| Dear Shareholders,
The Directors are pleased to present the 33rd Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your
Company for the year ended 31st March, 2015.
The Financial highlights for the year under review are given below:
FINANCIAL RESULTS
(Rs. in lacs)
Particulars 31st March, 2015 31st March, 2014
Income 113.71 92.48
Less: Expenses 73.28 63.23
Profit before Depreciation &
Taxation 40.43 29.25
Less:
Depreciation 27.56 21.81
Profit before
Taxation 12.87 7.44
Less:
Taxation 4.31 1.24
Add: Deferred
Tax (4.03) (1.23)
Less: Taxation for earlier
year 0 0.61
Net
Taxation 0.28 0.62
Profit after
Taxation 12.59 6.82
Balance as per last Balance
Sheet 583.83 577.01
Less: Depreciation in respect
of assets whose useful life is
over 9.98 0
Add: Transfer from General
Reserve 9.98 0
Balance carried to Balance Sheet 596.42 583.83
OPERATIONS
The Total Income for the financial year under review is Rs. 113.71 lacs
against Rs. 92.48 lacs in previous year. The Net Profit generated by
the Company during the year under review is Rs. 12.59 lacs as compared
to Rs. 6.82 lacs during the previous year.
DIVIDEND AND TRANSFER TO RESERVE
Due to requirement of funds for the existing business activities, your
directors do not propose to declare any dividend for the financial year
2014-2015. Hence there has been no transfer to Reserves during the
financial year 2014-2015.
PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor
accepted any deposits from public.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the
year under review.
SHIFTING OF REGISTERED OFFICE
The Company has shifted its registered office to Room No. 407, 4th
Floor of premises No. 4, Clive Row, Kolkata - 700001 w.e.f 05th
January, 2015 for better accommodation.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant accounting principles and also complies
with the accounting standards issued by The Institute of Chartered
Accountants of India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 25/08/2014, the
Members had approved the terms of appointment of Mr. Hanuman Ma! Singhi
upto (28/05/2017), Mr. Netra Bahadur Ranabhat (12/11/2018), Mrs.
Chanderkala Devi Lakhotia (five years upto the conclusion of thirty
Seven Annual General Meeting) as Independent Directors of the Company.
Mr. Rahul Anand Fulfagar retires by rotation and being eligible has
offered himself for re-appointment.
During the year, the Non-executive Director of the company had no
pecuniary relationship or transaction with company.
The Company has been appointed Mr. Ganga Sahai as a Chief Financial
Officer with terms, pursuant to the provisions of Section 203 of the
Companies Act, 2013 along with applicable Rules and requirements of the
Listing Agreement of the Stock Exchanges with effect from 31/03/2015.
Ms. Kapila Tanwar, Member of The Institute of Company Secretaries of
India has been appointed as Company Secretary (Key Managerial
Personnel) cum Compliance Officer of the Company w.e.f 11/08/2015
pursuant to Section 203 and other applicable provisions of the
Companies Act, 2013, in place of Ms. Kavita Dhanerwal, Company
Secretary cum Compliance Officer of the Company who has resigned due to
her pre -occupation on11/08/2015.
The Notice convening the Annual General Meeting includes the proposals
for appointment / re-appointment of the Directors. Brief resumes of the
Directors proposed to be appointed / re-appointed have been provided as
an Annexure to the Notice convening the Annual General Meeting.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Director's appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Companies Act, 2013 has been disclosed in the
Corporate Governance Report, which forms the part of the Directors
Report.
REMUNERATION OF THE KEY MANAGERIAL PERSONNEL
Mr. Bharat Kumar Sah (Whole Time Director) has received remuneration of
Rs. 290500/- during financial year 2014- 2015.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
The Company has not employed any employees whose remuneration falls
within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013 with respect to the Directors responsibility statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any;
(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 at the end of the financial year 31st March, 2015 and of
the profits of the Company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) that the annual accounts have been prepared on a going concern
basis;
(v) that Directors have laid down internal financial controls to be
followed by the Company and such Internal Financial Controls are
adequate and operating effectively;
(vi) that Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws we're and that such systems
and were adequate and operating effectively.
AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of
Independent Directors including Chairman. They possess sound knowledge
on Accounts, Audit, Finance, Taxation, Internal Controls etc. The
details of the Composition of the Audit Committee are given in the
Corporate Governance Report. The details pertaining composition of
Audit Committee are included in the Corporate Governance Report.
The Company Secretary of the Company acts as Secretary of the
Committee.
During the year, there are no instances where the Board had not
accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY
The Company has duly constituted Nomination and Remuneration Committee
to align with the requirements prescribed under Section 178 of the
Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.
The Company's policy appointment and remuneration and other matter
provided in Section 178(3) of the Companies Act, 2013 has been
disclosed in the Corporate Governance Report, which part of the
director's report.
RISK MANAGEMENT
The Board of the Company has formed a Risk Management Committee to
frame implement and monitor risk management plan for the Company. The
Committee is responsible for reviewing the risk management and ensuing
its effectiveness. The Audit Committee has additional oversight in the
area of financial risks control. Major risk identified by the business
and function are systematically addressed through mitigating actions on
a continuing basis.
NO OF MEETING OF THE BOARD
During the year, 7 (seven) Board Meetings were convened and held.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134 (3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March, 2015 made under the provisions of Section 92 (3) of the Act in
Form MGT-9 is annexed herewith as "Annexure A".
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have given declaration that they meet the
criteria of Independence as laid down U/S 149(6) of the Companies Act,
2013 and Clause 49 of the Listing Agreement entered into with Stock
Exchange(s) so as to qualify themselves to be appointed as Independent
Directors.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 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 various Committees.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out
by the entire Board.
The performance evaluation of the Chairman and Non-independent
Directors was carried out by the Independent Directors at their
separate Meeting.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors has adopted the Whistle Blower policy. The
policy has provided a mechanism for director employees and other
persons dealing with the Company to report to the Chairman of the Audit
Committee any instances of unethical behavior actual or suspended
framed or violation of the code of conduct of the Company .
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable. However, the
Company has made investments in earlier years, details of which are
given in the Financial Statements.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review and hence, enclosing of Form AOC-2 is not required.
The Company has developed a Related Party Transactions Policy for the
purpose of identification and monitoring of such type of transactions.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate
Company.
AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
At the Annual General Meeting held on 25/08/2014, M/s Mohindra Arora &
Co., Chartered Accountant, were appointed as Statutory Auditors of the
Company to hold office till the conclusion of Annual General Meeting to
be held in the calendar year 2018. In terms of the first proviso to
Section 139 of the Companies Act, 2013, the appointment of the Auditors
is to be placed for ratification at every Annual General Meeting.
Accordingly the appointment of M/s Mohindra Arora & Co., Chartered
Accountant, as Statutory Auditors of the Company is placed for
ratification by the Shareholders. In this regard the Company has
received a Certificate from the Auditors to the effect that if they are
appointed it would be in accordance with the provision of Section 141
of the Companies Act, 2013.
The Report given by the Statutory Auditors for the Financial Statements
for the year ended 31st March, 2015 read with explanatory notes thereon
do not call for any explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
2. Secretarial Auditor & her Report:
Ms. Kavita Thaker, Practicing Company Secretary was appointed to
conduct Secretarial Audit of the Company for the financial year 2014-15
as required under Section 204 of the Companies Act, 2013 and the Rules
there under. The Secretarial Audit report for the financial year
2014-15 forms part of the annual report as "Annexure B" to the Boards
Report. The said report does not contain any observation or
qualification requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
3. Internal Auditor
The Board has appointed M/s S. R. Ghedia & Associates, Chartered
Accountants as Internal Auditors of the Company for Financial Year
2014-2015 under provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts) Rules, 2014 as
recommended by Audit Committee.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.
