DIRECTORS'REPORT Dear Shareholders, Your Directors have pleasure in presenting the 42nd Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31 st March, 2015. STATE OF COMPANY'S 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. 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 last 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 ANDASSOCIATE COMPANIES: During the year under review, no Companies have become or ceased to be Company's subsidiaries, joint ventures or associate companies. As the Company do not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013, no report on the performance of such companies is provided. CORPORATE SOCIAL RESPONSIBILITY: The Company does not meet the criteria of Section 135 of Companies Act, 2013 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: In the last Annual General Meeting (AGM) the members approved the appointments of Mr. Ravi D. Kothari, Mr. Rajvirendra Singh, and Mr. Natwarlal Somani, as Independent Directors for one term of one year. The Board recommends re-appointment of Mr. Ravi D. Kothari, Mr. Rajvirendra Singh, and Mr. Natwarlal Somani, as Independent Directors. Mr. Shiv Kumar Ladha was appointed as the Managing Director of the Company at the last AGM and Mrs. Usha Devi Ladha was appointed as a Woman Director in the last AGM. Mr. Kumar Sambhaw Ladha, who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. Mr. Prince D. Singh was appointed as Chief Financial Officer of the Companyduring last financial year. STATEMENT OF DECLARATION BYINDEPENDENT DIRECTORS: The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act 2013. DIRECTORS'RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) of Companies Act 2013, with respect to Directors' responsibility statement, it is hereby confirmed that: I in the preparation of 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 31 st March, 2015 and of the profit 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 Companies Act, 1956 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: The Company has neither accepted nor renewed any deposit during the yearunder review. CORPORATE GOVERNANCE In terms of SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of the companies having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year. Accordingly, your company is not required to give corporate governance report. PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES: There were no Related Party Transactions as referred to in Section 188(1) of the Companies Act, 2013 during the year under review. EXTRACT OF ANNUAL RETURN: An extract of Annual Return in Form No. MGT 9, as referred to in Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Annexure 1 and is attached to this Report. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE AUDITORS: The Observation made by the Auditors and Note No.2.13 & 20(g) to the Financial Statements are Self-explanatory. SECRETARIALAUDITOR: The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: The Company has adequate system of internal 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. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. 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. SECRETARIAL STANDARDS OF ICSI: During the year under review, Secretarial Standards were recommendatory in nature, however your Company complied with the same. RISK MANAGEMENT: Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk though a properly defined plan. However there are no risks which in the opinion of the Board threaten the existence of your Company. 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 Companies Act, 2013 .The policy provide a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any otherunfair practice being adopted against them. AUDITORS: Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s U.S. Tanwar & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 41st annual general meeting (AGM) of the Company held on September 29,2014 till the conclusion of the 48th AGM to be held in the year2021, subject to ratification of theirappointment at every AGM. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO: The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. There were no foreign exchange earnings and outgo during the year under review. BOARD AND COMMITTEE MEETINGS: A BOARD MEETINGS Ten Board Meetings were held during the year and the dates on which the said meeting were held:-15th April, 2014, 20th May, 2014, 15th July, 2014,12th August, 2014,4th September, 2014,20th October, 2014,30th October, 2014 12th November, 2014, 17th January, 2015 and 11th February, 2015. B. COMMITTEE MEETINGS I. AUDIT COMMITTEE According to Section 177 of the Companies Act, 2013 the Companies Audit Committee comprised of three directors .The board has accepted the recommendation of the Audit Committee. ii. NOMINATION AND REMUNARATION COMMITTEE As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and Remuneration Committee comprises of three Nonexecutive Directors. Nomination and Remuneration Committee Two Nomination and Remuneration Committee meeting held during the year and the dates on which the said meeting were held: - 12th November, 2014,11thFebruary,2015. 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 Director's 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 maybe required. Remuneration to Non Executive Directors: The Non Executive Directors are paid remuneration by way of Sitting Fees and Commission. iii. STAKEHOLDER RELATIONSHIP Two Stakeholder relationship Committee meeting held during the year and the dates on which the said meeting were held:- 12th November, 2014,11thFebruary,2015. ANTI SEXUAL HARASSMENT POLICY: The Company has in place a policy on Anti Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Work place (Prevention, Prohibition & Redressal) Act, 2013. There were no instances of Sexual Harassment that were reported during the period under review. PARTICULARS OF EMPLOYEES: As the Company has no executive who was in receipt of remuneration exceeding the sum prescribed under section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no details were produced. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and company's 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 Company's executives, staff and workers. For and on behalf of the Board of Director of MIRCH TECHNOLOGIES (INDIA) LIMITED Shiv Kumar Ladha Chairman Place: Mumbai. Date: 28th May, 2015 |