To the Members,
The Directors are pleased to submit the Annual Report of your Company along with the
Audited Financial Statements for the Financial Year (FY) ended 31stMarch, 2023.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous
year's figures is given hereunder:
|
31/03/2023 |
31/03/2022 |
Particulars |
(Rs. In Lakhs except EPS) |
(Rs. In Lakhs except EPS) |
Profit before tax |
8.83 |
8.15 |
Current tax expense |
2.30 |
1.79 |
Deferred tax expense |
- |
- |
Profit/Loss for the period from continuing operations |
6.54 |
6.36 |
Profit/Loss from discontinuing operations |
0 |
0 |
Profit/Loss transferred/adjusted to General Reserve |
0 |
0 |
Basic earnings per equity share |
0.16 |
0.15 |
Diluted earnings per equity share |
0.16 |
0.15 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company has various ongoing projects in hand as mentioned below:
e) “Ramkrishna” at 10th Road, Khar West, Mumbai 400 052
Status: Construction completed uptill G+2 podiums + 12th habitable floor as
on 20th August, 2022 (about 90% of the Work is completed)
f) “Chandrakiran” at 11th Road, Khar West, Mumbai 400 052
Status: Construction completed uptill G+12th habitable floor as on 20th
August, 2022.
Upcoming projects:
1) “Sejal”, off Devidayal Road, Mulund West, Mumbai 400 080
2) In Negotiation with a Society for the construction of their Self
Redevelopment Project at MAHIM
3) Signed MOU with Plot Owners for Joint Venture Project at Khar west.
3. DIVIDEND
No Dividend was declared for the current financial year due to losses.
4. TRANSFER TO RESERVE:
The Company does not propose to transfer any amount to the General Reserves. However,
Company has transferred entire Profit to the Reserve and Surplus.
5. THE CHANGE IN NATURE OF BUSINESS, IF ANY:
There was no change in business of the Company during the period under review.
6. 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
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 to which this financial statement relate
and the date of the report.
7. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
Foreign Exchange Earnings |
NA |
Foreign Exchange outgo |
NA |
Energy Absorption |
NA |
A. the steps taken or impact on conservation of energy: NA
B. the steps taken by the Company for utilizing alternate source of energy: NA C. the
Capital investment on energy conservation equipments: NA Technology Absorption: NA
A. the efforts made towards technology absorption: NA
B. the benefits derived like product improvement, cost reduction, product development
or import substitution: NA
C. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year): NA
a) the details of technology imported: NA
b) the year of import: NA
c) whether the technology been fully absorbed: NA
d) the expenditure incurred on Research and Development: NA
8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY
The Company has a Risk Management Policy however the elements of risk threatening the
Company's existence are very minimal.
9. 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.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review form part of the Notes to Financial
Statements provided in the Annual Report.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no contracts or arrangements made with related parties pursuant to Section
188 of the Companies Act, 2013, during the year under review.
12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report. The Secretarial Audit Report received from M/s. Sandeep P. Parekh & Co,
Company Secretaries is annexed herewith as “Annexure - II”.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration and evaluation criteria for performance of
Independent Directors.
14. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure -
I and attached to this Report.
15. MEETING OF BOARD AND COMMITTEES OF DIRECTORS
During the year 5 Board Meetings, 4 Audit Committee Meetings, 2 Nomination &
Remuneration Committee Meetings and 1 Stakeholders Relationship Committee Meetings were
convened and held. The details of the same along with other Committee of Bothe ard are
given below. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
The Company has complied with the requirements of Applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the
Composition of the Board.
None of the Independent Directors have any material pecuniary relationship or
transactions with the Company.
Necessary disclosures regarding composition of the Board, category, attendance of
Directors at the Board Meetings and last Annual General Meeting, number of other
Directorship and other Committee Memberships are given below:
Name of Directors |
Category |
No. of Board |
No. of Directorshi |
Attendanc e |
No. of Committee positions held in other |
|
|
Meeting s attende d |
ps held in other Companies |
at last AGM |
Companies Chairman of Committee |
Memb er of Comm ittee |
Mahesh Ratilal Sapariya |
Managing Director |
5 |
NIL |
Yes |
NIL |
NIL |
*Pinkesh Hasmukhlal Upadhyay |
Non- Executive Independent Director |
5 |
NIL |
No |
NIL |
NIL |
Jayram Sunderdas Mulchandani |
Non- Executive Independent Director |
5 |
NIL |
No |
NA |
NA |
Nikunj Shah |
Executive Director |
5 |
NIL |
Yes |
NA |
NA |
Ratilal Ambabhai Sapariya |
Executive Director |
5 |
NIL |
Yes |
NIL |
NIL |
Jalpa Mahesh Sapariya |
Non- Executive Director (Women Director) |
5 |
NIL |
Yes |
NA |
NA |
*Resigned w.e.f 10th August, 2023.