Based on the report of Internal Audit function, corrective action are
undertaken in the respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges. A separate report on Corporate
Governance and a Certificate from M/s. Mohindra Arora & Co., Statutory
Auditors, regarding compliance with the conditions of Corporate
Governance is given in a separate section and forms part of the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion & Analysis Report for the year
under review is given below :
Sales and Profitability
The current year was a challenging year for your Company. The Company
is trading in agricultural commodities and its allied products. The
Company has managed to maintain a growth trajectory in its financial
performance in the current year.
Marketing and Market Environment
The world is witnessing a new trend wherein developing countries like
India, China, Brazil & other emerging markets are driving the global
economy with their rising domestic consumption patterns. This sustained
increase in consumption has led to investment analysts realizing the
growth potential of a new asset class namely Commodities.
Commodities have also evolved as an asset class with the development of
various commodity future indices. The performance of commodities as an
asset class is usually measured by the returns on a commodity index,
such as the Rogers international Commodity Index (RICI), which tracks
the return in 36 different commodity products. In the last 9 years, the
RICI Index has given compounded annualized returns of 18.31% as
compared to 17.22% returns given by BSE SENSEX.
Future Prospects and Government Policy
India is set to emerge as the world's fastest-growing major economy by
2015 ahead of China, as per the recent report by The World Bank.
India's Gross Domestic Product (GDP) is expected to grow at 7.5 per
cent in 2015.
The improvement in India's economic fundamentals has accelerated in the
year 2015 with the combined impact of strong government reforms, RBI's
inflation focus supported by benign global commodity prices.
India's economy has witnessed a significant economic growth in the
recent past, growing by 7.3 per cent in 2015 as against 6.9 per cent in
2014. The size of the Indian economy is estimated to be at Rs. 129.57
trillion (US$ 2.01 trillion) for the year 2015 compared to Rs. 118.23
trillion (US$ 1.84 trillion) in 2014.
Risk and Concerns
The Company is consolidating its existing operations and the Company
has not taken is no new project in Company. The government policy will
address the widening demand-supply gap in food grain production.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The statement of particulars under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014
regarding conservation of energy, technology absorption and Foreign
Exchange Earnings and outgo are given below:
a) Your Company has not consumed energy of any significant level.
Accordingly, no measures were taken for energy conservation and no
investment is required to be for reduction of energy consumption.
b) No comment is made on technology absorption, considering the nature
of activities undertaken by your Company during the year under review.
c) No Expenditure has been made for research and development during the
year under review.
d) There were no Foreign Exchange earnings or out go during the year
under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
this financial statement relate on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's
operations in future. However, the Court and /or CLB imposed the
nominal fine to Directors and Key Managerial Personnel against certain
cases issued by the Ministry of Corporate affairs and same has been
disposed of and in spite of that some cases are still under process for
disposal.
LISTING OF SHARES
The Equity Shares of your Company are listed with The Calcutta Stock
Exchange Ltd. and are also traded under permitted category at BSE
Limited. Listing fees has already been paid in pursuance to Clause 38
of the Listing Agreement.
SHARES
The Company has neither issued shares & Securities or any other
instruments nor any corporate benefits during the year under review.
HRD INITIATIVES
Human Resources Development envisages the growth of the individual in
tandem with the organization. It also aims at the up-liftmen of the
individual by ensuring an enabling environment to develop capabilities
and to optimize performance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013.
There were no cases filed pursuant to the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor information such as financial
results, investor presentations, press releases, new launches and
project updates are made available on the Company's website
www.mavensbiotech.com on a regular basis.
CODE OF CONDUCT
As prescribed under Clause 49 of the Listing Agreement, a declaration
signed by Whole Time Director affirming compliance with the Code of
Conduct by the Directors and Senior Management Personnel of the Company
for the financial year 2014-15 forms part of the Corporate Governance
Report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and thankful
acknowledgement for valuable assistance the Company received from all
Lending Bankers.
By Order of the Board
For Mavens Biotech Limited
Place : Kolkata
Date : 20/08/2015 Bharat Kumar Sah
(Whole Time Director | 