Mirch Technologies (India) Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 46th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2019. The highlights of the financial results are as under:

FINANCIAL RESULTS:

The Companys financial performances for the year under review, along with the previous years figures, are summarized hereunder:

(Amt in Rs.)
Particulars Current Year Previous Year
2018-19 2017-18
Revenue From Operations 3,301,100 -
Other Operating Revenue Income 871,408 841,802
Total Revenue 4,172,508 841,802
Less: Expenses excluding Finance cost and Depreciation 5,608,355 25,37,839
Profit / (Loss) before Interest, Tax and Depreciation (1,435,847) (16,96,037)
Less: Finance Cost 3739 2,830
Profit/(Loss) Before Depreciation (1,439,586) (16,98,867)
Less: Depreciation and amortization 1,738,340 18,60,625
Profit /(Loss) Before Tax (3,177,926) (35,59,492)
Add:Deferred Tax expenses 7,524,13 10,99,926
Profit / (loss) after tax (2,425,513) (24,59,566)

STATE OF COMPANYS AFFAIRS:

The company is into the activities of industrial design and fabrication. The Company has been covering various industries like fertilizers, chemicals, petrochemicals, power plant, fibers, cements, steel plants, pharmaceuticals, dyes and intermediates, paper and pulp and other allied processing industries since its inception. The company has made a loss of Rs. 2,425,513/- during the financial year.

DIVIDEND:

Your Directors do not recommended any dividend during the year.

THE AMOUNTS, COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS:

The Company has not made any changes in the nature of business during the financial year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED 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 till the date to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Companies have become or ceased to be Companys subsidiaries, joint ventures or associate companies. As the Company does not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013 (the Act), no report on the performance of such companies is provided.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Shri Sadashiv Sheena Salian (DIN: 05346842), who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors on recommendation of the Nomination and Remuneration Committee has recommended his re appointment.

Shri Shiv Kumar Ladha (DIN:00478534) is the Managing Director of the company. Shri Natwarlal Somani (DIN:01829336), Smt. Kajal Dilip Kulshrestha (DIN: 08205698) are Independent Directors of the company. Shri Kumar Sambhaw Ladha (DIN:00478616), Smt. Ushadevi Shivkumar Ladha (DIN:06964508) and Shri Sadashiv Salian (DIN:05346842) are the other Directors on the board. Apart from the appointment of Smt. Kajal Kulshrestha as an independent Director with effect from 19th September 2018, there was no appointment or resignation of Directors during the financial year.

Shri Rupesh Anil Kadam is the Chief financial officer of the Company.

There was no appointment or resignation of any key managerial personnel.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 as at 31st March, 2019 and of the loss of the Company for the said period;

(iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

(v) the directors of the Company have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE

In terms of provisions of Regulation 27(2) read with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provisions relating to corporate governance report is not mandatory, for the time being, accordingly your company is not required to give corporate governance report.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form No. MGT 9, as referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Annexure - I and is attached to this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.Information on transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- II in Form AOC-2 and the same forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act.

POLICY ON DIRECTORS APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee of the Company formulates the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

STATUTORY AUDITORS:

Pursuant to provisions of Section 139 and other applicable provisions of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, M/s. U. S. Tanwar & Company, Chartered Accountants, Mumbai (Firm Registration No. 110810W) were appointed for five years till the conclusion of 46th Annual General Meeting (AGM). The board as per the recommendation of the Audit Committee recommends re-appointment of M/s. U. S. Tanwar & Company, Chartered Accountants, as the Statutory

Auditors of the Company, to hold office from the conclusion of 46th AGM until the conclusion of 48th AGM, which includes the maximum permissible term including transition period as contemplated under rule 6 of the companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS:

The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2019 and Secretarial Audit Report is annexed herewith marked as Annexure III to this Report.

The Secretarial Audit Report contains the following qualifications i) The Company has not appointed a whole time Company Secretary as provided u/s 203 of the Companies Act, 2013 and the rules framed thereunder, ii) the Company has preference shares which are yet to be redeemed and (iii)the promoter(s) shareholding is not maintained in 100% dematerialized form.

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

The observation made by the Statutory Auditors and note no. 2.13 to the financial statements are self-explanatory.

The Company is searching for a suitable candidate to be appointed as its whole time Company secretary, the company is taking utmost efforts in redemption of preference shares and the company is taking adequate steps to hundred percent de-materialize the shares of promoters.

MANAGEMENTS DISCUSSION AND ANALYSIS:

The Managements Discussion and Analysis are annexed and forms an integral part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal financial controls that are commensurate with its size and nature of business to safeguard and protect the Company from loss, unauthorized use or disposition of its assets.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year.

EQUTIY SUSPENSE ACCOUNT

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, no share of the company is in suspense account.

VIGIL MECHANISM:

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act. The policy provide a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure IV.

BOARD AND COMMITTEE MEETINGS:

A. BOARD MEETINGS

Four Board Meetings were held during the year.

Attendance of Directors in Board and Annual General meeting is summarized below.

Director No. of Board Meetings held No. of Board Meetings attended Attended last AGM
Shri Shiv Kumar Ladha 4 4 Yes
Shri Sadashiv Salian 4 4 Yes
Shri Natwarlal Somani 4 4 Yes
Smt. Ushadevi Ladha 4 4 Yes
Shri Kumar Sambhav Ladha 4 1 No
Smt. Kajal Dilip Kulshrestha* (appointed w.e.f 19th September 2018) 4 2 N. A

There were four board meetings held during the financial year i.e on 30th May, 2018, 13th August, 2018, 05th November, 2018 and 13th February, 2019.

