Mitshi India Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 29thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. Financial summary or highlights/Performance of the Company (Standalone)

PARTICULARS 2018-2019 2017-2018
Gross Income 51133042 31081839
Profit Before Interest and Depreciation 11539369 4511996
Finance Charges 0 2205
Gross Profit 11539369 4509791
Provision for Depreciation 212388 332648
Net Profit Before Tax 11326981 4177143
Provision for Tax 2470443 0
Net Profit After Tax 8856538 4177143
Balance of Profit brought forward (131903085) (136080228)
Balance available for appropriation (123046547) (131903085)
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0
Transfer to general Reserve 0 0
Surplus carried to Balance Sheet (123046547) (131903085)

2. Brief description of the Companys working during the year/State of Companys affair

Your Company has already started various activities to generate revenue.

During the year your Company made profit to the tune of Rs. 88.56 lakhs as compared to previous years profit of Rs.41.77 lakhs Your Company is trying best to achieve the goal.

Change in the nature of business, if any

There is no change in nature of business. Since your company has already started various activity . major being trading of fruits and vegetables,

3. Dividend

In view of insufficient profit, the Directors are unable to recommend any dividend for the year.

4. Reserves

No amounts are transferred to Reserves in view of Losses.

5. Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] . Hence, no details are provided for it.

ISSUE OF SWEAT EQUITY SHARE

The company has not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014. Hence, no details are provided for it.

6. Directors and Key Managerial Personnel

During the year Mrs. Deepa Kuamr Shah was appointed as an Additional Director wef13-12-2018.Mr. Hasmukh Patel have resigned as director w.e.f. 23rd April, 2019.

Ms.Rinku Patel was appointed as CFO and Ms. Bhavana Jain was appointed as Company Secretary oftheCompanyw.e.f. 01stMarch,2019.

Mr.KumarV.Shah,retire by rotationat the for th coming Annual Genera lMeeting and being eligible, offer himself for reappointment.

7. Particulars of Employees

The Company has no employees in respect of whom information is to be furnished under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees of the Company.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the corporate governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 /SEBI (LODR) regulation2015 of the Listing Agreement, 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. The manner in which the evaluation has been carried out has been explained in the corporate governance Report.

10. Declaration by an Independent Director(s) and re- appointment, ifany

The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and clause 49 /SEBI (LODR) regulation2015 of the Listing Agreement.

11. Remuneration Policy

The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and appointment of Directors, Senior Management and their remuneration.

12. Managerial Remuneration:

During the year under review, Mr. Kumar V. Shah, Chairman and Managing Director was paid Rs.12,00,000/- as remuneration. -

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company is having one subsidiary Company Tazakitchen Enterprises Private Limited which was incorporated on 10th April, 2018. A statement in Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013, relating to subsidiary Company is attached to the Accounts. The financial statements and the related documents of the subsidiary company shall be kept open for inspection at the registered office of the Company.

14. Auditors:

M/S A. A. Siddiqui & Co., Chartered Accountants were appointed as Auditors of the Company for the period three years i.e. form the conclusion of 27thAGM held on 09-09-2017 till conclusion of the 30thAGM of the Company to be held in the year 2020. Accordingly, it has been proposed to re appoint him for one more year.

15. Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for any further comments.

16. Disclosure about Cost Audit

During the year, the Cost Audit was not applicable to the Company and hence no details are provide for it.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Jignesh M. Pandya & Co., Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report.

Regarding qualification and remarks in the Secretarial audit report, your Board offer following explanations.

Explanation Note. Non Compliance of section 203 of the Companies Act, 2013 with respect to Non appointment of full time Company Secretary.

ExplanationNote.YourCompanywasnotabletoappointafulltimeCompanySecretaryconsideringitsfinancialposition. However, company has already appointed Ms. Bhavana Jain as Company Secretary wef 1st March, 2019.

Other than the above, the report is self-explanatory and do not call for any further comments.

18. Internal Audit & Controls

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations.

19. Issue of employee stock options

During the year under review, the Company has not issued any employee stock options and accordingly no details are provided for it.

20. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

21. Risk management policy

Pursuant to section 134(3)(n) of the Companies Act, 2013 and clause 49 /SEBI (LODR) regulation2015of the listing agreement, the company has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in opinion of the Board may threaten the existence of the company.

At present the company has not identified any element of risk which may threaten the existence of the Company.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

23. Material changes and commitments, if any, 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

There are no material changes and commitments affecting financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

24. Details of significant and material orders passed by the regulators or courts or tribunal simpacting the going concern status and companys operations in future

There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

25. Deposits

During the year, the Company has not accepted any deposits from public.

26. Particulars of loans, guarantees or investments under section 186 Details of Loans:

Details of Loans:

SL. No. Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR{if reqd) Rate of Interest Security
NIL

Details of Investments:-

SL. No. Date of investment Details of Investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR {if reqd) Expected rate of return
1. 10/04/2018 Taaza Kitchen 10500000 Subsidiary 10/04/2018 24/03/2018 N.A.
2. 04/12/2018 Enterprise Pvt. Ltd. 4179200 Subsidiary 04/12/2018 24/03/2018 N.A.

Details of Guarantee/ Security Provided:

SL. No. Date of providing security/ guarantee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR {if any) Commission
NIL

27. Particulars of contracts or arrangements with related parties:

During the year under review, Company has paid Rs144000 as rent for using the premises as Registered office to Dr. Shikha Kumar Shah, daughter and Deepa K. Shah, wife of Mr. Kumar V.Shah, Chairman and Managing Director Paid software development charges of Rs.1750000 to Mitesh K Shah, son of Kumar V.Shah. Entered into transactions of sales and logistic revenue of Rs.14638095 and sale of fixed assets of Rs.1949830 with subsidiary company Taazakitchen Enterprises Pvt Ltd. These contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third provision are disclosed in the Notes to the financial statements

28. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49/SEBI (LODR) regulation2015 of the Listing agreement is annexed with the report.

29. Management Discussion and Analysis-

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2019.

Statutory Disclosures

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. The company does not have any employee under the said category.

30. The Sexual Harassment Of Women At Work place (Prevention, Prohibition And Redressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year Company has not received any complaint of harassment.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: The Company has not carried out any manufacturing activity during the year.

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Not Applicable
(ii) the steps taken by the company for utilizing alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipments Not Applicable
(b) Technology absorption
(i) the efforts made towards technology absorption Not Applicable
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable
(a) the details of technology imported Not Applicable
(b) the year of import; Not Applicable
(c) whether the technology been fully absorbed Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not Applicable
(iv) the expenditure incurred on Research and Development Not Applicable

(c) Foreign exchange earnings and Outgo

There were no earning or outgo in Foreign Exchange during the Current year and Previous year.

32. Corporate Social Responsibility(CSR)

Due to inadequate profit the Company was not required to spent any amount towards Social Responsibility, and hence no details for the same are provided.

33. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c)read with section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock Exchanges /SEBI (LODR) regulation2015

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthestateofaffairsofthecompanyat the end of the financial year and for that period;

(c) the directors have 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, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Listing With Stock Exchanges:

The Company is Listed with BSE Ltd

36. Status under Sick Industrial Companies (Special Provision) Act,1985

The Company is not a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies (Special Provision) Act, 1985.

37. Acknowledge

Your Directors would like to acknowledge to all contribution, support, help received from all the stakeholders, government Agencies, Banks.

For and on behalf of the Board of Directors
Kumar Shah
Place : MUMBAI Chairman and Managing Director
Date :27/05/2019