Mihika Industries Ltd Directors Report.

Your Directors have pleasure in presenting the 36th Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2019.

FINANCIAL RESULTS

Particulars 31st March, 2019 31st March, 2018
Profit / (Loss) before tax (44.52) (13.22)
Less: Tax Expense (9.55) (3.82)
Profit / (Loss) after tax (34.97) (9.41)
Other Comprehensive Income for the year, net of tax 0.00 0.00
Total Comprehensive Income for the year (34.97) (9.41)

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2019.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 10000000 Equity Shares of Rs.10/- each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Companys operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of section 152 of the Companies Act, 2013, Mr. Manoj Sethia (DIN: 00585491), retires by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Upon a favourable recommendation from the Nomination and Remuneration Committee and accepted by it, the Board re-appointed Mr. Rajesh Shah (DIN: 06746791) and Mr. Mali Chand Agarwala (DIN: 00772091) as Independent Directors of the Company for a second term of five years from the conclusion of this Annual General Meeting till the conclusion of the 41st Annual General Meeting of the Company to be held in the calendar year 2024.Appropriate Special Resolutions, to this effect,are also being proposed at the forthcoming Annual General Meeting.

Additional information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Directors seeking appointment/re-appointment is given in the Notice Convening Annual General Meeting of the Company.

None of the Directors of the Company is disqualified for being appointed as a Director, under Section 164(2) of the Companies Act, 2013.

DECLERATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2018-19 under review. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed t hat:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2019, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

b) that such accounting policies have been selected as mentioned in the Notes to Financial Statements and applied them consistently and made judgements 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 on 31st March, 2019 and of the Loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;

d) that annual accounts have been prepared for the financial year ended 31st March, 2019 on going concern basis;

e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND AUDIT REPORT

M/s J. Gupta & Co LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 38th Annual General Meeting to be scheduled in 2021. They have confirmed their eligibility and are not disqualified to act as auditors of the Company.

The observations made by the auditors in the Auditors Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-Section (3) of Section 134 of Companies Act, 2013.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was conducted during the year by Secretarial Auditor Ms. Twinkle Pandey (ACS-49208). The Secretarial Auditors Report for the financial year ended 31st March, 2019 is attached as Annexure-A and form part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditor in their Audit Report.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.

MEETINGS OF THE BOARD AND ATTENDANCE

During the year under review 9 (Nine) Board Meetings were held on 30.05.2018, 13.08.2018, 29.09.2018, 01.10.2018, 13.11.2018, 19.11.2018, 30.11.2018, 07.01.2019 and 14.02.2019. The Meetings were held as per the requirements of business and at intervals within the legally permitted limits. The Boards meets once in every quarter, inter-alia, to review the quarterly results and other items on agenda:

Name of the Directors Category of the Directors No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Kuldeep Kumar Sethia Managing Director 9 9
Mrs. Shweta Sethia Executive Director and CFO 9 9
Mr. Rajesh Shah Independent Non-Executive Director 9 9
Mr. Mali Chand Agarwal Independent Non-Executive Director 9 9
Mr. Manoj Sethia* Non-Independent Non-Executive Director 9 7

*Appointed w.e.f. 29.09.2018

MEETINGS OF THE AUDIT COMMITTEE AND ATTENDANCE

During the year under review 4 (Four) meetings of the committee were held on 30.05.2018, 13.08.2018, 13.11.2018 and 14.02.2019. The attendance of the members at the meetings were as follows.

Name of the Members Designation in the Committee No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Rajesh Shah Chairperson 4 4
Mr. Mali Chand Agarwala Member 4 4
Mr. Kuldeep Kumar Sethia Member 4 4

MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE

During the year under review 1 (One) meeting of the committee were held on 07.01.2019. The attendance of the members at the meeting were as follows.

Name of the Members Designation in the Committee No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Rajesh Shah Chairperson 1 1
Mr. Mali Chand Agarwala Member 1 1
Mr. Manoj Sethia Member 1 1

MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE AND ATTENDANCE

During the year under review 1 (One) meeting of the committee were held on 28.03.2019. The attendance of the members at the meeting were as follows.

Name of the Members Designation in the Committee No. of Board Meeting during the Year No. of Board Meeting Attended
Mr. Rajesh Shah Chairperson 1 1
Mr. Mali Chand Agarwala Member 1 1
Mr. Kuldeep Kumar Sethia Member 1 1

CORPORATE GOVERNANCE

Corporate Governance Report is not applicable to the Company as the paid up share capital of the Company does not exceed Rs.10 Crores and the Net Worth of the company does not exceed Rs. 25 Crores as on the last day of the previous financial year i.e. 31st March, 2019.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Companys shares have been listed with the BSE Ltd. with Scrip Code 538895. The Company confirms that it has paid the annual listing fees for the year 2019-20 to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year 2018-19 till the date of this Report, which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached here as Annexure- B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign exchange earnings and/or foreign exchange outgo.

RELATED PARTYT RANSACTIONS

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. Details of materially significant related party transactions that are the transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No.24 of the Financial Statements in compliance with the Accounting Standard relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return of the Company as on the financial year ended 31st March, 2019 in Form No. MGT 9 is annexed to this report as Annexure-C. The Extract is also available on the website of the Company at www.mihika.co.in.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans, guarantees and investments or securities covered under Section 186 of the Companies Act, 2013 form part of the notes no.27 to the financial statements.

RISK MANAGEMENT POLICY

As required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a well documented and robust risk management framework.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to where under section 135(1) is applicable. Hence Corporate Social Responsibility requirements are not applicable to Company.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a Vigil mechanism/Whistle Blower Policy. The policy is available at Companys website.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non-Independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of the Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review.

For and on behalf of the Board
Mali Chand Agarwal
Chairman
Place: Kolkata (DIN:00772091)
Date: 31st August, 2019