B. COMMITTEE MEETINGS

i. AUDIT COMMITTEE

The Companys Audit Committee was reconstituted w.e.f 05th November, 2018 comprising of three Directors. The board has accepted all the recommendation of the Audit Committee.

Directors Category of the Director No. of Audit Committee meeting held No. of Audit Committee meeting attended
Shri Shiv Kumar Ladha Executive Non Independent 4 4
Shri Natwarlal Somani Non Executive Independent 4 4
Shri Sadashiv Salian* Executive Non Independent 4 2
Smt. Kajal Dilip Kulshrestha** Non Executive Independent 4 2

There were four Audit Committee meetings held during the financial year i. e, on 30th May, 2018, 13th August, 2018, 05th November, 2018 and 13th February, 2019.

*Ceased to be a member w.e.f 5th November, 2018

**Became a member w.e.f 5th November, 2018

ii. NOMINATION AND REMUNERATION COMMITTEE

The Companys Nomination and Remuneration Committee was reconstituted w.e.f 5th November, 2018 comprising of three directors.

Directors Category of the Director No. of Nomination & Remuneration Committee meeting held No. of Nomination and Remuneration Committee meeting attended
Shri Natwarlal Somani Non Executive Independent 2 2
Shri Shiv Kumar Ladha* Executive Non Independent 2 1
Shri Sadashiv Salian** Executive Non Independent 2 1
Smt. Ushadevi Shivkumar Ladha*** Non Executive Director 2 1
Smt. Kajal Kulshrestha*** Non Executive Independent 2 1

There were two Nomination and Remuneration Committee meetings held during the financial year i.e, on 30th May, 2018 and 9th February, 2019.

*Ceased to be a member w.e.f 5th November, 2018

**Ceased to be a member w.e.f 5th November, 2018

***Became a member w.e.f 5th November, 2018

****Became a member w.e.f 5th November, 2018

a. TERMS OF REFERENCE

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

b. REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of sitting fees and commission.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Companys Stakeholders Relationship Committee was reconstituted w.e.f 5th November, 2018 comprising of two Directors.

Directors Category of the Director No. of Stakeholders relationship Committee meeting held No. of Stakeholders relationship Committee meeting attended
Shri Natwarlal Somani Non Executive Independent 2 2
Shri Sadashiv Salian Executive Non Independent 2 2
Smt. Kajal Kulshreshta* Non Executive Independent 2 1

There were two Stakeholders Relationship Committee meetings were held during the financial year i.e, on 30th May, 2018 and 13th February, 2019.

*Became a member w.e.f 5th November, 2018

ANTI SEXUAL HARASSMENT POLICY:

The Company has adopted a policy and constituted a Committee as required under the Sexual Harassment of Women at the Work place (Prevention Prohibition & Redressal) Act 2013. During the year under review no complaints were reported to the Committee.

PARTICULARS OF EMPLOYEES:

There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. Other details stating comparison of remuneration of median employee to others is attached as Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYfS

OPERATIONS IN FUTURE:

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future during the year under review.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, 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 Companys executives, staff and workers.

For and on behalf of the Board of Director of Mirch Technologies (India) Limited

Sd/-

Shiv Kumar Ladha

Chairman

DIN: 00478534

Place: Mumbai

Date: 30th May, 2019

Annexure II Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis: The Company) has not entered into any contract/arrangement/transaction with its related parties which is not in ordinary course of business or at arms length during FY 2018-19.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arms length basis:

There was no a material contract or transactions at arms length basis during FY 2018-19.

a. Name(s) of the related party and nature of relationship: Not Applicable

b. Nature of contracts / arrangements / transactions: Not Applicable

c. Duration of the contracts / arrangements / transactions: Not Applicable

d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

e. Date(s) of approval by the Board, if any: Not Applicable

f. Amount paid as advances, if any: Not Applicable

For and on behalf of the Board of Director of Mirch Technologies (India) Limited

Sd/-

Shiv Kumar Ladha

Chairman

DIN: 00478534

Place: Mumbai

Date: 30th May, 2019

Annexure - IV

Information under Section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors

(A) Conservation of energy-

(i) The steps taken or impact on conservation of Energy: Nil

(ii) The steps taken by the company for utilizing alternate sources of energy: Nil

(iii) The capital investment on energy conservation equipments : Nil

(B) Technology absorption:

(i) The efforts made towards technology absorption: Nil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three reckoned from the beginning of the financial year) : Nil

(iv) The expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo: Nil

For and on behalf of the Board of Director of Mirch Technologies (India) Limited

Sd/-

Shiv Kumar Ladha

Chairman

DIN: 00478534

Place: Mumbai

Date: 30th May, 2019

ANNEXURE V

Ratio of remuneration of each director to the median remuneration of all the employees of the Company for the financial year 2018-19.

The ratio of the remuneration of each director to the median of employees remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

SR. No REQUIREMENT DISCLOSURE
1 The ratio of the remuneration of each director to the median remuneration of the employees for the financial year. 2.37
2 a. Shri Sadashiv Sheena Salian
The percentage increase in remuneration of each Directors, CFO, CEO, CS in the financial year 10.80%
Director Shri Sadashiv Sheena Salian
3 The percentage increase in the median remuneration of employees in the financial year
Employee-
1. Krishna Kout* N. A
* The Median Employee has joined in the financial year 2018-19 and therefore his salary for previous financial year is ignored.
4 The number of permanent employees on the rolls of the Company 5
5 Affirmation that the remuneration is as per the remuneration policy of the Company It is affirmed that the remuneration paid to the Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.