Mewar Hi Tech Engineering Ltd Directors Report.
To The Members,
Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the audited accounts for the Financial Year ended on 31st March, 2019.
1. FINANCIAL PERFORMANCE
The Companys financial performances for the year under review along with previous years figures are given hereunder:
|(Amount in Rs.)|
|Particulars||For the financial year ended 31st March, 2019||For the financial year ended 31st March, 2018|
|Profit before depreciation & taxation||1,72,81,921||3,39,21,320|
|Profit after taxation||6,71,642||1,24,04,383|
|Balance brought forward from the previous year||2,98,07,797||1,74,03,414|
|Total balance carried to Balance Sheet||6,71,642||1,24,04,383|
2. OPERATION AND STATE OF COMPANYS AFFIARS:
The company has generated Rs. 602,469,947/- as revenue from the operations in the current financial year i.e., 2018-2019. The company is engaged in the business of manufacturing and assembling of wide range of crushers, screens and customized size reduction equipment. The Board of Directors had evolved and adopted a code of conduct based on the principal of good Corporate Governance and best management practices being followed globally.
During the year under review your company did satisfactory. Directors expect that the company will achieve new heights in the ensuing year.
During the year under review the directors of the company felt prudent to retain the earnings for the year to be ploughed back in the business, which shall result in further augmentation of the companys growth and shareholders wealth.
4. CHANGES IN THE NATURE OF BUSINESS:
There is some change in the nature of business in comparison to immediate preceding year.
The Company in its Extra-ordinary General Meeting held on Monday, 20th August, 2018 for change in its main object clause of the MOA of the Company to carry on business of KPO, BPO, and IT related work and to do all other activities, whether in India or abroad.
5. CHANGE IN SHARE CAPITAL:
The Company has 39,03,600 Equity Shares of Rs. 10/- each amounting to Rs. 3,90,36,000.
During the year under review, the Company has not issued any shares. Thus, there is no change in the Share Capital of the Company.
6. TRNASFER TO RESERVES:
No amount is carried to any reserves during the period under review.
7. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to SEBI (LODR) Regulations, 2015 Report on Management Discussion and Analysis forms an integral part of the Board Report. The Management Discussion and Analysis report is annexed as Annexure.
8. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of provisions of Section 134(5) referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, and based on the information provided by the management, your Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;
(b) They 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 and loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(d) They have prepared the annual accounts of the Company on a going concern basis.
(e) They have laid down Internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2019.
9. CORPORATE SOCIAL RESPONSIBILTY:
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013 at present the CSR provisions are not applicable to the Company.
Further, the Company has voluntarily spent certain amounts towards the Society.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes after the balance sheet date which may materially affect the financial position of the company or having any material impact on the operations of the Company.
11. CHANGES IN SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has no subsidiaries, joint ventures or associates during the year and therefore no details are required to be given.
12. CONSOLIDATED FINANCIAL STATEMENTS:
The Company has no Subsidiary or Joint Venture therefore; question of consolidated financial statement does not arise.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The company has entered into the transaction with its related party on the arm length price in ordinary course of business and same has been reviewed by the Audit committee pursuant the Provision of Regulation 23 of SEBI (LODR) Regulations, 2015 and Rule 6A of (Meeting of Board and its power) Rules, 2014.
All the related party transactions on arm length price and in ordinary course of business due to which the provision of section 188 of the companies act, 2013 not applicable on the company and the details of Related Party Transaction disclosed in Notes of Accounts.
14. PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect of the employees of the Company is enclosed herewith as Annexure.
15 . DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant the Provision of Section 160 of the companies act, 2013 the Remuneration and Nomination Committee has recommended and propose the name of Mr. Ghanshyam Joshi (DIN: 08490676) to appoint as an Independent Director of the company for the period of Five years who qualifies for being appointed as an independent director.
During the year the company has appointed to Mr. Munish Chandra Goyal (DIN: 00370703) and Mr. Ajit Singh Rathore (DIN: 08178802) as an additional independent director and same has been regularized in the annual general meeting of the company for the financial year 2017-2018.
During the financial year Mr. Chatrsingh Harisingh Rathore retire from the post of directorship of the company by rotation and being eligible and offer himself for reappointment.
The brief profile, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, of the Director eligible for appointment/ re-appointment forms part of the Corporate Governance Report.
The company has Independent Directors on the Board and also one women director as per the requirements of section 149 of the Companies Act, 2013.
