Directors’ Reports To the Members, Your Directors have pleasure in presenting the ThirtyNineth Annual Report together with Audited Accounts of the Company for the Financial Year ended 31st March, 2015. • Review of Operations: During the year under review your company has registered a Loss during the year ended 31st March, 2015, amounted to Rs. 53,85,358 as compared to Profit amounted to Rs. 4,09,80,825 during the previous year. Looking to the current and accumulated losses of past years, your Director has not recommended any dividend for the financial year 2014-2015. • Board of Directors: The Board of Director of the Company has 4 Directors and their details are as under: Sr. No. Name of Director Category 1. Mr. Abdul Razak Dhanani Managing Director 2. Mr. Yunus R. Memon Executive Director 3. Mr. Chatur C. Patel Independent Director 4. Miss Arati G. Salve Additional Director Mr. Abdul Razak Dhanani, Managing Director, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of section 152 of Companies Act, 2013 and being eligible, offers himself for reappointment. SEBI mandate to appoint at least one woman as director, subsequently, the Board of Director of the Company has, on the recommendation of Audit Committee, appointed Miss Arati G. Salve, Additional Director w.e.f. 28th March 2015, in category of Independent Director. Independent Directors have given declaration that they meet the criteria of Independence as provided in sub-section (6) of Section 149 of Companies Act, 2013. • Directors’ Responsibility Statement Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act, 2013, your Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The accounting policies had been selected and applied 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 on 31st March 2015 and of profit and loss of the Company for that period; c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company ad for preventing and detecting fraud and other irregularities; d) The annual accounts had been prepared on a going concern basis; e) Internal financial controls, to follow by the Company are duly laid down and these controls are adequate and were operating effectively. • Conservation of Energy, Technology Absorption and Foreign Exchange Earrings and Out Goes: As required by the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to Directors’ Report. (Refer Annexure-1) • Particulars of Employees: There are no employees in respect of whom particulars as required under Section 197 (12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to be disclosed in the Directors' Report. • Fixed Deposits: The Company has not invited or accepted any fixed deposits, covered under Chapter V of Companies Act, 2013 and hence no details pursuant to Rule 8(V) and 8(VI) of Companies (Accounts) Rules, 2014 are reported. • Insurance: All the properties and insurable interests’ of the Company have been adequately insured to the extent required. • Auditors: Members are requested to appoint Auditors to hold office until the conclusion of the next Annual General Meeting and fix their remuneration. The Company has received a letter from them to the effect that their appointment, if made, will be within the limits prescribed under Section 139, 141 and other applicable provisions of the Companies Act, 2013. The Auditors’ Report to the Shareholders for the Year under review does not contain any qualification, reservation or adverse remark or disclaimer. • Secretarial Audit: The Secretarial Auditors, M/s. GG & Associates, Company Secretaries, has issued Secretarial Audit Report for the Financial Year 2014-2015 pursuant to Section 204 of the Companies Act, 2013, does not contain any qualification, reservation or adverse remark or disclaimer. • Annual Return: The Extract of Annual Return is annexed to Directors’ Report. (Refer Annexure-2). • Corporate Governance: In terms of provisions of clause 49 of the listing agreement with Stock Exchange, a separate section titled “Corporate Governance” is attached here in as Annexure-3. • Listing of Shares: The equity shares of the Company are listed at Bombay Stock Exchange Limited, i.e. BSE, Mumbai. • Particulars of Loans, investment and Guarantees: Details of investment made and loans advances by the Company have been given in notes to Financial Statement. The Company has not given any guarantee pursuant to the provision of Section 186 of Companies Act, 2013. • Related Party Transactions: The Company has entered into Contract/arrangements with the related parties in the ordinary course of business and on arm’s length basis. Thus provisions of Section 188(1) of the Act are not applicable. • Nomination and Remuneration Committee: The Board of Directors of the Company has constituted Nomination and Remuneration Committee under chairman ship of Mr. Yunus R. Memon, an Executive Director of the Company. The Board of Directors of the Company has approved the Nomination and Remuneration (NRC) Policy which inter-alia contains appointment criteria, qualification, positive attributes and independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management. • Risk Management Committee: The Board of Directors of the Company has Constituted a Risk Management Committee under chairman ship of Mr. Chatur C. Patel, Independent Director to assess risks in the operations of business of the Company, to mitigate and minimize risks assessed in the business activities, episodic monitoring of risks in the operation of business and other matters delegated to the Committee by Board of Directors of the Company from time to time. The Board of Directors of the Company has also approved the Risk Management Policy. The Objective of the Policy is to support the Board of Directors through the Risk Management Committee (RMC) in supervision the Company’s risk management systems, practices and procedures. • Whistle Blower Policy: The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and the code of conduct. • Stakeholder Relationship and Grievance Committee: Pursuant to the provision of Companies Act, 2013 and amended Clause 49 of Listing Agreement, Stakeholder Relationship and Grievance Committee has been constituted by Board of Director under the chairman ship of Miss. Arati Salve, Additional Director of Company, which is annexed to Corporate Governance Report. (Refer Annexure-4) • Audit Committee: Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Audit Committee of the Board has been constituted under Chairman ship of Mr. Abdul Razak Dhanani, which is annexed to Corporate Governance Report. (Refer Annexure-5) • Performance Evaluation of Chairman, Directors, Board and Committees: The evaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the following parameters: a) Directors pass an autonomous judgment on the Board’s discussion utilizing his understanding and experience. b) Directors exhibit alertness and concerns about norms. c) Directors put in new ideas/insights on business issues. d) Directors be hopeful of and facilitate planning on new issues. e) The Board/Committee meetings are conducted in a manner which aid open discussion and healthy debates on all key outlines. f) The Board receives adequate and timely information to enable discussion/decision making. g) The Board addresses interest of all stakeholders of the Company. h) The Committee is delivering on the defined objective and has the right composition to deliver its objective. The performance assessment of Chairman, Directors, Board and Committees was undertaken by the Nomination and Remuneration Committee for the year under review. • Familiarization Program for Independent Directors: The Company has practice of conducting familiarization program of the Independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report. • Adequacy of Internal Financial Controls: Your Company’s internal financial control systems are commensurate with nature, size and complexity of the business and operations. These are routinely tested and certified by statutory as well as internal auditors. Significant audit observation and the follow up action are reported to the Audit Committee. • Dematerialization of Shares: The Company has signed an agreement with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). All the Valued Shareholders of the Company are requested to dematerialize their holding to take benefit of the transactions. • Acknowledgement: Your Directors acknowledge the continued co-operation and assistance received from the state and central government authorities and company's bankers, customers, vendors, investors and all other stake holders during the year. Your Directors express their sincere appreciation and gratitude for the whole hearted contribution made by employees at all level who through their capability and hard work have enable your company attain good performance during these difficult times and look forward to their support in future as well. IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Corporate Affairs has taken “Green Initiative in the Corporate Governance” by allowing paperless compliance by the companies and has issued circulars stating that service of notice/documents including Annual Reports can be sent by E-mail to its members. This will also ensure prompt receipt of Communication and avoid loss in postal transit. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses by sending email to mpagroindustries@gmail.com with subject as “E-mail for Green Initiative” mentioning their Folio no./Client ID. Members holding shares in electronic form may register/update their e-mail addresses with the Depository through their concerned Depository Participant(s). For and on behalf of the Board YUNUS R. MEMON Director Bhopal, May 30th, 2015 |