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Mehai Technology Ltd.

Directors Report

BSE: 540730ISIN: INE062Y01012INDUSTRY: Electronics - Equipment/Components

BSE   Rs 27.14   Open: 27.95   Today's Range 27.02
28.90
-0.80 ( -2.95 %) Prev Close: 27.94 52 Week Range 14.41
36.36
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 29.07 Cr. P/BV 2.16 Book Value (Rs.) 12.57
52 Week High/Low (Rs.) 36/14 FV/ML 10/1 P/E(X) 56.54
Bookclosure 10/09/2023 EPS (Rs.) 0.48 Div Yield (%) 0.00
Year End :2018-03 

DIRECTORS' REPORT

To,

The Members,

The Directors have presented their 5th Annual Report together with Statement of accounts of your Company for the Year ended on March 31, 2018.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year figures is given hereunder:

(Rs. In Lakh)

Particulars

2017-18

2016-17

Revenue from Operations

535.98

522.35

Other Income

32.86

0.02

Profit before Depreciation and Taxation

29.76

44.22

Depreciation

(12.59)

(0.98)

Provision for Taxation :

(i)Current Income Tax

(3.45)

(8.26)

(ii) Deferred Tax

(3.47)

(4.33)

Profit after Income Tax

10.25

30.66

2. FINANCIAL REVIEW:

The Company has reported total income of Rs. 568.85 Lakh for the current year as compared to Rs. 522.37 Lakh in the previous year. The Net Profit for the year under review amounted to Rs. 10.25 Lakh in the current year as compared to Rs. 30.66 Lakh in the previous year.

3. DIVIDEND AND RESERVES:

Your Directors recommend the payment of dividend of Rs. 0.05 per equity shares of face value of Rs. 10/each for the year ended on 31st March, 2018. Further company has not transferred any amount to the reserves in the current year.

4. BONUS ISSUE:

Your director's recommends the issue of Bonus Shares in the ratio of one equity shares of Rs. 10/-each for every one existing equity shares of Rs. 10/- each of the Company held by the Members on date to be fixed by the Board, by capitalizing a part of Free Reserves. The proposed issue of bonus shares is subject to the consent of shareholders at the forthcoming AGM. The bonus shares shall rank pari passu in all respects with the existing fully paid up equity shares of the Company, including any dividend that may be declared for the financial year in which the bonus shares are allotted. The dividend declared for the year ended March 31, 2018 shall not be applicable on the Bonus Shares.

5. CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

The members of the Company at the Annual General Meeting held on 12 th June, 2017 passed a special resolution for conversion of the Company from private limited company to public limited company. Subsequently, the Registrar of Companies, Chennai issued a fresh certificate of incorporation dated 29th June, 2017 certifying the conversion of Company into public limited company and that the name of the Company was changed from 'Mehai Technology Private Limited' to 'Mehai Technology Limited'.

6. INITAIL PUBLIC OFFERING (IPO)

During the year under review, your Company came up with a public issue of 15,00,000 equity shares of Rs. 10/- each at a premium of Rs. 30/- per share aggregating to the total issue size of Rs. 6,00,00,000/-. Subsequently the shares of the Company have been listed on SME platform of BSE Limited on 9th October, 2017.

7. USE OF PROCEEDS

The proceeds from the Issue of the Company vide prospectus dated 6th September, 2017 have been utilized / are in process of utilization for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

8. AMENDMENT IN OBJECT CLAUSE OF THE COMPANY:

During the year under review, the Object Clause of the Company has been changed by the Board in their meeting held on 12th February, 2018, approved by the Shareholders vide a Postal Ballot dated 17th March, 2018.

9. CORPORATE OFFICE OF THE COMPANY:

During the year under review, to carry commercial operation in the state of Gujarat, the Company maintained corporate office at “Harmony Icon” Office No. 411, Situated at Fourth Floor, Thaltej, Ahmedabad with effect from 1st March, 2018.

10. SHARE CAPITAL Authorized Share Capital

- Authorized Share Capital of the Company is increased through Extra-Ordinary General Meeting held on 15thApril, 2017 by passing Special Resolution of Members from Rs. 25,00,000/- (Rupees Twenty Five Lakh only) divided into 2,50,000 (Two Lakh Fifty Thousand only ) Equity Shares of Rs. 10/-(Rupees Ten only) each to Rs. 6,00,00,000,/- (Rupees Six Crore Only) divided into 60,00,000(Sixty Lakh Only ) equity shares of Rs.10/- (Rupees Ten only).

- In order to facilitate the capitalisation of the Free Reserves to the extent of issue of bonus shares, the authorized share capital of the Company is proposed to be increased from Rs. 6,00,00,000,/-(Rupees Six Crore Only) divided into 60,00,000(Sixty Lakh) equity shares of Rs. 10/- (Rupees Ten only) each to Rs.11,00,00,000 (Rupees Eleven Crore Only) divided into 1,10,00,000(One Crore and Ten Lakh) equity shares of Rs. 10/- (Rupees Ten only)

Issued, Subscribed and Paid-up Share Capital - Preferential Issue:

The Paid up Share Capital of the Company as on 31st March, 2017 was Rs. 8,50,000/- (Eight Lakh and Fifty Thousand Only). During the year under review, on 21st April, 2017 Company has allotted 12,00,000/-(Twelve Lakh Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each for cash and at a premium of Rs. 40/-(Rupees Forty Only) on preferential basis through private placement.

- Bonus Issue:

On 16th June, 2017 Company has allotted 25,70,000 (Twenty Five Lakh and Seventy Thousand) equity shares of Rs. 10/- (Rupees Ten only) each fully paid up in the ratio of 2 Equity share for Every 1 Equity Share each by capitalized Securities Premium Account.

- Initial Public Offering:

The Company has allotted 15,00,000/- (Fifteen Lakh Only) equity shares of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 30/- (Rupees Thirty only) per share aggregating to the total issue size of Rs. 6,00,00,000/- through IPO.

At Present the Issued, Subscribed and Paid-up Share Capital is Rs. 5,35,50,000/- (Five Crore Thirty Five Lakh and Fifty Thousand Only) divided into 53,55,000 (Fifty Three Lakh and Fifty Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each.

11. NUMBER OF BOARD MEETINGS:

During the year under review, the Board of Directors duly met 15 (Fifteen) times.

Details of Board meetings for the year under review are tabulated hereunder:

Sr. No.

Date of Board Meetings

Sudhir Ostwal* (Chairman and Managing Director)

Shalini Jain ** (Non Executive Director)

Piyush Kansal*** (Non Executive and Independent Director)

Shahul Pasith Ibrahim Hameed **** (NonExecutive and Independent Director)

Gaurav Kimtani ***** (NonExecutive and Independent Director)

Vignesh Thiruvika (NonExecutive and Independent Director)

1.

21/04/2017

S

S

x

x

x

x

2.

16/05/2017

S

S

x

x

x

x

3.

17/05/2017

S

x

S

x

x

x

4.

08/06/2017

S

S

S

x

x

x

5.

16/06/2017

S

S

S

S

x

x

6.

30/06/2017

S

S

S

S

x

x

7.

03/07/2017

S

S

S

S

x

x

8.

18/07/2017

S

S

S

S

x

x

9.

16/08/2017

S

S

S

S

x

x

10.

06/09/2017

S

S

S

S

x

x

11.

04/10/2017

S

S

S

S

x

x

12.

16/10/2017

S

S

S

S

x

x

13.

17/01/2018

S

S

S

S

x

x

14.

05/02/2018

S

S

x

S

x

x

15.

12/02/2018

S

S

x

S

S

x

TOTAL

15/15

14/14

12/12

14/14

1/1

0/0

*Mr. Sudhir Ostwal was appointed as Managing Director of the Company w.e.f 17th May, 2017

**Ms. Shalini Jain resigned from the post of Executive Director on 16th May, 2017 and appointed as a NonExecutive Director of the Company w.e.f 17th May, 2017

***Mr. Piyush kansal was appointed on the Board as an Additional Independent Director w.e.f 16th May, 2017 and resigned on 5 th February, 2018

****Mr. Shahul Pasith Ibrahim Hameed was appointed on the Board as an Additional Independent Director w.e.f 8th June, 2017

***** Mr. Gaurav Kimtani was appointed on the Board as an Additional Independent Director w.e.f 5th

February, 2018

****** Mr. Vignesh Thiruvika was appointed on the Board as an Additional Independent Director w.e.f 16th May, 2017 and resigned on 17th May, 2018

12. DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Apart from Changes as mentioned above, no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such order have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

15. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2018.

16. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:

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.

17. EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in the prescribed format is appended to this Report as annexure I.

18. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report is attached herewith as Annexure-II.

20. CORPORATE GOVERNANCE REPORT:

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence Corporate Governance Report is not required to be attached.

21. DEMATERIALISATION OF SHARES:

During the year under review, the Company has entered into the Tripartite Agreement with Both the depositories, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for providing Demat facility to shareholders. The Company has also appointed Big Share Services Private Limited as its Registrar and Transfer Agent. The Company ISIN is INE062Y01012

22. MEETING OF INDEPENDENT DIRECTORS:

- During the year under review, the Independent Directors met on 31st March, 2018 inter alia, to discuss Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

- Review of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

a. Declaration from Independent Directors:

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013.

b. Criteria for Appointment of Independent Directors:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company's business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended 31st March, 2018.

c. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspect of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

23. STATUTORY AUDITORS AND THEIR OBSERVATIONS:

M/s. Loonia & Associates Chartered Accountant was appointed as the Statutory Auditors of the Company dated 29th March, 2017 to fill the casual vacancy in place of Piyush Ostwal & Associates.

M/s. Loonia & Associates, chartered Accountants, Ahmedabad ( FRN:130883W) Shall hold the office from the conclusion this Annual General Meeting till 7th Annual General Meeting of the Company at a remunerations to be decided by the Chairman of the Company in consultation with the Auditors, be and is hereby ratified.

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors are as follows:

24. Auditors Report Regarding Company's Fixed assets:

I. On the basis of information and explanation given to us and on the basis of said verification, the Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets as required by the Act.

Board's Reply: The Company is maintaining the Fixed Assets Register as a Ledger in Accounting System only. However, the Company is in process of maintenance of Proper system for Records of Fixed Assets of the Company.

II. Auditors Report Regarding Company's Inventories:

As explained to us, the management has physically verified inventories during the year. In our opinion the frequency of verification is reasonable and the Company has not maintained proper item wise records of inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

Board's Reply: Company is in Process of Maintenance of Proper System. Company will take care that Proper Item wise records of inventories are maintained in future.

III. Auditors Report Regarding Company's Statutory Dues:

According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of goods and service tax with effect from July 1, 2017, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, sales tax, income tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. However, the Company had written off outstanding VAT Payable as an Income side of Profit & Loss account and squared off and merged all the other accounts.

Board's Reply: The Company has transferred outstanding dues as an Income and will pay as and when demand arises and company is of opinion that outstanding VAT payable was not to be actually paid.

25. INTERNAL AUDIT :

Your Company has appointed M/s Piyush Ostwal & Associates, Chennai as its Internal Auditor of the Company for the F.Y. 2017-18. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

M/s Piyush Ostwal & Associates was repointed in Board Meeting of the Company held on 28th May, 2018 for the F.Y. 2018-19. However, due to some pre-occupation M/s Piyush Ostwal & Associates, Chennai has resigned from the post of Internal Auditor of the Company for the Financial Year 2018-19 on 21st June, 2018.

26. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Ms. Pooja Gwalani, Practicing Company Secretary as Secretarial Auditor of the Company to undertake the Secretarial the Secretarial Audit for the financial year 2017-18. The Secretarial Audit report for the financial year 2017-18 issued by Ms. Pooja Gwalani, Practicing Company Secretary enclosed as Annexure III to this report. There were no qualifications or adverse mark in this report.

27. RELATED PARTY TRANSACTIONS:

During the year, there were no related party transactions. Therefore requisite details in form AOC - 2, is not required to be provided herewith.

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. Details of the same are given in the website of the Company i.e, www.mehaitech.com.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL, APPOINTMENT AND RESIGNATION

- Appointments and Re-appointment:

In accordance of the provision of section 152 of the Companies Act, 2013, Ms. Shalini Jain (DIN: 06743126)retires by rotation at the ensuing Annual General Meeting and being eligible in terms of section 164 of the Act and offer himself for re-appointment.

During the year under review Mr. Piyush Kansal (DIN: 07811521) was appointed as Additional Independent Director of the Company w.e.f, 16th May, 2017. He was regularized as Director in Annual General Meeting of the Company held on 12th June, 2017.

During the year under review Mr. Vignesh Thiruvika (DIN: 07823319) was appointed as Additional Independent Director of the Company w.e.f, 16th May, 2017

During the year under review Mrs. Rajendiran Kayalvizhi was appointed as Chief Financial Officer of the Company w.e.f, 17th May, 2017

During the year under the review Mr. Shahul Pasith Ibrahim Hameed (DIN: 07844225) was appointed as Additional Independent Director of the Company w.e.f 8th June, 2017. He was regularized as Director in Annual General Meeting of the Company held on 12th June, 2017.

During the year under the review Mr. Gaurav Kimtani (DIN: 08065665) was appointed as Additional Independent Director of the Company w.e.f 5th February, 2018. He was regularized as Director through postal ballot result of which was declared on 17th March, 2018.

During the year under the review Mr. Vinaykumar Jain was appointed as Company Secretary and Compliance Officer of the Company w.e.f 16th October, 2017.

- Change in Designation:

During the year under review, there is Change in designation of Mr. Sudhir Ostwal (DIN: 06745493) from the post of Director to Managing Director of the Company w.e.f 17th May, 2017.

During the year under review, Ms. Shailini Jain (DIN: 06743126) tendered her resignation from the post of Executive Director and Appointed as a Non-Executive Director of the Company w.e.f 17th May, 2017.

- Resignations:

Mr. Vignesh Thiruvika (DIN: 07823319) and Mr. Piyush Kansal (DIN: 07811521) has resigned from the Directorship on 17th May, 2017 and 5th February, 2018

Ms. Nisha Tolaram Bhagwani has resigned from the post of Company Secretary and Compliance officer of the Company w.e.f 16th October, 2017.

29. INTERNAL FINANCIAL CONTROLS:

Yours directors are of the opinion that looking to the size and nature of business of the company there is adequate internal financial control system and the said system is operating^ effectively. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 is attached as Annexure A of the Auditors Report.

30. VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.mehaitech.com.

31. REMUNERATION POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company i.e, www.mehaitech.com.

32. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has framed a Policy of Sexual Harassment of women at workplace to follow gender neutral approach in handling complaints of sexual harassment. Details of the same are given in the website of the Company i.e, www.mehaitech.com.

33. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code”), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

34. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the Company i.e, www.mehaitech.com.

35. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a containing basis.

36. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 is enclosed as Annexure IV:

37. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

38. COMMITTEES OF THE BOARD:

During the year, your Directors have constituted or reconstituted wherever required, the following committees of the Board is in accordance with the requirements of the Companies Act, 2013. The Composition, terms of reference and other details of all Board level committees have been elaborated in detail:

AUDIT COMMITTEE:

The Committee was constituted on 30th June, 2017 it comprises of non-executive Independent Director and Managing Director as its Member. The Chairman of the committee is Independent Director.

The Audit Committee assists the Board in the Dissemination of the financial information and in overseeing the financial and accounting process in the Company.

During the financial year 2017-18, 2 meetings of Audit Committee were held on 3rd July, 2017 and 17th January, 2018.

The composition of the Committee and the details of Meetings attended by the Members during the year are given below:

Sr. No.

Name of the Director

Status

Nature of Directorship

No. of Meetings

Meetings attended

1.

Mr. Shahul Pasith Ibrahim Hameed

Chairman

Non-Executive & Independent Director

2

2

2.

Mr. Gaurav Kimtani *

Member

Non-Executive & Independent Director

Nil

Nil

3.

Mr. Sudhir Ostwal

Member

Managing Director

2

2

4.

Piyush Kansal **

Member

Non-Executive & Independent Director

2

2

*Mr. Gaurav Kimtani was appointed as an additional independent director w.e.f 5th February, 2018.

** Mr. Piyush Kansal has resigned from the post of Directorship w.e.f, 5th February, 2018.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted on 27th March, 2017 as required under the Companies Act, 2013 and it comprises of three non-executive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

Composition of Nomination and Remuneration committee and number of meeting during the year:

During the financial year 2017-18, 2 meetings of Nomination and Remuneration Committee were held on 16thOctober, 2017 and 5th February, 2017.

The composition of the Committee and the details of Meetings attended by the Members during the year are given below

Sr. No.

Name of the Director

Status

Nature of Directorship

No. of Meetings

Meetings attended

1.

Mr. Shahul Pasith Ibrahim Hameed

Chairman

Non-Executive & Independent Director

2

2

2.

Mr. Gaurav Kimtani*

Member

Non-Executive & Independent Director

Nil

Nil

3.

Ms. Shalini Jain

Member

Non-Executive Director

2

2

4.

Piyush Kansal **

Member

Non-Executive & Independent Director

2

2

*Mr. Gaurav Kimtani was appointed as an additional independent director w.e.f 5th February, 2018.

** Mr. Piyush Kansal has resigned from the post of Directorship w.e.f, 5th February, 2018.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee was constituted on 27th March, 2017 as required under the Companies Act, 2013 and it comprises of three non-executive Independent Directors as its members. The Chairman of the Committee is an Independent Director.

During the financial year 2017-18, no meeting was held.

The composition of the Committee and the details of Meetings attended by the Members during the year are given below:

Sr. No.

Name of the Director

Status

Nature of Directorship

No. of Meetings

Meetings attended

1.

Mr. Shahul Pasith Ibrahim Hameed

Chairman

Non-Executive & Independent Director

Nil

Nil

2.

Mr. Gaurav Kimtani*

Member

Non-Executive & Independent Director

Nil

Nil

3.

Ms. Shalini Jain

Member

Non-Executive Director

Nil

Nil

4.

Piyush Kansal **

Member

Non-Executive & Independent Director

Nil

Nil

*Mr. Gaurav Kimtani was appointed as an additional independent director w.e.f 5th February, 2018.

** Mr. Piyush Kansal has resigned from the post of Directorship w.e.f, 5th February, 2018.

39. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is not applicable to the Company.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Activities undertaken by the company in accordance with the provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are given herein below.

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company applied strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day to day consumption is monitored in a n efforts to save energy.

(ii) Steps taken by company for utilizing alternate source of energy:

The Company has not taken any steps for utilizing alternate source of energy.

(iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipment.

B. Technology absorption:

The Company has no activities relating to technology absorption. Hence nothing is to be reported here.

C. Foreign Exchange earnings and outgo :

(i) Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo : Rs. 139.25 Lakh

(iii) Advance to Supplier : NIL

41. DIRECTORS' RESPONSIBILITY STATEMENT:

It is hereby stated that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and of the profit of the Company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis;

(v) The directors, had laid down internal financial controls to be followed by the company and that such

internal financial controls are adequate and were operating effectively and

(vi) 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.

42. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares are listed at Bombay Stock Exchange Limited (SME segment). The Annual Listing fees for the year 2017-2018 have been paid.

ACKNOWLEDGEMENT

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

of MEHAI TECHNOLOGY LIMITED

SD/- SD/-

Place: Chennai Sudhir Ostwal Shahul Pasith Ibrahim Hameed

Date: 13th August, 2018 (Managing Director) (Director)

DIN:06745493 DIN:07844225

 
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