Shri Mahendra Singh Singhvi has resigned from the post of Independent Directorship.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of the company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).
The loan provided by the company to Phosphate India Pvt. Limited not affecting the eligibility criteria of Independence of any independent director of the company as per the provision of section 149 (6) of the companies act, 2013
17. INTERNAL AUDITORS
The company has M/s Shailesh Jain & Associate, Chartered Accountant (Firm Registration Number: 003988C) & K. Chhabra & Associate as an internal Auditors as per provision of section 138 of the Companies Act, 2013 and has completed the internal Audit as per the scope defined by the Audit Committee.
18. STATUTORY AUDITORS
M/S Sagar Golchha & Co., Chartered Accountants (FRN: 007755C) acts as the Statutory Auditors of the Company and audited the financial statements for the year ended 31St March, 2019, who was appointed in the Annual General Meeting of the Company which was held on 30th day of September, 2017 to hold office for a period of 5 (five) consecutive years till the conclusion of the Annual General Meeting which will be held at the end of F.Y. 2022, at such remuneration for each financial year as may be decided by the directors of the company in due consultation with the Statutory Auditors of the Company.
19. SECRETARIAL AUDITOR
M/s P. Talesara & Associates, Practicing Company Secretary, Udaipur was appointed as the Secretarial Auditor of the Company for the financial year 2018-2019 by the Board of Directors pursuant to provisions of Companies Act, 2013 and rules there under. Secretarial audit report as provided by M/s P. Talesara & Associates, Practicing Company Secretary is annexed to this Report.
20. AUDIT REPORTS
The statutory auditors report, the secretarial audit report and internal audit reports for the year ending 2018-19 have been obtained by the company. Secretarial audit report and statutory audit is a part to this report.
21. BOARD MEETINGS
During the Financial Year 2018-2019, the Board of directors met 15 times. The details of the Board Meeting and the attendance of the directors are provided in the corporate governance report.
22. NOMINATION AND REMUNERATION COMMITTEE & AUDIT COMMITTEE:
The Nomination & Remuneration Committee and Audit Committee consist of adequate composition of Non Executive Independent Directors of which details are mentioned in the Corporate Governance Report as per the requirement of SEBI (LODR) Regulation, 2015.
All the recommendations of the Audit committee were accepted by the Board during the FY 2018-2019.
23. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, apart from the loans made, guarantee given or security provided by the Company in the ordinary course of business, if any, are given in the Notes to accounts forming part of the Audited Financial Statements for the year ended March 31, 2019.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(a) Conservation of Energy: The Companys operations are not energy-intensive and involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.
(b) Technology Absorption: Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continuously upgrading its technology (computer technology and telecom infrastructure) to ensure it is connection with its clients across the global.
(c) Foreign Exchange Earnings and outgo: Foreign Exchange Earnings of Rs. 7,14,24,906/- during the year and Rs. 6,63,078/- outgo amount during the year.
(d) Human Resource Development & Industrial Relations: Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return is set out as an Annexure to this Board Report in prescribed Form MGT-9 which forms part of this Annual Report. We are hosting the Annual Return on the web link of the company i.e. www.mewarhitech.com.
26. BUSINESS RISK MANAGEMENT
The Board of Directors of the Company identifies & evaluates the business risks and opportunities. The directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.
27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
28. NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at work place and has a policy on prevention, prohibition and redressal of sexual harassment at work place in the line of provisions of Sexual Harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint of sexual harassment was received during the financial year 2018-19
29. 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 either by the Auditors in their respective Audit Reports or by the company secretary in their secretarial report.
(a) Buy Back Of Securities
The Company has not bought back any of its securities during the year under review.
(b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
(c) Bonus Shares
The company has not issued bonus shares during the year under review.
(d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
31. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE SME where the Companys shares are listed.
32. INVESTOR COMPLAINTS AND COMPLIANCE:
During the year, Company has not received any investor complaints and as on date no complaints are pending.
33. EARNINGS PER SHARE (EPS):
The earnings per share (EPS) is Rs.0.17 per share as at March 31st 2019 as against Rs.3.18 per share as at March 31st 2018.
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, Government Authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.
|For & on Behalf of Board of Directors|
|Mewar Hi-Tech Engineering Limited|
|Smt. Reena Rathore||(Chattarsingh Rathore)|
|Whole Time Director||Managing Director|
|DIN: 01748907||DIN: 01748904|