@f. megh,mayur infra limited f · 2016-10-10 · .@f. f to, the manager, co rporate service bse...

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The Manager,Co rporate ServiceBSE LimitedP.J. Towers, Dalal

Mumbai- 400 001

MEGH,MAYUR INFRA LIMITED(Formerly Poddor lnfroslructure Limited)

lOth october, 2016

Department

Street,

CompanV Code: 509003Name of the Companv: Megh Mavur lnfra Limited(Formerlv known as Poddar lnfrastructure Limited)E-Mail ld of the Companv: grieva n ces@ m egh m avur.com

Suh: Submission of Annual Report for the Financial Year 2015-16.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, we hereby enclode the Annual Report for the Financial Year 2015-2016 ofthe Company.

You are requested to take same on your record and acknowledge the receipt.

For Megh Mayur lnfra Limited

(MitMairaging DirectorDIN No: 00509114

Address: 10E/F, Anjan

Encl: As above

Shalaka Complex, Athwa Lines, Surat-395007

Regd. Office : 208, Lalji Shopping Cenke, S. V. Road, Borivali (West), Mumbai - 400 092Ph. : 022 28993841 Email:[email protected]

ffi5-\)67

CIN : L51900MH1981P1C025693

MEGH MAYUR INFRA LIMITEDLs1900M H 1-981P1C025693

.

(FORMERLY PODDAR INFRASTRUCTURE LIMITED)

35th ANNUAL REPORT

2015-2016

Builders & Organizer

35th ANuuAt REPORT 2015-16ME6H MAYUR INFRA LIMITED

CIN : 151900MH1981P1C025693

CONTENT

Schedules to Financial Statements

Attendance SliP

MEGH MAYUR INFRA LIMITED

CIN : 151900MH1981P1C025693 35.h ANNUAL REPORT 2OL5.t6

ComPanv lnformation

BOARD OF DIRECTORS

Mr. Mitulshah: Chairman and Managing Director

Mr. Rajendra Shah: Executive Director

fUr. tayant Pandya: Non- Executive Director and lndependent Director

Mr.,Dipesh Mistry: CFO Company Secretary and Compliance Officer- (upto 31.12.2015)

Ms. Komal Savaliya: Non-Executive Director and lndependent Director- (upto 13.05.2015)

Ms. Balraj Kaur Harbhajan Singh Khurana: Non-Executive Director and lndependent Director-

(Appointed on 13.05.2016 and upto 22.06.2016)

Ms. Shikha Shah: Cornpany Secretary, Compliance Officer and Chief Financial Officer-

(Ap poi nted on 22.06.2A761

STATUTORY AUDITORS

Rasesh Shah & Associates, Chartered Accountants

O-1, Silver Palm Building,

Timalyawad NanPura,

Surat-395001

REGISTERED OFFICE

208, Lal.ii ShoPPing Centre

S.V.Road, Borivali (West),

Mumbai-400 092

/\ p M lll I STRATATIVE O FFICE

First floor, Megh Dhwani ComPlex

Udhna Magdalla Road,

Surat-395017

SATELLITE CORPORATE SERVICES PW LTD

8-302, Sony Apartment, Opp. St. Jude High School,

90 Feet Road, Jarimari, Sakinaka, Mumbai-400072

Contact Person: Michael Monteiro

P h o n e : 022-28520 46t / 4 62F,mai1 id : serv ice@ sate ll itecorporate' com


CIN : 151900MH1981P1C025693 35.h ANNUAL REPoRT 2ot5-T6

NOTICE

NOTTCE is hereby given that the 35th Annual General Meeting of the Members of M/s. MeghMayur lnfra [imited {Formerly known as Poddar lnfrastructure Limited} will be held on

Thursday, the 29th September,20t6 at 11,.30 a.m. at the Registered Office of the Company at208, Lalji Shopping Centre, 5.V. Road, Borivali (West), Mumbai - 400 092 to transact thefollowing business:

ORDINARY BUSINESS

1, Toreceive,considerandadopttheFinancialStatementsoftheCompanyfortheYearendedon 31st March, 2016, including the audited Balance Sheet as at 31st March, 2016, theStatement of Profit & Loss for the year ended on that date and the reports of the Board ofDirectors ("the Board") and Auditors thereon.

2. To appoint Director in place of Shri Rajendra Shah (DlN 01755634) who retires by rotation' , and being eligible, offers himself for re-appoiniment.

3. To consider and, if thought fit, to pass, with or without modification, if any, the fotlowingresolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139 and t42 and other applicabteprovisions, if any, of the Companies Act, 2013, and rules framed there under, pursuant torecommendations of the Audit Committee of the Board of Directors, and pursuant to theresolution passed by the members at the AGM held on 26th September, 2014, theappointment of M/s Rasesh Shah & Associates, (lCAl Registration No. 10867W), Chartered

Accountants, be and are hereby ratified as the Statutory Auditors of the Company, to hold

office fronn the conclusion of this Annual General Meeting (AGM) till the conclusion of thenext Annual General Meeting at a remuneration as may be fixed by the Board of Directors .

of the Company.."

SPECIAL BUSINESS:

To consider and if thought fit, to pass with or without modification(s), if any, the following

resolution as an Ordinary Resolution:

Item Np.4

'RESOLVED THAT pursuant to provisions of Sections 149, 150, 152 and any other applicable

provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification

of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof

for the time being in force) read with Regulation 16(b) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, Ms. Palak SejWani (DlN 07563523), who was

appointed as an Additional Director of the Company by circular resolution dated t4.07.20t6

and who holds office until the date of the AGM in terms of Section 161 of the Companies


CIN : l-51900MH 198 1P1C025693 35th ANNUAL REPORT 2075-L6

MitulShahChairman & Managing Director

under section L02 of the Companies

hereto.

Act,2013 and who qualifies for being appointed as an lndependent Director and in respect

of whom the Company has received a notice in writing from the member under Section 160

of the Companies Act, 2013 proposing his candidature for the office of Director, be and is

hereby appointed as an lndependent Director of the Company, not liable to retire by

rotation, for five (5) consecutive years effective L4.07.20L6.'

For and on behalf of the Board

For Megh MaYur lnfra Limited

Place: Surat

Date: 13/08120L8

NOTES:

4", The relevant Explanatory Statement as required

Act, 2013, in respect of special business is annexed

2, A MEMBER ENTITLED TO ATTFND AND VOT'E AT THE MEETING IS ENTITLED TO APPOINT

A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED

NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF

MEMBERS NOT EXCEEDTNG FtFTy (s0) AND HOLDING lN THE AGGREGATE NOT MORE

THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.

proxy form in order to be effective should be deposited at the Registered Office of the

company not later than 48 hours before the commencement of the meeting. A proxy

may not vote except on poll. A proxy so appointed shall not have any right to speak at

the meeting. Blank proxy form is enclosed.

3. The Register of Members and the Share Transfer books of the Company will remain

closed from Frida y,23'd September ,2AL6to Thursday, 29th September,20L6 (both days

inclusive).

4, pursuant to Section 72 of the Companies Act,20!3, Members holding shares in physical

form may file nomination in the prescribed Form 5H-13 (Annexed to the Report) with the

Company,s Registrar and Transfer Agent. ln respect of shares held in electronic f form,

the nomination form may be filed with the respective Depository Participant.

5. To prevent fraudulent transactions, Members are advised to exercise due diligence and

notify the pompany of any change in address or demise of any member as soon as

possible. Members are also advised not to leave their demat account(s) dormant for

iong";. periods. periodic statement of holdings should be obtained from the concerned

Depository Participant and holding should be verified'


CIN : 151900MH1981P1C02559335.h ANNUAL REPORT 2015-16

6. The Securities and Exchange Board of lndia (SEBI) has mandated the submission of

Permanent Account Number (PAN) by every participant in securities market' Members

holding shares in electronic form are, therefore, requested to submit the PAN to their

Depositary Participant with whom they are maintaining their demat accounts' Members

holding shares in ph.ysical form can submit their PAN details to the Registrar and share

Transfer Agent

7. Member who iS desirous of getting any information as regard to the business to be

transacted at the meeting ,r" ,.qr.rted to write to the company their queries at least

seven days in advance of the Meeting in order to keep the information required readily

available at the Meeting.

g. Members/proxies should bring the attendance slip duly filled in for attending the

meeting. The idehtity/signature of the Members holding shares in electronic/demat form

is liable for verification wittr specimen signatures as may be furnished by NSDL/CDSL to

- the Company. Such Members are advised to bring the relevant identity card, issued by

the Depository Participant, to attend the AnnualGeneral Meeting'

g" The Annual Report duly circulated to the Members of the company, is available on the

Company's Website at www'megh mayurinfra'com'

10. Members are requested to bring their physical copies of the Annual Report at the

Meeting.