The Company had 5 Board meetings during the financial year under review.
Date of Board Meeting |
Board Strength |
Directors Present |
30.05.2022 |
Mahesh Ratilal Sapariya |
Mahesh Ratilal Sapariya |
|
Pinkesh Hasmukhlal Upadhyay |
Pinkesh Hasmukhlal Upadhyay |
|
Jayram Sunderdas Mulchandani |
Jayram Sunderdas Mulchandani |
|
Nikunj S Shah |
Nikunj S Shah |
|
Ratilal Ambabhai Sapariya |
Ratilal Ambabhai Sapariya |
|
Jalpa Mahesh Sapariya |
Jalpa Mahesh Sapariya |
08.06.2022 |
Mahesh Ratilal Sapariya |
Mahesh Ratilal Sapariya |
|
Pinkesh Hasmukhlal Upadhyay |
Pinkesh Hasmukhlal Upadhyay |
|
Jayram Sunderdas Mulchandani |
Jayram Sunderdas Mulchandani |
|
Nikunj S Shah |
Nikunj S Shah |
|
Ratilal Ambabhai Sapariya |
Ratilal Ambabhai Sapariya |
|
Jalpa Mahesh Sapariya |
Jalpa Mahesh Sapariya |
10.08.2022 |
Mahesh Ratilal Sapariya |
Mahesh Ratilal Sapariya |
|
Pinkesh Hasmukhlal Upadhyay |
Pinkesh Hasmukhlal Upadhyay |
|
Jayram Sunderdas Mulchandani |
Jayram Sunderdas Mulchandani |
|
Nikunj S Shah |
Nikunj S Shah |
|
Ratilal Ambabhai Sapariya |
Ratilal Ambabhai Sapariya |
|
Jalpa Mahesh Sapariya |
Jalpa Mahesh Sapariya |
14.11.2022 |
Mahesh Ratilal Sapariya |
Mahesh Ratilal Sapariya |
|
Pinkesh Hasmukhlal Upadhyay |
Pinkesh Hasmukhlal Upadhyay |
|
Jayram Sunderdas Mulchandani |
Jayram Sunderdas Mulchandani |
|
Nikunj S Shah |
Nikunj S Shah |
|
Ratilal Ambabhai Sapariya |
Ratilal Ambabhai Sapariya |
|
Jalpa Mahesh Sapariya |
Jalpa Mahesh Sapariya |
10.02.2023 |
Mahesh Ratilal Sapariya |
Mahesh Ratilal Sapariya |
|
Pinkesh Hasmukhlal Upadhyay |
Pinkesh Hasmukhlal Upadhyay |
|
Jayram Sunderdas Mulchandani |
Jayram Sunderdas Mulchandani |
|
Nikunj S Shah |
Nikunj S Shah |
|
Ratilal Ambabhai Sapariya |
Ratilal Ambabhai Sapariya |
|
Jalpa Mahesh Sapariya |
Jalpa Mahesh Sapariya |
NUMBER OF AUDIT COMMITTEE MEETINGS
Sr. No. |
Date |
Committee Strength |
No. of Committee Members Present |
1. |
30.05.2022 |
3 |
3 |
2. |
10.08.2022 |
3 |
3 |
3. |
14.11.2022 |
3 |
3 |
4. |
10.02.2023 |
3 |
3 |
The details of the composition of the Committee and attendance of the members at the
meetings are given below:
Name of Director |
No. of Committee Meetings Held |
No. of Committee Meetings Attended |
Mr. Jayram Mulchandani Chairman (Non-Executive & Independent
Director) |
4 |
4 |
Mr. Pinkesh Upadhyay Member (Non-Executive & Independent
Director) |
4 |
4 |
Mr. Mahesh Ratilal Sapariya - Member (Managing Director) |
4 |
4 |
The Audit Committee meetings were attended by the other Directors & Chief Financial
Officer. The representatives of the Statutory Auditors were also invited to the meeting.
The detail of other committee meetings is as follows
NOMINATION AND REMUNERATION COMMITTEE
During the financial year there were one meeting held on 08.06.2022 & 10.02.2023
details of attendance of the members at the meetings are given below:
Name |
No. of Committee Meetings Held |
No. of Committee Meetings Attended |
Mr. Jayram Mulchandani Chairman (Non-Executive & Independent
Director) |
2 |
2 |
Mr. Pinkesh Upadhyay Member (Non-Executive & Independent
Director) |
2 |
2 |
Mrs. Jalpa Mahesh Sapariya Member (Non-Executive Women Director) |
2 |
2 |
Salient Features of Nomination and Remuneration policy:
The objective of the policy is to ensure that
The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company successfully;
Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and Remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.
Further, Nomination and Remuneration Policy of the Company is available on the website
of the Company at https://www.maheshdevelopers.com/investor-corner
SHAREHOLDER RELATIONSHIP COMMITTEE
During the financial year there was one meeting held 10.02.2023. Details of attendance
of the members at the meetings are given below:
Name |
No. of Committee Meetings Held |
No. of Committee Meetings Attended |
Mrs. Jalpa Mahesh Sapariya Chairperson (Non- Executive Women
Director) |
1 |
1 |
Mr. Pinkesh Upadhyay Member (Non-Executive & Independent
Director) |
1 |
1 |
Mr. Jayram Mulchandani Member (Non-Executive & Independent
Director) |
1 |
1 |
16. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the
said committee consist of 3 (Three) Independent Directors, which are as follows:
1. |
Mr. Jayram Mulchandani |
- Chairman (Non-Executive & Independent Director) |
2. |
Mr. Pinkesh Upadhyay |
- Member (Non-Executive & Independent Director) |
3. |
Mr. Mahesh Sapariya |
- Member (Managing Director) |
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any. The objective of the Policy is to explain and encourage
the directors and employees to raise any concern about the Company's operations and
working environment, including possible breaches of Company's policies and standards or
values or any laws within the country or elsewhere, without fear of adverse managerial
action being taken against such employees.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
a. in the preparation of the annual accounts for the year ended on 31st
March 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures; b. 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 at the end of the financial year 31st March, 2023 and of the Profit of the company
for that period; c. the directors had 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 had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively. f. internal financial controls to be followed by the company had been laid
down and that such internal financial controls are adequate and were operating
effectively. g. the directors have complied with the provisions of applicable Secretarial
standards.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint Ventures / Associate Companies.
19. DIRECTORS & KEY MANAGERIAL PERSONAL
Following were the changes that took please in the constitution of the Board of
Directors of the Company during the year under review:place
Sr. No. |
Name |
Type of Change |
Designation |
Date |
1. |
CS Shilpi Bain |
Appointment |
Company Secretary & Compliance Officer |
08.06.2022 |
20. DISQUALIFICATIONS OF DIRECTORS, IF ANY:
None of the Directors on the Board of the Company are disqualified pursuant to the
provisions of Section 164 or Schedule V Part II of the Companies Act, 2013.
21. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Company has complied with the criteria as per the provisions of Section 149 (6)
Companies Act, 2013 for Independent Directors.
23. STATUTORY AUDITORS
M/S. BHAIRAVI GALA & ASSOCIATES, Chartered Accountants, are appointed as the
statutory auditors of the Company in the Annual General Meeting held on 21st
September, 2019 for a period of for a period of 5 years till the Conclusion of the Annual
General Meeting to be held in the year 2024.
The Company has received a certificate from the above Auditors to the effect that if
they are re-appointed, it would be in accordance with the provisions of Section 141 of the
Companies Act, 2013
24. SHARES
1. SHARE CAPITAL
There is no change in the share capital of the company during the year under review.
2. BUY BACK OF SECURITIES
The Company has not bought back any shares during the year under review.
3. SWEAT EQUITY
The Company has not issued any Sweat Equity shares during the year under review.
4. BONUS SHARES
No Bonus Shares were issued during the year under review.
5. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option scheme to the employees.
6. DEMATERIALISATION
The shares of the Company were in physical form and CDSL and NSDL has admitted for
depository services. The ISIN is: INE01MO01013.
25. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
Report and Financial Statements are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available for inspection by
the Members at the Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company in this
regard.
26. THE 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
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.
27. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENT
The Company is having an adequate internal financial control policy.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. The following is a summary of sexual harassment
complaints received and disposed off during the financial year ended 31st March,
2023:
No. of complaints received: NIL No. of complaints disposed off: NA
29. STATE OF COMPANY'S AFFAIRS
There were no changes in the Company's business operations during the year under
review.
30. THE CHANGE IN NATURE OF BUSINESS, IF ANY:
There was no change in business of the Company during the period under review.
31. CORPORATE GOVERNANCE
The Company's Paid up Capital and Networth do not exceed the prescribed limits as on
the Financial year 2021-2022 and the provisions of corporate governance as specified in
Regulation 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) of
sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR)
Regulation, 2015 is not applicable on the Company.
32. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and
its business is given in the Management's Discussion and Analysis Report which forms a
part of this report.
33. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
No Independent Directors appointed during the year under review. Further, in the
opinion of the Board, the Independent Directors of the Company possess the requisite
integrity, expertise and experience as required by the Company.
34. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
No such process was initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC).
35. DETAILS OF ONE TIME SETTLEMENT
The provision of details and disclosure of One Time settlement is not applicable to the
Company, therefore disclosure of the details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is also not applicable.
36. COST RECORDS
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not
applicable to the Company.
37. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|
Sd/- |
Sd/- |
|
MAHESH SAPARIYA |
JALPA SAPARIYA |
|
Managing Director |
Director |
|
DIN: 00414104 |
DIN: 07918214 |
Date: 22.06.2023 |
|
|
Place: Mumbai |
|
|
