To,
The Members,
Your Directors have pleasure in presenting their 33rd Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31,2023.
1. Financial summary or highlights/Performance of the Company
| PARTICULARS |
2022-2023 |
2021-2022 |
| Gross Income |
77219269 |
69222623 |
| Profit Before Interest and Depreciation |
7306146 |
721315 |
| Finance Charges |
0 |
0 |
| Gross Profit |
7306146 |
721315 |
| Provision for Depreciation |
470557 |
620228 |
| Net Profit Before Tax |
6835589 |
101087 |
| Provision for Tax |
1790887 |
31001 |
| Net Profit After Tax |
5044702 |
70086 |
| Balance of Profit brought forward |
(114878699) |
(114949785) |
| Balance available for appropriation |
(109834997) |
(114879699) |
| Proposed Dividend on Equity Shares |
0 |
0 |
| Tax on proposed Dividend |
0 |
0 |
| Transfer to general Reserve |
0 |
0 |
| Surplus carried to Balance Sheet |
(109834997) |
(114879699) |
2. Brief description of the Companys working during the year/State of Companys affair
As detailed above , during the year company made profit to the tune of Rs.50,44,702/-
as compared to previous years profit of Rs. 7,00,86/-.
Your company started to earn from the major activity of trading in fruits and
vegetables and some software business during the year,.
3. Dividend
In view of not sufficient profit, the Directors are unable to recommend any dividend
for theyear.
4. Reserves
No amounts are transferred to Reserves during the year.
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 Shares
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 \ :
Mr. Kumar V. Shah, retires by rotation at the forthcoming Annual General Meeting and
being eligible, offer himself for reappointment.
The Company has appointed Mr. Umesh Mistry as Company Secretary and compliance Officer
under Regulation 6(1) of SEBI (LODR) Regulations, 2015 w.e.f. 01st January 2023.
7. Particulars of Employees
The Company has no employees in respect of whom information is to be furnished under
Section197 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 provisions of SEBI (LODR)
Regulations, 2015, 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 Regulation 25(8) of SEBI (LODR) Regulations, 2015 as
amended.
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. 6,00, 000/- per annum as remuneration.
13. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any of Subsidiary/Joint Ventures/Associate Companies as at
the year end.
14. Auditors:
The Auditors, M/s A. A. Siddiqui & Co., Chartered Accountants, retire at the
ensuing Annual General Meeting and, being eligible, offer themselves for reappointment-
15. AuditorsReport
The Auditors Report does not contain any qualification.
16. Disclosure about CostAudit
During the year, the Cost Audit was not applicable to the Company and hence no details
are provide for it.
17. Secretarial AuditReport
In terms of Section 204 of the Act and Rules made there under, M/s. Jignesh M.
Pandya& Co., Practicing Company Secretary has been appointed Secretarial Auditors of
the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this
report.
r Regarding qualification and remarks in the Secretarial audit report, your Board offer
following explanation. N :
Non Compliance of section 203 of the Companies Act, 2013 with respect to Non
appointment of full time Company Secretary.
Company has appointed Mr. Umesh Mistry as Company Secretary w.e.f. 01st January 2023.
Other than the above, the report is self-explanatory and do not call for any further
comments.
18. Internal Audit &Controls
The Company has Internal Audit and 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 provisions of SEBI (LODR)
Regulations, 2015, 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, annual return in MGT 7 has been
placed at the Companys website at www.mitshi.in
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
tribunals impacting 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
1. Details ofLoans:
| 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 |
|
|
|
|
|
|
2. Details of Investments:-figure of investment
| 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. 1/04/2019 |
Taaza Kitchen Enterprise Pvt. Ltd. |
24,29,200 |
Business |
Earlier Financial Year |
N.A. |
N.A. |
3. 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 Rs.1,44,000/- as rent for using the
premises as Registered office to Dr. Shikha Kumar Shah, daughter and Mrs. Deepa Kumar
Shah, wife of Mr. Kumar V. Shah, Chairman and Managing Director. These contract or
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 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 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, 2023.
Statutory Disclosures
The Company has no employees in respect of whom information under section 197 of the
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
30. The Sexual Harassment of Women at Workplace (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
i) Foreign exchange earnings :
FOB Value of software exports Rs. 32,66,025 ( PY NIL)
ii) Foreign exchange Outgo : NIL
32. Corporate Social Responsibility (CSR)
Due to Inadequate Profits, 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 —
(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 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 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.
|
By Order of the Board |
|
Kumar Shah |
|
Chairman and Managing Director |
|
DIN:- 01451912 |
| Place : Mumbai |
|
| Date : 16thJune, 2023 |
|
+91-9892691696
