DIRECTORS' REPORT Dear Shareholders, Your Board of Directors have pleasure in presenting the Annual Report and the Audited Accounts for the Financial Year ended 31s! March, 2014. FINANCIAL HIGHLIGHTS During the year under reviewed, the total income earned by the Company was Rs. 11,03,085/- compare to previous year of Rs, 14,33,176/-. The Expenditure incurred during the year was Rs. 6,99,828/- compare to previous year of Rs. 14,84,821/-. The Profit after tax for the year was Rs. 2,78,620/-compare to previous year loss of Rs. 61,141/-, TRANSFER TO RESERVES The Company not enough earning profit during the year so company not transfer the profit to General reserve. DIVIDEND There was insufficient profit during the financial year hence the directors of the Company express their unwillingness to pay dividend to Members, DEPOSITS The Company has not accepted any deposits within the meaning of the provisions of Section 58A / 73 of the Companies Act, 1956 / 2013. CASH FLOW STATEMENT Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith. MANAGEMENT DISCUSSION AND ANALYSIS: In the terms of the provision of the Clause 49 of Listing Agreement, the Management Discussion and Analysis is set out in Annual Report. DIRECTORS Mr. Nehal C. Panchal (DIN-00839599) of the Company will retire by rotation at the forthcoming Annual General Meeting and represent himself for reappointment. Further. During the year under reviewed, Mr. Chandrashekhar B Panchal (01231766) has been appointment as Managing Director of the Company subject to approval of the Members of the Company. Further, Mr. Chandrakant Dhale (DlN-00306606), Mr, Rakesh Shah (DIN-01759823), Mr Naval Purohit (DIN-000291072) and Mr. Pravin Khana (DiN-00296306) were resigned from the Company during the year under reviewed. Moreover, Mr. Devendra Singh (DIN-00764878) and Mr, Manish Patel (DIN-06701716) appointed as Director of the Company, Pursuant to provision of Section 152 read with Section 149 of the Companies Act, 2013 and as per the Clause 49 of the Listing agreement, the Mr. Manish Shivabhai Patel (DIN-06701716} '& Mr. Devendra Singh (DIN-00764878) are appointed as an Independent Directors of the Company. Brief resume of the Directors proposed to be re-appointed, nature of their experience and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting. AUDITORS M/s V. D, Shukla, Chartered Accountants (Firm Regn. No.No.110240W)be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting COMPLIANCE CERTIFICATE: Compliance Certificate from the Practicing Company Secretary, CS Jatin Kapadia, Practicing Company Secretaries, Ahmedabad, confirming compliance of section 383A of Companies Act, 1956, is also annexed to the Report. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 217 (2AA), your Directors confirm that:- i, In the preparation of the annual accounts, the applicable accounting standards have been followed. ii. 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 as on 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014, iii, The Directors have taken proper and sufficient care for 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. STATUTORY DISCLOSURES PARTICULARS OF EMPLOYEES The Employee relation remained cordial throughout the year. Your Directors wish to place on record their appreciation of the committed service rendered by all the staff members of the Company, There are no employees whose particulars are required to be shown in terms of provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 are given as below; A Conservation of Energy No additional investment has been made or proposed to for reduction of consumption of energy. B. Research, Development and Technology Absorption The company does not carry any activity of Research and Development (R & D) programme and also no effort has been made towards technology absorption, adaptation and innovation. C. Foreign Exchange Earning & Outgo The Company does not have any Foreign Exchange earning / Outgo during the year under review, MANAGEMENT DISCUSSIONS & ANALYSIS REPORT Management Discussion & Analysis report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is as follows. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (Within the limits set by the Company's competitive position) (i) Industry structure and developments: The Company engaged in the manufacturing of Agriculture, implements and equipment and same is substantially depends on the agriculture growth in the country. Past Year Shows substantially Growth in Agriculture along with other industry. (ii) Opportunities and Threats The Impact of support from the Central and State Government in the Agree-Sector along with the private investment in the sector has provided the boost to the agriculture Activity during the year and it is set to grow in Expected line. Outlook for the Year 2014 is Positive. The company expect the pressure on Quality Customer to continue due to competition (iii) Segment Wise- Product wise performance The business of the company falls under a single segment i.e. For the purpose of accounting standard. (iv) Outlook The Continual growth in the Agriculture sector expected to give necessary support to the industry. The company is making all effort to accelerate the growth of its business, It is expected to improve its position in the market by focusing in in the technologically advanced and more profitable Product and market segment and working aggressively in the area of productivity, efficiency and cost reduction. (v) Risk and Concerns: The main risk factor in the agri and related industries is the availability of rain and the other change in the climate condition . Support to the industry from the government and local bodies also creates lot of changes in the sector. Company being an existing player in the market have substantial market stability for the products manufacturing by it. (vi) Internal Control systems and its adequacy The company has internal ontrol systems, the adequacy of which has been reported by its auditors in their report as required under the Companies (Auditor's Report) Order 2003. (vii) Discussion on financial performance of the Company with respect to operational performance. The company did not do well due to first year of its diversified activity in the field of F & 0 segment trading still company is confident to repose the satisfactory performance in the coming years. (vii) Material developments in Human resources / industrial Relations front, including number of people employed There has been no material development on the Human Resource/ Industrial Relations front during the year, Relations between the management and the staff continued to remain cordial. (viii) Cautionary Statement This report contains forward- looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company's current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different. The Company does not assume any obligation for such variations. CORPORATE GOVERNANCE REPORT Your company is committed to maintain the highest standard of Corporate Governance. Your Directors adhere to the requirements set out in Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance as stipulated in the said Clause is annexed as Annexure - A hereto and forms part of this Report. Certificate from the Practicing Company Secretary, CS Jatin Kapadia, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49, is also annexed to the Report on Corporate Governance. ACKNOWLEDGMENTS The Board of Directors of Company convey their sincere appreciation and gratitude to their Employees, Bankers, Shareholders, Customers and various agencies for their continued support and cooperation to the company For & Behalf of the Board of Directors MAHESH AGRICULTURAL IMPLEMENTS AND STEEL FORGINGS LIMITED Managing Director Place :Ahmedabad Date : August 14, 2014 |