Hasmukhlal Upadhyay

Jayram Sunderdas Mulchandani

Jayram Sunderdas Mulchandani

Nikunj S Shah

Nikunj S Shah

Ratilal Ambabhai Sapariya

Ratilal Ambabhai Sapariya

Jalpa Mahesh Sapariya

Jalpa Mahesh Sapariya

10.02.2023

Mahesh Ratilal Sapariya

Mahesh Ratilal Sapariya

Pinkesh Hasmukhlal Upadhyay

Pinkesh Hasmukhlal Upadhyay

Jayram Sunderdas Mulchandani

Jayram Sunderdas Mulchandani

Nikunj S Shah

Nikunj S Shah

Ratilal Ambabhai Sapariya

Ratilal Ambabhai Sapariya

Jalpa Mahesh Sapariya

Jalpa Mahesh Sapariya

NUMBER OF AUDIT COMMITTEE MEETINGS

Sr. No.

Date

Committee Strength No. of Committee Members Present

1.

30.05.2022

3 3

2.

10.08.2022

3 3

3.

14.11.2022

3 3

4.

10.02.2023

3 3

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name of Director

No. of Committee Meetings Held No. of Committee Meetings Attended

Mr. Jayram Mulchandani Chairman (Non-Executive & Independent Director)

4 4

Mr. Pinkesh Upadhyay Member (Non-Executive & Independent Director)

4 4

Mr. Mahesh Ratilal Sapariya - Member (Managing Director)

4 4

The Audit Committee meetings were attended by the other Directors & Chief Financial Officer. The representatives of the Statutory Auditors were also invited to the meeting.

The detail of other committee meetings is as follows

NOMINATION AND REMUNERATION COMMITTEE

During the financial year there were one meeting held on 08.06.2022 & 10.02.2023 details of attendance of the members at the meetings are given below:

Name

No. of Committee Meetings Held No. of Committee Meetings Attended

Mr. Jayram Mulchandani Chairman (Non-Executive & Independent Director)

2 2

Mr. Pinkesh Upadhyay Member (Non-Executive & Independent Director)

2 2

Mrs. Jalpa Mahesh Sapariya Member (Non-Executive Women Director)

2 2

Salient Features of Nomination and Remuneration policy:

The objective of the policy is to ensure that

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Further, Nomination and Remuneration Policy of the Company is available on the website of the Company at https://www.maheshdevelopers.com/investor-corner

SHAREHOLDER RELATIONSHIP COMMITTEE

During the financial year there was one meeting held 10.02.2023. Details of attendance of the members at the meetings are given below:

Name

No. of Committee Meetings Held No. of Committee Meetings Attended

Mrs. Jalpa Mahesh Sapariya Chairperson (Non- Executive Women Director)

1 1

Mr. Pinkesh Upadhyay Member (Non-Executive & Independent Director)

1 1

Mr. Jayram Mulchandani Member (Non-Executive & Independent Director)

1 1

16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist of 3 (Three) Independent Directors, which are as follows:

1.

Mr. Jayram Mulchandani

- Chairman (Non-Executive & Independent Director)

2.

Mr. Pinkesh Upadhyay

- Member (Non-Executive & Independent Director)

3.

Mr. Mahesh Sapariya

- Member (Managing Director)

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a. in the preparation of the annual accounts for the year ended on 31st March 2023, 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 31st March, 2023 and of the Profit 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. f. internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively. g. the directors have complied with the provisions of applicable Secretarial standards.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

19. DIRECTORS & KEY MANAGERIAL PERSONAL

Following were the changes that took please in the constitution of the Board of Directors of the Company during the year under review:place

Sr. No.

Name Type of Change

Designation

Date

1.

CS Shilpi Bain Appointment

Company Secretary & Compliance Officer

08.06.2022

20. DISQUALIFICATIONS OF DIRECTORS, IF ANY:

None of the Directors on the Board of the Company are disqualified pursuant to the provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.

21. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.

23. STATUTORY AUDITORS

M/S. BHAIRAVI GALA & ASSOCIATES, Chartered Accountants, are appointed as the statutory auditors of the Company in the Annual General Meeting held on 21st September, 2019 for a period of for a period of 5 years till the Conclusion of the Annual General Meeting to be held in the year 2024.

The Company has received a certificate from the above Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013

24. SHARES

1. SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

2. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

3. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review.

4. BONUS SHARES

No Bonus Shares were issued during the year under review.

5. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees.

6. DEMATERIALISATION

The shares of the Company were in physical form and CDSL and NSDL has admitted for depository services. The ISIN is: INE01MO01013.

25. 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 Report and Financial Statements 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

26. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

27. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the financial year ended 31st March, 2023:

No. of complaints received: NIL No. of complaints disposed off: NA

29. STATE OF COMPANYS AFFAIRS

There were no changes in the Companys business operations during the year under review.

30. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

31. CORPORATE GOVERNANCE

The Companys Paid up Capital and Networth do not exceed the prescribed limits as on the Financial year 2021-2022 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulation, 2015 is not applicable on the Company.

32. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report which forms a part of this report.

33. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Directors appointed during the year under review. Further, in the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise and experience as required by the Company.

34. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

35. DETAILS OF ONE TIME SETTLEMENT

The provision of details and disclosure of One Time settlement is not applicable to the Company, therefore disclosure of the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is also not applicable.

36. COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable to the Company.

37. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

Sd/-

MAHESH SAPARIYA

JALPA SAPARIYA

Managing Director

Director

DIN: 00414104

DIN: 07918214

Date: 22.06.2023

Place: Mumbai