11. E -Voting

t.PursuanttoprovisionsofsectionlOsofthecompaniesAct'2013andRule20ofthecompanies(ManagementandAdministrationlRules,2gL4'asamendedbythe Companies (Management and Administration) Amendirent Rules, 2015 and

Regulation 44 of sEBl (Listing obligations and Disclosure Requirements)

Regulations,20!5,theCompanyispleasedtoprovidemembersfacilitytoexercisetheirrighttovoteattheAnnua]GeneralMeeting(AGM)bye.lectron.icmeans on all the resolutions set forth in the Notice convening 35th Annual

c.nur.l Meeting to be held on 29th September, 2oL6:.T!: company has

engaged serviceiof National securities Depository Limited (NSDLlto provide e'

voting facility. The Notice is displayed on the Compant's website,

www.meehmavurinfra.comandonthewebsiteofNSD!www.nsdl.co.in'

ll. The facility for voting through ballot paper shall be made available at the AGM

and the members attendingihe meeting who have not cast their vote by remote

e-vogng shall be able to exercise their right at the meeting through ballot paper'

lll. The members who have cast their vote by remote e-voting prior to the AGM may

also attend the AGM but shall not be entitled to cast their vote again'


CIN : t51900MH 1981P1C025693

(viii)

(ix)

(x)

35'n ANNUAL REPoRT zots-t6

lV. The remote e-voting period commences on 25th Septernber ,20L6 (09:00 am) and

ends on 28th September,20!6 (05:00 pm). During this period members' of the

Company, holding shares either in physical form or ih dematerialized form, as on

the cut-off date of 22nd September, 2016, may cast their vote by remote e-

voting. The remote e-voting module shall be disabled by NSDL for voting

thereafter. Once the vote on a resolution is cast by the member, the member

shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

A. ln case a Member receives an email from NSDL [for members whose email lDs are

registered with the Company/Depository Participants(sll :

(i) Open email and open PDF file viz; "MMIL remote e-voting.pdf" with your Client lD or

Folio No. as password. The said PDF file contains your user lD and password/PlN for

. remote e-voting. Please note that the password is an initial password. You will not

. receive this PDF file if your are already registered with NSDL for e-voting.

(ii) Launch internet browser by typing the following URL:

https ://www. evoti n g. n sd l. co m/

(iii) Click on Shareholde, -;

(iv) put user lD and password as initial password/PlN noted in step (i) above. Click Login.

lf you are already registered with NSDL for e-voting then you can use your existing

user lD and Password. lf you forget your password, you can reset your password by

using "forget user details/password" option available on www.evoting.nsdl.com

password change menu appears. Change the password/PlN With new password of

your choice with rninimum 8 digits/characters or combination thereof. Note new

password. lt is strongly re:ommended not to share your password with any other

person and take utmost care to keep your password confidential.

Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

Select 'EVEN' of "Poddar lnfrastructure Limited". Kindly note that, the "EVEN" is

generated with Poddar lnfrastructure Limited (Currently known as Megh Mayur lnfra

Limited). Hence Shareholders are requested to select "EVEN" of "Poddar

lnfrastructure Limited" and vote.

Now you are ready for remote e-voting as "Cast Vote" page opens

Cast your vote by setecting appropriate option and click on "Submit" and also

"Confirm" when PromPted.

Upon confirmation, the message "Vote cast successfully" will be displayed'

(v)

(vi)

(vii)


CIN : 151900MH 1981PtC025593

v[.

vill.

tx.

35th ANNUAL REPORT 2015-16

Once you have voted on the resolution, you will not be allowed to modify your vote.

lnstitutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to

send scanned copy (PDF/PG Format) of the relevant Board Resolution/ Authority

letter etc. together with attested specimen signature of the duly authorized

signatory{ies} who are authorized to vote, to the Scrutinizer through e-mail to

([email protected]) with a copy marked to [email protected]

F. ln case a Member receives physical copy of the Notice of AGM lfor members whose

email lDs are not registered with the Company/Depository Participants(s) or requesting

physical copy] :

(i) lnitial password is provided as below/at the bottom of the Attendance Slip for the

AGM:

EVEN (Remotg e-votins Event Numberl' USER lD PASSWORD/PIN

Please follow all steps from Sl. No. (ii)to Sl. No. (xii) above, to cast vote.

ln case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Mernbers and remotb e-voting user manual for Members available at the

downloads section of www.evotine.nsdl. or call on toll free no.: L800'222'

990.

lf you are already registered with NSDL for remote e-voting then you can use

your existing user lD and password/PlN for casting your vote.

you can also update your mobile number and e-mail id in the user profile details

of the folio which may be used for sending future communication(s).

The voting rights of members shall be in proportion to their shares of the paid up

equity share capital of the Company as on the cut-off date of 22nd September,

2QT6.

Any person, who acquires shares of the Company and become member of the

Company after dispatch of the notice and holding shares as of the cut-off date

i.e. 22nd September,20!6, may obtain the login lD and password by sending a

request at [email protected] or lssuer/RTA'

lf you forgot your password, you can reset your password by using "Forgot User

Details/password" option available on www.evoting.nsdl.com or contact NSDL at

the following toll free no.: LSOO-222-99O'

A person, whose name is recorded in the register of members or in the register

of beneficial owners maintained by the depositories as on the cut-off date only

shall be entitled to avail the facility of remote e-voting as well as voting at the

AGM through ballot PaPer.

(xi)

(xii)

(ii)

vt.

X.

xt.

xil.


CIN : 151900MH1981P1C025693

xilt.

xtv.

xv.

xvt.

Place: SuratDate: 13l0812ot6

35'h ltttrtuAL REPoRT 2015-16

Ms. Minaxi S. Patel (Enrolment No. G/622h998) Advocate has been appointedas the Scrutinizer for providing facility to the members of the Company toscrutinize the voting and remote e-voting process in a fair and transparentmanner.

The Chairman shall, at the AGM, at the end of discussion on the resolutions onwhich voting is to be held, allow voting with the assistance of scrutinizer, by use

of "Ballot Paper" or "Poling Paper" for all those members who are present at theAGM but have qot cast their votes by availing the remote e-voting facility.

The Scrutinizer shall after the conclusion of voting at the general meeting, willfirst count the votes cast at the meeting and thereafter unblock the votes castthrough remote e-voting in the presence of at teast two witnesses not in theemployment of the Company and shall make, not later than three days of theconclusion of the AGM, a consolidated scrutinizer's report of the total votes cast

in favour or against, if any, to the Chairman or a person authorized by hirp inwriting, who shall countersign the same and declare the result of the votingforthwith.

The Results declared alongwith the report of the Scrutinizer shall be placed onthe website of the Company www,meghmavurinfra.com and on the website ofNSDL immediately after the declaration of result by the Chairman or a person

authorized by him in writing. The resutts shall also be imnrediately forwarded tothe BSE Limited, Mumbai.

For and on behalf of the BoardFor Megh Mayur lnfra Lirnited


MEGH MAYUR INFRA [IMITED

CIN : 151900MH1981P1C025593 35th ANNUAL REPORT 2015-16

ANNEXURE TO THE NOTICE

Explanatory Statement Pursuant to Section tOZ of the Companies Act, 2013

Item No.4

The Board of Directors, on the recommendation of Nomination and Remuneration Committee,

appointed Ms. Palak Sejwani as an Additional Director in the category of woman director with

effect from t4.07,20t6 under Section 151(1) of the Companies Act, 2013 and as an

lndependent Non-Executive Director of the Company under Section 149 of the Companies Act,

2013 to hold office for a period of 5 years w.e.f. L4.07.20t6. Her appointment is subject to the

approval of the members. The Company has received a notice from a member proposing Ms.

Palak Sejwani as a candidate for the office of Director of the Company.

Ms. palak Sejwani is a Chartered Accountant by Profession. She is also a Bachelor of Commerce.

Ms. paJak Sejwani does not hotd by her,self or on behalf of any other person on a beneficial

basi6, any shares in the Company. Ms. Palak Sejwani has given a declaration that she meets the

criteria of independence as provided in Section 1a9(6) of the Companies Act, 2013. ln the

opinion of the Board, Ms. Palak Sejwani fulfils the conditions specified in the Companies Act,

2O11g, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation

j,6(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations"l for. her appointment as an lndependent Director of the Company and is

independent of the management. Copy of the draft letter for appointment of Ms. Palak Sejwani

as an lndependent Director is available for inspection on company's website. The Board

considers that her association would be of immense benefit to the Company and it is desirable

to avail services of Ms. Palak Sejwani as an lndependent Director.

Accordingly, the Board recommends the resolution in relation to appointment of Ms' Palak

Sejwani as an lndependent Director for period of 5 years starting from t4,07.20L6, for the

approval by the members of the Company.

Except Ms. palak Sejwani, being an appointee, none of the Directors and Key Managerial

personnel of the Company and their relatives is concerned or interested, financially or

otherwise, in the resolution set out at ltem No. 4'

Place: SuratDate: 13/08120L6

For and on behalf of the Board




CIN : 151900MH 1981P1C025693 35'h AtTtNURL REPoRT 2015-16

BOARD,S REPORT

Dear Members,

The Board of Directors is pleased to present the 35th Annual Report on the business and

operations of your Company along with the audited financial statements for the financial year

ended 31tt March, 201.6. The Statement of Accounts, Auditors' Report, Board's Report anrd

attachment thereto have been prepared in accordance with the provisions contained in Section

134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS

Financial Result 2015-16 20L4-15

Revenue from OperationTotal expense 14,22,284 L0,48,775

Profit/Loss Before Tax (r4,22,2841 (L0,48,775l,

Provision For taxDeferred Tax on Special Reserve

Profit/Loss After Tax (14,22,284) (70,48,775l.

Total Profit/Loss (1,4,22,2841 1ro,48,775t,

The Company is not having any Depreciable Assets hence no provision of Depreciation is

made.

2, RESERVES

Due to continuous losses, your Company does not propose to carry any amount to General

Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

The year under review was not satisfactory for the company. As we all know the world

economy faced gtobal recession which is still continuinrg and because of which economic

activities slowed down. lndia, being now global player, also experience the global.economic

slow down but its impact was not so much harsh as experienced by the developed nations. ln

lndia, real estate is one sector which experienced worst, of economic slow down. However

you're Company is exploring various sites for undertaking new projects.

4. DIVIDEND

ln view of accumulated losses incurred by the Company, t.he Board does not recommend any

Dividend for the year ended 31't March ,2016.


CIN : 151900MH1981P1C025693 35'h AtrlttuAL REPoRT 2015-16

5. MATERIAL CHANGES AND COMMITMENTS

Save as mentioned elsewhere in this Report, no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company on 31't March , }OLG and the date of this report.

5. REPORT ON PERFORMANCE OF SUBSTDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES

. During the year under review, your Company did not have any subsidiary, associate and jointventure Company.

7. PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of theCompanies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2OI4. The question' 'of non-compliance of the relevant provisions of the law relating to acceptance of depositdoes not arise.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors

Shri Rajendra Shah, {DlN NO: 01755534} Director will retire by rotation and being eligibleand not being disqualified under section L64 ol the Companies Act, 20L3, offers himself forre-appointment.

Further during the year under review following changes took place in Board;

1. Ms. Komal Savaliya (02081586) appointed on A4.04.20L3, . in the category oflndependent Director who was also a women Director has resigned from theCompany on 13.05.2016.

2. Ms. Balraj Kaur Harbhajan Singh Khurana P74g5742) who was appointed as

additional independent director, in the category of women Director on 13.05.2016,has resigned from the company on 22.06.20L6

3. Ms. Palak Sejwani (07563523) was appointed as an Additional lndependent Directorin the category of Woman Director with effect from L4.07.20L6.

(iil Key Manageriat Personnel

During the year under review, Mr. Dipesh Mistry who was appointed as Company Secretary

on 01.09.2014 and CFO on 30.09.20L4 have resigned with effect from 31.12.2015 from both

the post.

Ms. Sikha Shah has been appointed as the Company Secretary and Chief Financial officer ofthe Company w.e.f. 22.06.20!6.


CIN : 151900MH1981P1C025693 35rh ANtrtuAL REPoRT 2015-16

(iiiI Declaration by an lndependent Director(s)

The Company has cornplied with provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from allthe lndependent Directors pursuant tosection L49(71of the Companies Act, 2013.

(iv| Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2OL3, the Board has carried out the. annual performance evaluation of its own performance and other Directors. A separate

exercise was carried out to evaluate the performance of individual Directors including theChairman of the Board, who were evaluated on parameters such as level of engagementand contribution, independence of judgment, promotion of participation by all directorsand developing consensus amongst the directors for all decisions.

. 9. NUMBER OF BOARD MEETINGS

' During the Financial year, total 5 (Five) meetings of the Board of Directors were held on$/ASl2A15, L4/08/20L5, 05/t7/20L5, tO/L2/20L5 and L3/02/2016 respectively. During theFinancial Year, the Annual General Meeting of the Company was held on 29th September,2015. '

The attendance of the Directors at their +-Board Meetings is as under:

Name of Director Number of Meeting Attended/ TotalMeetine held durins the vear

Mr. MitulShah, Managing Director s/sMr. Raiendra Shah. Director s/sMr. Jayant Pandya, lndependent Director s/sMs. Komal Savaliya, lndependent Director s/s*Ms. Balraj Kaur Harbhajan Singh Khurana,

lndependent Director**Ms. Palak Sejwani, lndependent Director

*M* Bolraj Kour Harbhajon Singh Khurano was appointed as an Additional Director witheffect from Li,05.2016. She resigned from the Company with effect from 22.06.2016

** M* Polak Sejwani wos appointed as on Additionol Director of the Company with effect

from 14.07.2015

10


CIN : 151900MH1981P1C025693 35.h ANNUAL REPORT 2015.16

10. DIRECTOR,S RESPONSI BILITY STATEMENT

To the best of their knowtedge and belief and according to the information and

explanations obtained by your Directors they make the following statements in terms of

Section 13a(3Xc)of the Companies Act, 2013 and hereby confirm that:-

a. in the preparation of the annual accounts, the applicable accounting standards have been

, followed along with proper explanation relating to material departures;

b. 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 at 31st March, 2016 and of the loss of

the Company for the year ended on that date;

'c. the directors have taken proper and sufficient care for the maintenance of adequateraccounting 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 have prepared the annual accounts on a going concern basis

e. the directors have laid down proper systems financial controls to be followed by the

Company and that such internal financial controls are adequate and were operating

effectivelY.

f. the directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively'

11. NOMINATION AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and remuneration committee

framed a policy for selection and appointment of Directors, senior management, key

Managerial personnel and their remuneration. The Nomination and Remuneration Poliry is

uploaded on the website of the company. currently Nomination and remuneration

Committee Consist of;

1. Mr. Rajendra Shah

2, Mr. JaYant PandYa

3. Ms. Palak Sejwani

12. AUDIT COMMITTEE:

The Audit committee of Directors was constituted pursuant to the p.rwisions of section 177

of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015' The

Managing Director, Company Secrelary, lnternal Auditors and Statutory Auditors are

permanent invitees to the Audit committee meetings. The Members of the committee are

11


CIN : 151900MH 1981P1C025693 35'h ANr,tuRL REPORT 2ot5-L6

qualified, experienced and possess professional knowledge with reference to powers, role

and scope of the Committee and as such. Currently Audit Committee Consist of;

1. Mr. Rajendra Shah

2. Mr. Jayant Pandya

3. Ms. Palak Sejwani

13. LISTING OF SHARES

I your Company's shares are listed on The BSE Limited .Your Directors wish to state that the

Equity Shares of your Company are compulsorily traded in the dematerialized form w.e'f.

26106/2000. presently 67.67 % of Equity Shares which are held by Promoters are in

electron ic/dematerialized form.

14. STATEMENT SHOWTNG THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO

' sEcfloN Lg7(L2l OF THE COMPANTES ACr, 2OL3 READ WITH RULE s(21 oF THE

''coMpArutEs (AppotNTMENT & REMUNERATToN oF MANAGERIAL PERSONNELI RULES,

20L4:

None of the employees of the iCompany is in receipt of remuneration prescribed under

Section tg7(Lll of the Companies Act, 2013, read with Rule 5(2) of the Companies

(Appointment & Remuneration of Managerial Personnel) Rules 2014.

lnsert Sec197 Rule 5 details

15. VTGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the

Directors, employees and its stakeholders to report their conqerns about unethical

behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or

Ethics policy. The policy provides for adequate safeguards against victimisation of.employeeswhoavailofthemechanismandalsoprovidesfordirectaccesstotheChairman

of the Audit committee. lt is affirmed that no personnel of the company has been denied

access to the Audit Committee

16. CORPORATE SOCIAL RESPONSI BI LITY

As per section 135 of the companies Act, 2O!3, every company having net worth of rupees

five hundred crore or more, or turnover of rupees one thousand crore or more or a net

profit of rupees five hundred crore or more during any financial year shall constitute a

corporate social Responsibility committee. Your companies does not fall under the said

criteria hence, your company has not formed corporate social Responsibility committee'

72


CIN : 151900MH1981P1C025693

17. RISK MANAGEMENT POLICY

35th ANNUAL REPoRT 2015-16

The Board of Directors of the Company during the year have designed Risk ManagementPolicy and Guidelines to avoid events, situations or circumstances which may lead tonegative consequences on the Company's businesses, and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions" Key business risks and their mitigation are

considered in the annual/strategic business plans and in periodic management reviews. Ati' present there is no identifiable risk which, in the opinion, of the Board may threaten the

existence of the Company.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The particulars as required underthe provisions of Section 1.34(3) (m) of the Companies Act,' 2013 read with Rule 8 of the Companies (Accounts) Rules, 20L4 in respect of conservation

- of energy, technology absorption, foreign exchange earnings and outgo etc. are given as

under:

Energy Conservation: NIL i

Technology Absorption: NIL

Foreign Exchange Earnings and outgo: Nil

I.9. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's

business, size and complexity of its operations are in place. lt has been operatingsatisfactorily. lnternal control systems comprising of policies and procedures are designed

to ensure reliability of financial reporting, timely feedback on achievement of operationaland strategic goals, compliance with policies, procedure, applicable laws and regulations

and that all assets and resources are acquired economically, used efficiently and adequatelyprotected.

20. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return in form MGT-9 for the financial year ended 31't March ,20t6made under the provisions of Section 92(3) of the Act is annexed as "Annexure A" which

forms part of this Report.

21. AUDITORS

(il STATUTORY AUDITOR

The Statutory Auditors of your Company namely, M/s. Rasesh Shah & Associates., Chartered

Accountants have been appointed for a period of 3 years at the Annual General Meeting

held on 26.09.2014. The appointment is required to be ratified by the shareholders at this

13


CIN : 151900MH1981P1C025693 35.h ANNUAL REPORT 2015-16

Annual General Meeting to conduct the audit for the financial year 2016-20t7. Auditors

have confirmed their eligibility and submitted the Certificate in writing that their

appointment, if ratified, would be within the prescribed timit under the Act and they are not

disqualified for re-appointment.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors

iemarks in their report are self-explanatory and do not callfor any further comments.

i (ii) SECRETARIAL AUDITOR

' The Board has appointed M/s Jigar Shah & Associates., Company Secretaries in Practice to

undertake the Secretarial Audit of the Company for the financial year 2015-2016. The

Report of the SecretarialAudit Report is annexed herewith as "AnnexureB". The Secretarial

Audit Report does not contain any qualification, reservation or adverse remark.

' (iiil cosr AUDlroR

The Company is not required to appoint Cost Auditor as it is not required to submit cost

audit report pursuant to the provision of the Jompanies (Cost Records and Audit) Rules,

20L4.

22. HUMAN RESOURCES

Employees are considered to be team members being one of the most critical resources in

the business which maximize the effectiveness of the Organization. Human resources build

the Enterprise and the sense of belonging would inculcate the spirit of dedication and

loyalty amongst them towards strengthening the Company's Polices and Systems. The

Company nraintains healthy, cordial and harmonious relations with all personnel and

thereby enhancing the contributory value of the Human Resources.

23. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of being environmentally clean and has safe

operations. The Company's policy requires conduct of operations in such a manner, so as to

ensure safety of all concerned, compliance of environmental regulations and preservation

of natural resources. There was no accident during the year.

24. ADEQUACY OF TNTERNAL F|NANC|AL CONTROLS wlrH REFERENCE TO THE FINANCIAL

STATEMENTS

The company has an adequate system of internal financial controls commensurate with its

size arid nature of business. Detailed procedures are in placq to ensure that all assets are

safeguarded and protected against losses, all transactions authorised, recorded and

appr-opriately reported. The internat control system is monitored and evaluated by an

L4


CIN : 151900MH1981P1C025693 35th RNNUAL REPoRT 2075-t6

lnternal Audit team which interacts closely with the Audit Committee. No material issues inrelation to the adequacy of Company's control systems were raised during the year.

25. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The Company has taken loan from Director of the Company during the year. The details ofloans given are given in the notes to Financial Statements.

,25. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were on arm,slength basis and in the ordinary course of business. Hence, the provisions of Section 18g ofthe Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required.However, the details have been furnished in the Notes No. 3(vi)to the financial statement.

iz-. olsctosuRE As pER THE sEXUAL HARAssMENT oF woMEN AT woRKpLAcE(PREVENT|ON, PROHtBtTtON AND REDRESSAL) Agr, 2013

Your Company is not required to frame any policy as during the year there were only 3employees. '

28. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential. rights and hence noinformation as per provisions of Section a3(a)(ii) of the Act read with Rule a(4) of theCompanies (Share Capital and Debenture) Rules,2O!4 is furnished.

2. The Company has not issued any sweat equity shares during the year under reviewand hence no information as per provisions of Section 54(1Xd) of the Act read withRule 8(13) of the Companies (Share Capital and Debenture) Rules,ZOl4 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option' Scheme during the year under review and hence no information as per provisions ofSection 52(1Xb) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting' rights in respect of shares purchased directly by employees under a schemepursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (ShareCapital and Debentures) Rules, 2014 hence no information is furnished.

15


CIN : 151900MH1981P1C025693 35th AN NUAL'REPoRT zots-t6

5. No orders have been passed by any Regulator or Court or Tribunal which can have

an impact on the going concern status and the Compdny's operations iri futu'r.e. ' ,

29. ACKNOWTEDGEMENT

Your Directors wish to thank Bankers, Government authorities and various stakeholders,such as, shareholders, customers and suppliers, among others for their support andvaluable guidance to the Company. Your Directors also wish to place on record theirappreciation for the committed services of all the Employees of the Company,

For and On behalf of the Board of Directors

MitulShahDtN:00509114

Chairman & Managing DirectorPlace: SuratDate: l3thAugustr 2016

t6


CIN : 151900MH1981P1C025693

ANNEXURE TO BOARD'S REPORT

35.h ANNUAL REPoRT 2015-16

,?NNEXURE A"

E * -l :i :1,l";,li,ll ; 3,, * *As on the financialyear ended 31.03.2016

[Pursuant to Section 92{3) of the Companies Act, 2013, and Rule 12(1) of the Companies(Management and Administration) Rules ,20741

I. REGISTRATION AND OTHER DETATLS

ctN Ls1900M H 1981P1C025593

Registration Date 24/tut987Name of the Companv Meeh Mavur lnfra LimitedCategory / Sub-Category of the Company Listed Public Limited CompanvAddress of the Registered Office and

contact details208, Lalji Shopping Centre, S.V. Road, Borivali (

West) MumbaiWhether listed Company Yes

Name, address and contact details ofRegistrar and Transfer Agent, if any

Satellite Corporate Services Pvt. Ltd,8-302, Sony Apartment, Opp. St. Jude HighSchool, 90 Feet Road, Jarimari, Sakinaka,Mumbai-400072O22-2852O46t / 462. F ax. A22 285 1 [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributin g70%or more of the totalturnover of the Company shallbe stated:-

Sr.

No

Name and Description of mainproducts / services

NIC Code of theProduct/ service

% to total turnover ofthe companv

NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Not applicable as there is no subsidiary and associate company.

t7


CIN : 151900MH1981P1C025693 35tN ANNUAL REPORT 2015-16

lV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i| Category wise shareholding

Category ofShare.holders

No. of Shares held at the beginning ofthe year

01.04.2015

No. of Shares held at the end of theyear 31.03.2015

%

Changeduringthevear

Demat Physical Total %ofTotalShares

Demat Physical Total o/o ofTotal

Shares

A.PROMOTERS

(1)lndian

a) lndividuaI/HUF 4263000 4263000 67.67 4263000 4263000 67.67 Nil

b) Central Govt

c) State Govt (s)

d) Bodies Corp.

e) Banks / Fl

f)Any Other....

Sub-total (nl (rI:- 4263000 4263000 67.67 4263000 4253000 67.67 Nil

(2) Foreign

a) NRls

lndividuals

b) Otherln dividuals

c) Bodies Corp.

d) Banks / Fl

e) Any Other.,..

sub-total (nl(21:-

Total shareholdingof Promoter (R| =(A){1}+(Al(2}

4263000 4263000 67.67 4263000 4263000 67.67 Nil

B. PUBLIC

SHAREHOLDING

1. lnstitutions

a) Mutual Funds

18

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693 35th ANNUAL REPoRT 2015-16

b) Banks / Fl

c) Central Govt

d)State Govt(s)

e) Venture CapitalFunds

f) lnsurance

Companiesg) Flls

h) Foreign VentureCapitalfundsi) Others (specify)

2. Non-lnstitutions

a) Bodies Corp.

i) lndian

ii) Overseas

b) lndividuals 26044O 260400 4.L3 264400 260400 4.L3 Nil

i) lndividualShareholdersholding nominalshare capital uptoRs. L lakh

260400 260400 4.73 260400 260400 4.L3 Nil

ii) lndividualShareholders

holding nominal

share capital inexcess of Rs.1 lakh

L776600 1776600 28.20 L776600 1776600 28.20 Nil

c) OthersDirectors andRelativesi)Shares held byPa kista n i citizensvested with iheCustodian ofEnemv Propertvii) Other Foreign

Nationalsiii) Foreign Bodies

19


CIN : 151900MH1981P1C02569335th ANNUAL REPORT 2015-16

iv) NRI/ OCBs

v) Clearing

Members /Clearing House

vi)Trusts

vii) Limited

LiabilityPartnershiP

Foreignviii) !

Portfoliolnvestor(Corporate)

ixl Qualified

Foreignlnvestor

32.33 2037000 2037000 32.33 NilSub-Total,(BX2): 2037000 2037000

2037000 2037000 32.33 NilTota! Public

Shareholding,61-rblr{ trf Dll?l

2037000 2037000 32.33

l.rr-lerl-, r lvrr-,

C. SHARES HEID

BY CUSTODIAN

FOR GDRS & ADRS100 4263000 2037000 6300000 100 Nil

Grand Total

{A+B+C}

4253000 2037000 6300000

(ii)Shareholding of PromotersNo. of Shares held at the end of the

year

% Change

during theyear

Shareholder'sName ,

No. of Shares held at the

beginning of the Year

No. ofShares

% of totalShares ofthecompany

%of Shares

Pledeed Iencumbered to totalshares

No. ofShares

% of totalShares ofthecompany

%of snaresPledged Iencumbered to totalshares

Nil 7L29400 33.80 Nil NilMitulShah 2129400 33.80

2133500 33.87 Nil NilRajendra Shah

Total

2133600 33.87 Nil

67.674253000 67.67 4263000

20


CIN : 151900MH1981P1C02569335S ANNUAL REPORT 2015-16

(iii) Change in Promoters' Shareholding

ThereisnochangeintheshareholdingofthePromoterGroup.

fiv) sharehording pattern of top ten sharehorders (other than Directors, promoters and Holders of GDRs and

ADRs):

Shareholding at the

beginning of the Yeql-Shareholding at the end ofthe year5r. No Shareholder's

NameNo. of shares % of total

shares of thecompany

No. ot shdres | 7o c

I shares of thetoa a

4.33 273000 4.331 Sunil R Ranghvi 273000

262504 4.r7 262540 4.L72 trlah: litondre lhaveri

155400 2.47 155400 2.473 Sunil.K.Khasgiwala

153300 2.43 153300 2.43,4 D-machhhri A PeiPl

147000 2.33 147000 2,335' Sunita. M.Kothari

136500 2.L7 136500 7.176 tr/lrhorlre Knthari

1 36500 2.\7 136500 2.t77 Maulik.D.Mehta

2.00 126000 2.008 Dipak Mehta 126000

88200 1.40 88200 t.409 lrrntihan R PrtPl

63000 1.00 63000 1.0010 D-iaeh Giirrhhei PatPl

1541400 24.47 1541400 24.47Total

(vlshareholding of Directors and Key Managerial Personnel:

rial Personnel hold any shares in the comp

V.INDEBTEDNESS

tndebtedness of the company including interest outstanding/accrired but not due for payment:

TheCompanyhasnotborrowedanyamountfromtheBankorfinancialinstitution.2t

Shareholding at thebeginning of the Year

CumulativeShareholdingduring the Year

Datechange

oftn

shareholding

Reason

forchange

Sr.

No

Shareholder'sName

No. ofshares

t/o of total;hares ol

rhe

!ompany

Directors

No. ofshares

% of totalshares of thecompany

2t29404

2133600

33.80t Mitulshah 2t294A0 33.80

33,872. Rajendra Shah 2133500 33.87

67.67Total 4263000 67.67 4263000

es in the ComPanY'


CIN : 151900MH1981P1C025693 35.h AruruUAL REPORT 20T5.16

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL'

A. Remuneration to Managing Director, Whole-time Directors andf or Manager:

No Remuneration has been paid to Managing Director, Whole-time Directors and/or Manager.

B. Remuneration to other directorsNo Remuneration has been paid to Other Directors.

9. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHERTHAN MD/MANAGER/WTD

1. PENALT|ES / pUNISHMENT/ COMPOUNDTNG OF OFFENCES:

No Penalty has been levied on the company during the FinancialYear'

For and On behalf of the Board of Directors

MitulShah

ch "''# ;'li"i#lg o i recto r

Place: Surat:016

SN Particulars of Remuneration Key Managerial Personnel

cEo cs cFo Total

1 Gross salary 288000

(a) Salary as per provisions contained in

section 17(1) of the lncome-tax Act, 1961

(b) Value of perquisites u/s L7(2) lncome-

tax Act, 1951

(c) Profits in lieu of salary under section

17(3) lncome-tax Act, 1"95L

2 Stock Option3 Sweat EquitV

4 Commission- as% of profitothers, specify...

5 Others, please sPecifY

Total 288000

22


CIN : 151900M H1981P1C025693 35,h ANNUAL REPORT 20!5.16

MANAGEMENT pISCUSSION AND ANALYSIS REPORT

This report discusses and analyses the business performance for the year ended 31st March, 2016.

1) lNpusTRY STRUCTURE AND DEVELOPMENT

The lndian Construction lndustry is an integral part of the lndian economy and an importantpart of investment into development of the lndian economy takes place through the

construction activities. The construction industry is expected to grow with further economic

. development, industrialization, urbanization and improvement in the standard of living.

2l OUTLOOK

The Company's business prospects are closely linked to the economic environment

prevailing locally and globally. Substantial improvement in the current market conditions is

not expected in the near future. Given the challenging market environment and stiff

, competition, it is difficult to make an optimistic prediction for business prospect in the

coming year.

3) TNTERNAL CONTROL SYSTEMS AND THEIR ADEQUA9Y

The Company has adequate internal control and lnternal Audit Systems commensurate

with its size and nature of business. To make the internal control system more effective

and project specific, a comprehensive internal audit manual is in place with guidelines forinternal auditors.

PERFORMANCE

During the year under review the Company has made a loss of Rs.14,22 ,284/- (previous year

loss of Rs. 10,48,775/-l after providing depreciation NIL(previous year NIL) and deferred tax

of Rs. NIL/- (previous year Rs NIL/-)'

5l RrsK ANp coNcEBNs

The Company recognizes that managing business risk is an integral part of generating

substantial and sustainable shareholder value. This positive interpretation of risk reflects

the new understanding of the connection between well managed risk and improved

performance. Hence the Management has always been proactive on risk identification and

its mitigation.

5) CAUTIONARYSTATEMENT

The statements in report of the Board of Directors and the Management Discussion &

Analysis Report describing the Company's outlook, estimates or predictions may be forward

looking statements within the meaning of applicable securities laws and regulations. Actual

results could differ materially from those expressed or ifnplied since the Company's

operations are influenced by many external and internal factors beyond the control of the

Company. The Company takes no responsibility for keeping the Members updated on

changes in these factors except as may be statutorily required from time to time.

4)

23

MEGH MAYUR INFRA-LIMITED

CIN : 151900MH1981P1C025693 35.h RNNUAL REPORT 2015-16

Annexure - BSecretarial Audit RePort

For the Financial Year Ended 31st March,?.OLG

[pursuant to Section 204(U of the Companies Act, 20L3 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2OL4l

To,

The Members,Megh Mayur lnfra Limited208, Lalji Shopping Centre,

S.V. Road, Borivali (westl,Mu m bai, Maha rasht ra-4OOO92

I have conducted the Secretarial Audit of the comptiance of applicable statutory provisions and

the adherence to good corporate practices by MEGH MAYUR TNFRA L|MtTED(hereinafter called,,the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable

basis for evaluating the corporate Conducts/statutory compliances and expressing my opinion

thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns

filed and other records maintained by the Company and also the information provided by the

Cornpany, its officers, agents and authorised representatives during the conduct of secretarial

audit, I hereby report that in my opinion, the Company has, during the audit period covering

the financial year ended on 31st March,2016 complied with the statutory provisions listed

hereunder and also that the Company has proper Board-processes and compliance-mechanism

in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2016 according to the

provisions of:

(i) The companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 {'SCRA') and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the securities and Exchange

Board of lndia Act, 1992 ('SEBI Act'):-

(a) The securities and Exchange Board of lndia (substaniial Acquisition of shares and

Takeovers) Regulation s, 20LL;

24

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693 35'h ANNUAL REPoRT 201s-16

(b) The Securities and Exchange Board of lndia (Prohibition of lnsider Trading) Regulations,

2015 (upto 14th May, 2015);(c) The Securities and Exchange Board of lndia (Prohibition of lnsider Trading) Regulations,

2015 {with effect from 15th May, 2015};(d) The Securities and Exchange Board of lndia (Registrars to an lssue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;(e) Listing Agreement {upto 30th November 2015) and the Securities and Exchange Board

of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (with effecti from 1st December 2015);

(v) Other laws applicable specifically to the Company as per representations made by theCompany.

During the period under review and as per the explanations given to me and therepresentations made by the Management and relied upon by me, provisions of the followingregulations / guidelines were not applicable to the Company:

(i) Foreigh Exchange Management Act, 1999 and the rules and regulations made

tlrereunder to the extent of Foreign Direct lnvestment, Overseas Direct lnvestment and

External Commercial Borrowings;(ii} The following Regulations and Guidelines prescribed under The Securities and Exchange

Board of lndia Act, 1992 ('SEBI Act'):-(a) The Securities" and Exchange Board of lndia (lssue of Capital and Disclosure

Requirements) Regulations, 2009;(b) The Securities and Exchange Board of lndia (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, L999;(c) The Securities and Exchange Board of lndia (lssue and Listing of Debt Securities)

Regulations, 2008;

{d) The Securities and Exchange Board of lndia (Delisting of Equity Shares) Regulations,

2009; and(e) The Securities and Exchange Board of lndia (Buyback of Securities) Regulations, 1998;

I have also examined compliance with the applicable clauses of the following:

(i) SecretarialStandards (SS-1and 5S-2) pursuantto section 118(10) of the act, issued by

The lnstitute of Company Secretaries of lndia with respect to Board and general

meetings (effective 1st July, 20t51;

(ii) The Listing Agreements entered into by the Company with Stock Exchange(s) (as

applicable upto 30th lrlovember, 2015; and

(iii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as applicable

with effect from Lst December, 2015).

25

I have relied on the representation made by the Company and its Officers for systems and

mechanism formed by the Company for compliance under other applicable Acts, Laws and

Regulations to the Company. I report that during the financial year under report, the Company

has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and lndependent Directors including

one Woman Director. The changes in the composition of the Board of Directors that took place

during the year under review were carried out in compliance with the- provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings including Committees

thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a

systern exists for seeking and obtaining further information and clarifications on the agenda

items before the meeting and for meaningful participation at the meeting by the directors. The

deeisions were carried unanimously as recorded in the minutes of the meetings of the Board of

Directors or Committee of the Board, as the case may be'

I further report that as per the explanations given to me and the representation made by the

Management and relied upon by r4e, there are adequate systems and processes in the

Company commensurate with the size and operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there was no other event / action having major

bearing on the CompanY's affair.


CIN : 151900MH1981P1C025593

Place: Surat

Datei 13rH AUGUsr, 2016

Note: This report is to be read with my letter of even

forms an integral part of this report.

35.h ANNUAL REPORT 2015-16

For Jigar Vyas & Associates

Company Secretaries

Jigar VYas

Proprietor

FCS No. 8019 CP No. 14468

date which is annexed as 'Appendix A' and

26

'Appendix A'

To,

The Members,Megh Mayur lnfra Limited208, Lalji Shopping Centre,S.V. road, Borivali (West),Mumbai, Maharasht ra-400092

My report.of even date is to be read along with this letter.

7. Maintenance of secretarial record is the responsibility of the managembnt of the

. company. My responsibillty is to express an opinion on these secretarial records basedon my audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.The verification was done 0n test basis to ensure that correct facts are reflected inSecretarial records. I believe that the processes and practices, I followed provide a

reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books ofAccounts of the Company.

4. Wherever required, I have obtained the Management representation about thecompliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules,regulations, standards is the responsibility of management. My examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of theCompany nor of the efficacy or effectiveness with which the management has

conducted the affairs of the Company.


CIN : 151900MH 1981P1C025693

Place: SuratDate: 13TH AUGUST, 2016

35'n ANNUAL REpoRT 2or5-t6

For Jigar Vyas & AssociatesCompany Secretaries

Jigar VyasProprietor

FCS No.8019 CP No. 14468

27


CIN : 151900MH 1981P1C025693 35.h ANNUAL REPORT 2015-16

INDEPEN DENT AUDITOR,S REPORT

To the Members ofMEGH MAYUR INFRA LIMITED

Report on the Financialstatements

we have audited the accompanying financial statements of MEGH MAYUR INFRA LIMITED'

(,,the compdfly"), which comprises the Balance Sheet as at 31 March 20L6, the Statement of

profit and Loss and the Cash Flow Statement for the year ended and a summary of significant

accounting policies and other explanatory information'

Management's Responsibility for the Financial Statements:

The Company,s Board of Directors is responsible for the matters stated in section 134(5) of the

companies Act, 2013 (,,the Act") with respect to the preparation of these financial statements

that give a true and fair view of 'the financiai position and financial performance of the

comp-any in accordance with the accounting principles generally accepted in lndia, including

the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 20L4. This responsibility also includes the maintenance of

adequate accounting records in accordance with the provision of the Act for safeguarding of

the assets of the company and for preventing and detectingthe frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial control, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the

financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditor's ResPonsibilitY:

our responsibility is to express an opinion on these financial statements based on our audit' we

have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be incruded in the audit report under the provisions of the Act

and the Rules made there under.

we conducted our audit in accordance with the standards on Auditing specified under section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonabre assurance about wh'ether the financial statements

are free from material misstatement'

28


CIN : 151900MH 1981P1C025693:s'h ANNUAL REPORT 2015-16

.^r{arminc nrnrodrr t €vidence about thg amounts andAn audit involves performing procedures to obtain audil

disclosures in the financial statements. The procedures selected depend on the auditor's

f;;;; incruJing the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. ln making those risk assessments, the auditor

considers internal financial control relevant to the Company's preparation of the financial

statements that give true and fair view in order to design audit procedures that are appropriate

in,l the circumstances, but not for the purpose of expressing an opinion. on whether the

;;;0..; ;;; i" flr." ,n adequate internal financial controls system over financial reporting

and the operating effectiveness of such controls. An audit alio includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting

estimates made by company,s Directors, as weil as evaruating the overall presentation of the

financial statements

we believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the financial statements.

Opinion ;

ln our opinion and to the best of our information and according t? :h".3xnla1ations

given to us'

the aforesaid financial statements, give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally

accepted in lndia;

ai ln the case of the Balance sheet, of the state of affairs of the company as at March 31'

2016 and

b) ln the case of the Statement of profit and Loss, the Loss of the cbmpany for the year

rus for the year ended on that date.c)lnthecaseoftheCashFlowStatement,thecashflor

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Orde-r") ':::t1b.tthe Central Government of lndia in terms of sub-section (11) of section 143 of the Act,

we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of

the Order, to the extent applicable'

2. As required by section 143(3) of the Act' we report that:

a) We have sought and obtained all the information and explanations which to the best

of our knowlJdge and belief were necessary for the purposes of our audit'

b) ; ;;t opinion proper books of account as required. bv llw have been kept by the

.orprnf lo trr'tt appears from our examination of those books;

c) The Balance sheet & Statement of Profit and Loss dealt with by this Report are in

agreement with the books of account'


CIN : 151900MH1981P1C025693

Date I t3105120L6Place : Surat

35'h RNttuAL REPoRT 2015-16

d)

e)

ln our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. Refer note No. 27.

on the basis of written representations received from the directors as on March 31,2016 taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31, 2016, from being appointed as a director in terms of section L64l2lof the Act.With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rule 20t4, in ouropinion and to the best of our information and according to the explanation given tous:

i. Our explanation on pending litigations which would impact its financialstatements does not arise at company level.

ii. The company did not have any long-term contracts including derivative contractsfor which they were any material foreseeable losses under the applicable law oraccounting standards.

iii. There has been no delay in transferring amounts if applicable, required to be

transferred, to the lnvbstor Education and Protection Fund by the company.

For Rasesh Shah & AssociatesChartered Accountants

-'ii',X,l;?l'n

M. No. :034217FRN:108671W

O-1, Sitverpalm Btdg, Timaliyawad, Nanpura, Surat-395001Gujarat

30


CIN : 151900MH1981P1C025693 35th AtlNUAL REpoRT 2ots-Ll

Annexure to the lndependent Auditor's Report: , ,

The Annexure referred to in lndependent Auditor's Report to th6 members of the Company onthe financial statements of the company for the year ended March 3L,20!6, we report that:

(i). (a) The company does not have any fixed assets during the year, therefore, provision

. regarding thereto are not applicable.

(b) As the company does not have any fixed assets as specified in Paragraph (i)(a),reporting under Paragraph (iXb) and (iXc) of Companies(Auditor's Report) Order,2016 isnot applicable.

(ii). (a) According to information and explanations give to us, the management of thecompany has conducted physical verification at reasonable intervals of inventories during

' the period and no material discrepancies,have been noticed during such verification.;!

(iii). (a) ln our opinion and according to the information and exptanation given to us, thecompany has not granted any loan secured or unsecured to the companies, firms orother parties covered in the regigter maintained under section 189 of the Companies Act,2013.

(b) As the company has not granted any toan as specified in Paragraph {iiiXa), reportingunder Paragraph (iiixb) and (iii)(c) of Companies(Auditor's Report) Order,2016 is notapplicable.

(iv). ln our opinion and according to the information and explanation given to us, thecompany has complied with the provision of section 185 and 186 of theAct, with respectto the loans and investment made.

(v). The company has not accepted any deposits from public.

(vi). To the best of our knowledge and explanation given to us, the provisions of maintenanceof cost records under sub section (1) of Section 148 of the Act are not applicable for tocompany for the financial year 2015-16. Accordingly, paragraph (vi) of Order is notapplicable

(vii). (a) According to the information and explanations given to us, undisputed amountspayable in respect of Professional Tax of Rs. 2,400/- were in arrears as at 31st

March,2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues oflncome Tax, Customs duty, Wealth Tax, Excise duty and Cess which have not been

deposited on account of any dispute.

(viii). The company does not have any loans or borrowings from any financial institution,banks, government or debenture holders during the year. Accordingly, paragraph (viii) ofthe Order is not applicable.

31

(ix). The company did not raise any money by way of initial pubiic offer or further public offer(including debt instruments) and term loans during the year. Accordingly, paragraph (ix)of Order is not applicable.

(x) According to the information and explanation given to us, no material fraud by thecompany or on the company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) According to the information and explanations given to us, and based on ourexamination of the records of the company, the company has not paid/provided for anymanagerial remuneration. Accordingly, paragraph (xi) of Order is not applicable.

(xii) ln our opinion and according to the information and explanation given to us, theCompany is not a nidhi company. Accordingly, paragraph (xii) of the order is notapplicable.

(xiii) According to the information and explanations given to us and based on our examination

' of the records of the company, transactions with the related parties are in compliancewith sections L77 and 188 of the Act where applicable and details of such transactionshave been disclosed in the financial statements as required by the applicable accountingstandards.

(xiv) According to the information and explanations give to us and based on our examinationof the records of the company, the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination

of the records of the company, the Company has not entered into non-cash transactions

with directors or persons connected with him. Accordingly, paragraph (xv) of the Order isnot applicable.

(xvi) The Company is not required to be registered undersection 45-lA of the Reserve Bank oflndia Act 1934. i

For Rasesh Shah & AssociatesChartered Accountants


CIN : [51900MH 198 1P1C025693

Place: SuratDate: 13/051201.6

3s'h AruNUAL REPoRT 2015-16

Rasesh B. Shah(Partner)

M. No. O342L7FRN:108671W

O-1, Silverpalm Blfg, Timaliyawad, Nanpura, Surat-395001 6ujarat

32

MEGH MAYUR INFRA LIMITED 35IhANNUAL REPORT'2015.16

CIN : 151 9o0MHl 98'l PLCo25693

MEGH MAYUR INFRA LIMITED(FORMERLY: PODDAR INFRASTRUCTURE LIMITED)

208, LALJISHOPPING CENTRE, S.V. ROAD, BORIVALI WEST, MUMBAI .

Balance Sheet as at 31st March, 2016

Particulars Note No. 31t03t2016 31103t2015

II. EQUITY AND LIABILITIES

l1t 1 Straretrolder's Funds

llal Strare Capital

l1o1 neserves and Surplus

l1c; trloney received against share warrants

l1Z1 Snare application money pending altotmentI

l{s) tlon-current Liabilities

l(a) Long-term borrowings(b) Defened tax liabilities (Net)(c)'Other Long term liabilities(d) Long term provisions

(4) Gurrent Liabilities(a) Short-term borrowings(b) Trade payables(c) Olher currenl liabilities(d) Short-term provisions

ll.Assets(l ) Non-current assets(a) Fixed assels

(i) Tangible assets(ii) lntangible assets(iii) Capital work-in-progress(iv) lntangible assets under development

(b) Non-current investments(c) Deferred tax assets (net)(ei) Long term loans and advances(e) Other non-current assets

(2) Current assets(a) Current investments(b) lnventories(c) Trade receivables(d) Cash and cash equivalents(e) Short-term loans and advances(f) Other current assets

Total

Total

1N182

3

4

5

6

7

8

I

63,000,00010,782,547

6,334,700

107,483

63,000,00012,204,831

'-

5,033,500

106,371

80.224.730 80.344.702

31,

75,921,

3,924,997

345,779

1,95;

000

000

31,000

75,921,000

3,924,997

465,781

1,g2480.224.730 80,344,702

Notes a part of accounts 14

For Megh Mayur !nfra Limited

As per our report ofeven date

for RASESH SHAH & ASSOCIATES' Chartered Accountants

MitulJ. Shah Rajendra S. Shah(Managing Director) (Director)Place : SuratDate: l3/05/2016

RASESH B. SHAH(PARTNER)

M. No. 034217(F. R. NO.108671W)33

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693

forming a part


MitulJ. Shah Raiendra S. Shah

{Managing Director} (Director)Place : SuratDate: 13/05/2016

. MEGH MAYUR INFRA LIMITED(FORMERLY: PODDAR INFR.ASTRUCTURE LIMITED)

208, LALJ|SHOpptNG CENTRE, S.V. ROAD, BORIVAL| WEST, MUMBAT

35th ANNUAL REPORT 2015.16

As per our report of even datefor RASESH SHAH & ASSOCIATES

Chartered Accountants

RASESH B. SHAH(PARTNER)

M. No. 034217(F. R. NO.108671W)

Profit and Loss statement for the year ended 31st March, 2015

Particulars Note No. 31103t2016 31t03t2015

lll. Total Revenue (l+ll)

(a)Cost of materials consumed(b)Purchase of Stock-in-Trade(c)Changes in inventories of finished goods, work-in-progress

Stock-in-Traded)Employee benefit expensee)Financial costsf)pepreciation and amortization expenseg)Other expenses

Total Expenses

lV. ProfiU (Loss) before exceptionaland extraordinary items and

Itax (lll - lV)Vl. Exceptional ltems t

Vll. ProfiU (Loss) before extraordinary items and taxVlll. Extraordinary ltems

lX. ProfiU (Loss) before tax (Vll - Vlll)X. Tax expense:(1)Current tax(2) Deferred tax

Xl. Profit(Loss) for the period from continuing operations(Vll-Vlll)

Xll, ProfiU(Loss) from discontinuingoperations before tax

Xlll. Tax expense of discounting operationsXlV. ProfiU(Loss)from Discontinuing operations (Xll - Xlll)XV. ProfiU(Loss) for the period (Xl + XIV)

XVl. Earning per equity share:(1)Basic(2) Diluted

1011

12

13

510,9281,646

909,710

305,23;1,1 13

742.4241,422,284 1,048,775

(1,422,284_)

(1,422,284-)

(1,048,775-)

(1,048,7.75)

fi.422.284], n,048.775

(1,422,284) (1,048,775

n.422.284\, fi.048,77,',i

(0.23)(0.23)

(0.17)(0.17)

tes formino a oart of accounts 1

34


CIN : t51900MH1981P1C02559335Ih ANNUAL REPORT 2015-16

MEGH MAYUR |NFM L|M|TED .l(FORMERLY: PODDAR INFRASTRUCTURE LtMITED)

208, LALJI SHOPPING CENTRE, S.V. ROAD, BORIVALI WEST, MUMBAI

Cash Flow Statement for the yoar ended 31 March, 2016

Particulars For the vear ond€d For the vear ondod31t03t2016 31t03t2015

A, cash flow from operatlng activiiles

Net Profit / (Loss) before extraordinary items and taxAdtslnenb_leu.

Depreciation and arnortisation

(1,422,284)

1.422 284

(1,048,775)

(1.O48.775\uperarngtprottt / (toss) before working capital changes (1,422,284) (1,048,775:

lChanqes in workinq capitat:

I Adjustments for (increase) / decrease in operating assets:I lnventories

I Otn.r current assets

I

Adjustments for lncrease / (deuease) in operating liabilities.Trade payablesOlher currenl liabililies

Cash flow frorn extraordinary itemsCash generated from operationsNet income lax (paid) / refunds

lNet cash flow from / (usod inl operating activities (A)I

le. Castr flow from investing activitieslftf,'cl of conversion of fixed assets into stock-in-tradeI

lruet casn flow from / (used in) invesilng activities (B)

I

lC. Castr flow from financing activitios

I

lProceeds from long-lerm borrowings

jf.r*t .."rr flow from / (used in) financlng activlfies (C)

ii'let increase / (decrease) in Cash and cash equivalents (A+B+Cl

!Cash and cash equivalents at the beginning of the yearlHffect of exchange differences on restalement of foreign currency Cash and

tlol

1,112

tr,sz4l

1 3050

ash equivalenl

fi.421.202 1.037.649)

n.421.2021 {1.037.6491

1 301 200 1 000000

1 30{ 200 1 000000

(1 20,002)465,781

(37,649)503.430

and cash equivalents at the end ot lhe year 345.779 465.781


MitulJ. Shah(Managing Director)Place : SuratDate: 1 3/05/2016

Rajendra S. Shah(Diroctor)

As per our report of even date

/or RASESH SHAH & ASSOCIATESChartered Accountants

RASESH B. SHAI{(PARTNER)

M. No. 034217(F. R. NO. 108671W)

35

MEGH MAYUR INFRA LIMITEO

CIN : 151 9O0MH1 981P1C025693

35Ih ANNUAL REPORT 2015.16

Schedule: tA


(FORMERLY PODDAR INFRASTRUCTURE LIMITED)

2os, LALJISiOPiIUC CENTRE, S.V' ROAD, BORIVALIWEST, MI"IMBAI

NOTESFORMINGAPARTOFBALANCESHEETASAT3lSTMARCH'2016

STATEMENT SHOWING DETAILS OF SHARE CAPITAL

ls at St March,2015Particulars As at 31 March, 2016

Number ofchrres

AmountNumber of

!rharesAmount

6,500,000 6s.000.000 6,500,000 65 000.000(a) AuthorisedEquity shares of Rs. 10/- each with voting rights

(b) lssijedEquity shares of Rs. 10/- each with voting rights

(c) Subscribed and fullY Paid uP

Equity shares of Rs. 10/' each with voting rights

(d) Subscribed but not fully paid up

Lquity shales of Rs. 10/- each with voting rights, "Nil" not paid up

(out of the above, 60,00,000 equity shares of Rs' 10/- each' full paid up

have been issued out of capitalisation of free reserves) -

Total

6.500,000 65,000,000 6,500,000 65,000,000

6,300,000 63,000,000 6,300,000 63,000,000

6,300,000 63,000,000 6,300,000 63,000,00u

6.300.000 63,000,000 6,300,000 63,000,000

6.300.000 63,000,000 6,300,000 63,000,000

6.300,000 63,000,000 6,300,000 63,000,000

DETAILS OF SHARES HELD BY EACH SHAREHOLDER HOLDING MORE THAN 5% SHARES

Class of shires / Name of shareholder As at 31 March, 2016 As at 3'l March. 2015

NumbEr ofshares held

% holding lnthat class of

qhares

Number ofshares held

% holding inthat class of

aharac

@Mitul J. ShahRaiendra Shah

212940C21 3360C

33.80' 33.87

212940021 33600

33.8033.87

36

I\ITGH MAYUR INFRA LIMITEO 35th ANNUAL REPORT 2015.16

CIN : 151900MH1981P1C025593

,..::' i Schedule:1B

STATEMENT SHOWING RECONCILIATION OF NUMBER OF SHARES AND AMOUNT

nt lT RTANNING AT .HE BEGINNING AND AT THE END OF

Particulars OpeningBalance

Freshlssue

Bonus ESOP Gonverslgn Buy back Other changes(glve detalls)

ClosingBalance

Equity shares with votingrights

Year ended 31 March,

2016- Number of shares- Amount (Rs.)

Year ended 31 March,

2015- Number of shares- Amount (Rs.)

6,300,00063,000,000

6,300,00063.000.000

6,300,00063,000,000

6,300,00063,000,000

37

Schedule : 2Reserves

Particulars As on 3'l/03/2016 As on 31/03/2015

Reserves and Surolus(i)Caoital Reserve

Opening BalanceAdd: Additons during the yearLess: Utilized/Transferred during the yearClosing Balance

(ii)Profit & Loss a/cOpening BalanceAdd: Additons during the yearLess: Utilizedffransferred during the yearClosing Balance

2,517,605 2,517,605

2,517,605

9,687,226

fi.422.284\

2,517,605

10,736,001

(1,048,775)

8,264,942 9,687,226

Total 10.782.547 12.204.83'l

MEGH MAYUR INFRA IIMITED

CIN : 151900MH 1981P1C025693

{i) Secured(a) From Directors(b) From Others

{iii Unsecured(a) From Directors

(c) From Others

scHEpulEs FoRMTNG PART OF BALANCE SHEET AS AT 31ST MARCH. 2016

- Term

Non - Current lnvestments

3sth.ANNUAL R€PORT 20I5.15

5,033,

Schedule : 5

Schedule ; 4Other Current Llabi

Particulars As on 31/03/2015 As on 31/03/2015

Other PayablesAudit Fees PayableAGShaikh&Co.Secretarial Audit Fees PayableRasesh Shah & Associates (Professional Fees Payable)Professional Tax PayableTDS PayableBharat Shah (Outstanding Expenses)Provision for Telephone ExpenseShikha Shah (Retention of Salary)Provision for Electricity ExpenseSalary PayableSharepro Services (l) Private Limited

10,000

20,00028,625

5,400

1 3,1 58200

10,5001,000

18,600

10,00025,000

28,0901,5002,809

14,295200

68023,700

97

Total 107.483 1 06.371

Particulars As on 31/03/2016 As on 31/03/2015

Other lnvestmentst"*"tr"rtt i" g""it" Sn;*t

Quoted lnvestmentsPadmini Tecnologies Ltd. (at cost)

Unquoted lr,vestments31,000 31,00;

Total 31,000 31,00c


CIN : 15190OMH1981P1C025693

35Th ANNUAL REPORT 2015-15

Schedule : 6Loans and Advances

Particulars AS On JlroJrZUl0 As on 31/03/2015(a) Secured Deoosits

(i)Secured. considered qoodRent DepositTelephone Deposit

(ii)Unsecured. considered oood(iii)DoubtfulLess : Provision for Doubtful Deposits

(b) Loans and Advances to Related Parties(ilSecured. considered qood(ii)Unsecured. considered qood

Megh Mayur Realities Pvt. Ltd. (Advance for Property)(iii)?oubtfulLesS: Provision for Doubtful Deoosits

120,0001,000

75,800,000

120,000,,*:

75,800,000

lotal 75.921.000 75.921.000

Schedule : 8Cash & Cash

Particulars As on 3'l/03/2016 As on 31/03/2015

li)Balances with BankBank of Baroda

iii)Cash on Hand337,281

8,498456,076

9,705

Total 345,779 465.781

Schedule : 9Other Current

Particulars As on 31/03/20'15 AS On JITUJ,ZU'|U

Prepaid !nsurance 1,954 1,924

Total 1,954 1,924

39


CIN : 151900MH 1981ptC0256933sth ANNUAT R€PORT 2015.T5

Schedule : 10

Schedule : 12

SCHEDULES FORMING A PART OF PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED ON 31ST MARCH, 2016

in Flnished & Stock-in.TradeAs on 31/03/20't6 As on 31/03/2015

(i) lnventories at the end of the vearFinished GoodsWork-in-ProgressStock-in-Trade

(ii) lnventories at the beqinninq of the vearFinished Goods

,1 Work-in-ProgressStock-in-Trade

3,924,997

3,924,997

3,924,997

3,924,99;

rtEr il rut s.tuti/l qeCfgaSel

Schedule: 11E tsenefits

As on 31/03/20'16 As on 31/03/2015

Bofius paidStaff lnsurance ExpensesSalary & Wages

37,7002,008

471.220

16,00077

289 161

510,928 305,238

FinanceAs on 3't/03/2016 As on 31/03/2015

Bank C[arges1.646 1,1 131.546 1.11

Schedule: 13Other

r sr tr9utct 9 As on 3110312016 As on 31/03/2015I

lAdminlstratlve and General Exp€nseslAudit Fees

lAdvertisement ExpenseslElectricity Expenses

llntrest on TDSLegal And Professional FeesOffice ExpensesOffice Rent ExpensesPostage and Courier ExpensesProfessional TaxService ChargesSitting Fees To DirectorsStationery And Printing ExpensesTelephone ExpensesMiscellenious ExpensesListing Fees

38,62572,68713,750

32231,207

10130205083

119052500

51 52632000128032698

44)224.7201

38,09074,61010,010

106218,215

98881 88850

50702500

3932632oool

8e44 I

2455]|

1 12.3601909.710 742.424

40


CIN : 151900MH 1981P1C025693 35.h ANNUAL REPORT 2015-16


208, LAUISHOPPING CENTRE, S.V ROAD, BORIWAI-I(WI, MUMBAI, MAIIARASHTRA

NOTE NO.14: SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies adopted in the preparation and the presentation of the

accounts is stated as under. These accounting policies adopted by the company are as

per standard accounting practices prescribed by the lnstitute of Chartered Accctuntants

of lndia

(A) Basis of preparation of financial statements:

(i) The financial statements have been prepared on accrual basis in accordance with

the Generally Accepted Accounting Principles ('GAPP') in compliance with the provision

. of the Companies Act, 2013 (the 'Act') including the Accounting Standards specified

. under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, zAU.

Further, the guidance notes/announcements issued by the lnstitute of Chartered

Accountants of lndia are also considered, wherever applicable. The financial statements

are prepared on the basis of qoing concern, The company follows mercantile system of

accounting and recognizes income and expenditure on accrual basis.

(ii) Accounting Policies not specifically referred to otherwise are consistent withgenerally accepted accounting principles followed by the company.

(iii) All income and expenditure items &assets and liabilities having a material

bearing on the financial statements are recognized on accrual basis.

Use of Estimates

The preparing the Financial Statements in conformity with accounting principles

generally accepted in lndia. Management is required to make estimates and

assumptions that affect the reported amounts of assets and liabilities and the disclosure

of contingent liabilities as at the date of Financial Statements and the amounts of

revenue and expenses during the reported period. Actual results could differ from those

estimates. Any revision to such estimates is recognized in the period the same is

determined

(C) lnvestments:

lnvestments are valued at cost of acquisition and related expenses

(D) lnventories:

Closing Stock - Stock-in-Trade is valued at cost consisting of land development,

construction, administration and other expenses or market value whichever is lower.

(B)

4t

MEGH MAYUR INFRA LIMITEDCIN:151900MH1981P1C025693 ! 35.h ANNUAL REPoRT 2015-16

(D)

NOTE NO. 15: OTHER NOTES FORMING PARTS OF ACCOUNTS:

(A) Contingent liability in respect of bills discounted with bank is Rs. Nil.

(B) There is no employee who was in receipt of remuneration which in aggregate was morethan Rs. 60,00,000/- per annum if employed throughout the year and not less than Rs.

5,00,000/- per month if employed for part of the year.

(C) Auditor's Remuneration:

Cr. Year Pr. Year

A (i) As Auditor 28625 28090

B As advisor, or in any other capacity, in respect of:

(i) Company Law Matters

(ii) Taxation Matters

Earnings Per Share (EPS):

Previous year's figures have been re-grouped and re-casted wherever necessary

Related Party Transactions:

Disclosure required as per AS-1.8 issued by lCAl in respect of related party is as under. Asper accounting Standard 18, issued by the lnstitute of Chartered Accountants of lndia,the disclosures of transactions with the related parties as defined in the AccountingStandard are given below:

(E)

(F)

Sr"

No.Particulars 2015-15 201.4-LS

Net Profit as per Profit & Loss Account

(Numerator used for calculation)

{.14,22,2941. (10,48,775)

il Number of weighted average equity sharesused as Denominator for calculating EPS

53,00,000 63,00,000

iii Basic and Diluted Earnings per shares of Rs.10

each(0.23) (0.17)

42


crN : 151900MH1981P1C025693 35'h ANNUAL REPORT 2015.16

List of Related Parties where eontrol exists

Sr. No. Name Relatives

1. MitulJ. Shah Key Managerial Personnel

2. Rajendra S. Shah Key Managerial Personnel

Entity under Common Control MitulShah Rajendra Shah

3. Abhyudaya Textile Pvt. Ltd. Director

4. Bella Apartments Pvt. Ltd. Director

5. Bhavik Properties Pvt. Ltd. Director

6, Darshan Apartments Pvt. Ltd Director

7. Dharmarth Construction Pvt Ltd Director

8. Megh Mayur Reality Pvt. Ltd. Director Director

9. Mitul Construction Pvt. Ltd Director

10. Mitul Hotels Pvt. Ltd. Director

11. Nami Properties Pvt. Ltd. Director

T2, Nutan Apartmenrts Pvt. Ltd. Director

13. Poojan Properties Pvt. Ltd. Director

i 1d Rutvan Hotels Pvt. Ltd. Director

15. Sarswat Properties Pvt. Ltd. Director

16, Sarthi Properties Pvt. Ltd. Director

17. Sumeru Textile Pvt. Ltd. Director

18. Vasupunjay Construction Pvt. Ltd. Director

19. Samkit Enterprise LLP Designated Partners

20. iava Realities Pvt. Ltd. Director

2t, Silver Arch Flats Pvt. Ltd. Director

22. Shruti Park Pvt, Ltd. Director

43

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693 35'h ANNURL REPoRT 2015-16

23. