Mehai Technology Ltd Directors Report.

To,

The Members,

Your Directors have presented their 6th Annual Report on the business and operations of your Company along with Audited Financial Statements for the Financial Year ended 31st March, 2019.

1. FINANCIAL RESULTS

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

(Amount in Lakh)
Particulars 2018-19 2017-18
Revenue from Operations 2081.93 535.98
Other Income 33.80 32.86
Profit before Depreciation and Taxation 50.90 29.76
Depreciation 15.65 12.59
Provision for Taxation :
(i) Current Income Tax 6.52 3.45
(ii)Deferred Tax 6.59 3.47
Profit after Income Tax 22.13 10.25

2. FINANCIAL REVIEW:

The Company has reported total income of Rs.2081.93 Lakh for the current year as compared to Rs.535.98 Lakh in the previous year. The Net Profit for the year under review amounted to Rs.22.13 Lakh in the current year as compared to Rs.10.25 Lakh in the previous year. The company is striving hard to continuously improve its business operations.

3. DIVIDEND AND RESERVES:

Your Directors recommend the payment of dividend of Rs. 0.05 per equity share of face value of Rs. 10/- for the year ended 31st March, 2019. Further company has not transferred any amount to the reserves in the current year.

4. CHANGE IN THE NATURE OF BUSINESS:

Your Company is relying on the main business of the Company for stable growth. Hence there was no change of business during the year.

5. AMENDMENT IN CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF COMPANY:

During the year under review, the Company increased its Authorized Share Capital from Rs. 60,000,000/-(Rupees Six Crores Only) divided into 60,00,000(Sixty Lakh)equity shares of Rs.10/- (Rupees Ten Only)each to Rs.11,00,00,000/-(Rupees Eleven Crores Only) divided into 1,10,00,000(One Crore Ten Lakh Only) equity shares , hence the Capital clause has been altered.

6. CHANGES IN SHARE CAPITAL OF THE COMPANY:

Authorized Share Capital

• The authorized share capital of the Company is increased in the 5th Annual General Meeting of the Company held on 9th September, 2018 by passing Ordinary Resolution of Members from Rs. 6,00,00,000/- (Rupees Six Crore only) divided into 60,00,000/- (Sixty Lakh) equity shares of Rs.10/- ( Rupees Ten only) each to Rs.11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000/- ( One crore Ten lakh) equity shares of Rs. 10/- (Rupees Ten only).

Issued, Paid-up Share Capital and Subscribed Share Capital

• Bonus Issue:

On 20th September, 2018, Company has allotted 53,55,000 (Fifty Three Lakh Fifty Five thousand only) equity shares of Rs. 10/- (Rupees Ten only) fully paid up in the ratio of 1 Equity share for Every 1 Equity Share each by capitalizing Securities Premium Account. Approval for the same was taken by the shareholders in previous AGM.

• Issued, Paid-up Share Capital

The issued and paid up share capital of the Company is 10,71,00,000 /- (Rupees Ten Crore Seventy One Lakh only) divided into 1,07,10,000 (One Crore Seven Lakh Ten Thousand) Equity Shares of Rs. 10 /- (Rupees Ten only).

7. APPOINTMENT OF MARKET MAKER:

During the year under review, your Company has appointed Beeline Broking Limited as the new market maker in place of Guinness Securities Limited.

8. CHANGES IN REGISTERED OFFICE OF THE COMPANY:

The Company has shifted its registered office to 24, Venkata Maistry Street, 2nd Floor, Mannady, Chennai, Tamil Nadu- 600001 w.e.f 2nd April, 2019.

9. CORPORATE OFFICE OF THE COMPANY:

During the year under review, the Company has changed its corporate office from "Harmony Icon" Office No. 411, Situated at Fourth Floor, Thaltej, Ahmedabad to F-802 Titanium City Centre, Near IOC Petrol Pump, 100 FT Road, Satellite, Ahmedabd 380015 with effect from 1st January, 2019.

During the year under review, to carry commercial operation in the state of Rajasthan, the Company decided to maintain a corporate office at B-40, Sudarshanpura, Industrial Area (Extension), Jaipur - 302006 with effect from 25th April, 2019.

10. AMENDMENT IN SITUATION CLAUSE OF MEMORANDUM OF ASSOCIATION OF COMPANY BY SHIFTING OF REGISTERED OFFICE:

The Company has passed special resolution through postal ballot on 20th June, 2019 for Shifting of Registered office of the Company from State of Tamil Nadu to the State of Rajasthan subject to other necessary approvals by relevant authorities, if approved the situation clause of Memorandum of Association will be altered accordingly.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION:

Sr. No Name Designation
1. Mr. Sudhir Ostwal Managing Director
2. Mr. Rajendiran Kayalvizhi Chief Financial Officer (CFO)
3. Mrs. Shalini Sushil Jain Executive Director
4. Mr. Gaurav Kimtani* Non-Executive Director
5. Mr. Devarshi Shah** Non-Executive Director
5. Mr. Vinaykumar Jain Company Secretary

*Mr. Gaurav Kimtani Non- Executive Independent Director of the Company resigned from the Board due to personal reasons with effect from 20th August, 2019.

** Mr. Devarshi Shah was appointed as Additional Non-Executive Independent Director on the Board with effect from 20th August, 2019 subject to approval by members at the ensuing Annual General Meeting of the Company.

Appointments and Re-appointment:

In accordance of the provision of section 152 of the Companies Act, 2013, and Articles of Association of the Company, Mr. Sudhir Ostwal (DIN: 06745493) Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief profile of the Director being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the notice for the AGM of the Company.

During the year under review, there were no other appointments of the Directors in the Company. Resignations:

During the year under review, there were no resignations from the post of Director of the Company.

12. NUMBER OF BOARD MEETINGS:

During the year under review, the Board of Directors duly met 8 (Eight) times.

Details of Board meetings for the year under review are tabulated hereunder:

Sr. No. Date of Board Meetings Sudhir Ostwal* (Chairman and Managing Director) Shalini Jain ** (Non Executive Director) Shahul Pasith Ibrahim Hameed *** (Non-Executive and Independent Director) Gaurav Kimtani **** (Non-Executive and Independent Director)
1. 23/04/2018
2. 25/05/2018
3. 21/06/2018
4. 13/08/2018
5. 20/09/2018
6. 14/11/2018
7. 28/12/2018
8. 03/01/2019
TOTAL 8/8 8/8 8/8 8/8

13. DEPOSITS:

During the year under review, your Company has not invited nor accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 hence the requirement for furnishing of details of deposits which are not in Compliance with the Chapter V of the Companies Act, 2013 is not applicable.

14. MATERIAL CHANGES AND COMMITMENTS 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

Your Company has allotted 53,55,000 Bonus Equity shares of Rs. 10/- each to the shareholders on 20th September, 2018 thereby increasing the authorized share capital of the company to 11,00,00,000 i.e. it is likely to increase beyond ten crore rupees as stated in Reg.106 (U)(1), and hence as mentioned in the regulation 106(U)(1) the Company can voluntarily migrate to Main Board of Stock Exchange.

Also, the Companys Operation and business activities have been increasing at a rapid pace and for strong brand building; the Board of Directors has accordingly decided to migrate from BSE SME Exchange to BSE Main Board. The Listing on the Main Board is likely to have wider participation from investors at large and trading in the Equity Shares of the Company on the required to migrate from BSE SME Exchange to BSE Main Board will go on the long way in enhancing the image and goodwill of the Company. The benefits of listing on the Main Board in the form of market Capitalization, enhanced liquidity, larger participation, visibility etc., will accrue to the Shareholders of the Company.

The Migration Policy from SME Platform to Main Board requires approval of members by way of Special Resolution. The Shareholders approval for the said purpose was sought through postal Ballot procedure conducted by the Company. The Postal Ballot procedure was concluded on 20th June, 2019 whereby the votes cast in favour of the said resolution were two times the votes cast against the resolution. The Company will make application for migration to Main Board of Bombay Stock Exchange as and when it becomes eligible.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2019.

17. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

18. EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format is appended to this Report as Annexure I.

19. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented separately as Annexure- II forming part of the Annual Report attached herewith.

21. SECRETARIAL STANDARDS:

During the year under review, The Company has complied with all applicable Secretarial Standards.

22. CORPORATE GOVERNANCE REPORT:

The provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company as it is listed on the Small and Medium Enterprise platform.

23. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE062Y01012. As on 31st March, 2019 total paid up Capital i.e 10,710,000 equity shares of the Company is in dematerialized form.

24. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 28th March, 2019 inter alia, to discuss:

• Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

• Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

• Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

a. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declaration from all Independent Directors of the Company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

b. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31st March, 2019.

c. FORMAL ANNUAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director.

d. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments.

25. AUDITORS

Statutory Auditors and their Report:

M/s. Loonia & Associates Chartered Accountant was appointed as the Statutory Auditors of the Company on 29th March, 2017 to fill the casual vacancy in place of Piyush Ostwal & Associates. Further appointment of M/s. Loonia & Associates, chartered Accountants, Ahmedabad (FRN:130883W) was approved by the shareholders in the 4th Annual General Meeting to hold the office from the conclusion of 4th Annual General Meeting till 8th Annual General Meeting of the Company.

There are no qualifications in the reports of the Statutory Auditors and Secretarial Auditor. The Report issued by the Auditors of the Company and Notes to Accounts are self-explanatory.

Internal Auditor:

During the year under review, the Internal Auditors of the Company M/s. Piyush Ostwal & Associates, Chartered Accountants, Chennai resigned w.e.f 21st June, 2018

Secretarial Auditor and their Report:

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors of your Company has appointed Ms. Pooja Gwalani, Practicing Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2018-19 in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report for the financial year 2018-19 issued by Ms. Pooja Gwalani, Practicing Company Secretary is enclosed as Annexure III to this report.

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Secretarial Auditor are as follows:

According to the information and explanations given to us and the records of the Company examined by us, the Internal Auditors of the Company, M/s. Piyush Ostwal and Associates, Chartered Accountants, Chennai has resigned from the post w.e.f. 21st June, 2018 and the Company has not appointed Internal Auditor in order to fill casual vacancy since then.

Boards Reply: The Company is in process of appointment of internal auditor.

26. RELATED PARTY TRANSACTIONS:

During the year, there were no related party transactions. Therefore requisite details in form AOC - 2, is not required to be provided herewith. Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. Details of the same are given in the website of the Company i.e. www.mehaitech.com.

27. INTERNAL FINANCIAL CONTROLS:

Your Company has implemented adequate procedures and internal Controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

28. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism of the Company which also incorporate a whistle blower policy deals with instances of fraud and mismanagement, if any for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website of the Company at www.mehaitech.com.

29. REMUNERATION POLICY:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior management employees. The details of the same are given on the website of the Company i.e. www.mehaitech.com.

30. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to follow gender neutral approach in handling complaints of sexual harassment. All women who are associated with the Company-either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. Details of the same are given in the website of the Company i.e. www.mehaitech.com.

31. DIRECTORS RESPONSIBILITY STATEMENT:

It is hereby stated that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The Directors have 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 of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) 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

(vi) 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.

32. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - IV

The Company has passed special resolution through postal ballot on 20th June, 2019 for revision in the remuneration of Mr. Sudhir Ostwal , Managing Director of the Company upto Rs.20 Lacs p.a for the remaining term of office exceeding the limits specified under section 197 of the Companies Act.

33. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), your Company has adopted a Code of Conduct for trading in listed or proposed to be listed securities of your Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any unpublished price sensitive information and to provide for periodic disclosures regarding trading in securities by its Directors, designated employees and other employees. The Company has also adopted revised The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, w.e.f 1st April, 2019.

34. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the Company i.e.www.mehaitech.com.

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

Risk Management is the identification and identification and assessment of risk. The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Risk management also attempts to identify and manage threats that could severely impact or bring down the organization. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

37. COMMITTEES OF THE BOARD:

During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated in detail:

AUDIT COMMITTEE:

As per Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, The Company has complied with the composition of Audit Committee. The Committee comprises of non executive Independent Director and Managing Director as its Member. The Chairman of the committee is Independent Director.

The Audit Committee assists the Board in the Dissemination of the financial information and in overseeing the financial and accounting process in the Company.

During the financial year 2018-19, 3 meetings of Audit Committee were held. The recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The composition of the Committee and the details of Meetings attended by the Members during the year are given below:

Sr. No. Name of the Director Designation Nature of Directorship No. of Meetings Meetings attended
1. Mr. Shahul Pasith Ibrahim Hameed Chairman Non-Executive & Independent Director 3 3
2. Mr. Gaurav Kimtani * Member Non-Executive & Independent Director 3 3
3. Mr. Sudhir Ostwal Member Managing Director 3 3

NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted as per regulation 19 of the SEBI Listing Regulation, 2015 and Section 178 of the Companies Act, 2013 sand it comprises of three non-executive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

During the year under review there was no meeting held.

The composition of the Committee is given below:

Sr. No. Name of the Director Designation Nature of Directorship No. of Meetings held No. of Meetings attended
1. Mr. Shahul Pasith Ibrahim Hameed Chairman Non-Executive & Independent Director Nil Nil
2. Mr. Gaurav Kimtani* Member Non-Executive & Independent Director Nil Nil
3. Ms. Shalini Jain Member Non-Executive Director Nil Nil

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of three non-executive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

During the financial year 2018-19, no meeting was held.

The composition of the Committee and the details of Meetings attended by the Members during the year are given below:

Sr. No. Name of the Director Designation Nature of Directorship No. of Meetings Meetings attended
1. Mr. Shahul Pasith Ibrahim Hameed Chairman Non-Executive & Independent Director Nil Nil
2. Mr. Gaurav Kimtani* Member Non-Executive & Independent Director Nil Nil
3. Ms. Shalini Jain Member Non-Executive Director Nil Nil

38. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is not applicable to the Company.

39. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Disclosures regarding activities undertaken by the company in accordance with the provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are provided here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day to day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company is not utilizing any alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipments.

B. Technology absorption:

The Company does not undertake any activities relating to technology absorption.

C. Foreign Exchange earnings and outgo :

(i) Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo : Rs. 87.14 Lakh

40. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares are listed at Bombay Stock Exchange Limited (SME segment). The Annual Listing fees for the year 2018-2019 have been paid.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board and its Committees which have mandatory application.

ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also 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.

Place: Chennai For and on behalf of the Board of Directors of
Date: 03.09.2019 MEHAI TECHNOLOGY LIMITED
Sd/-
Sudhir Ostwal
(Managing Director)
DIN:06745493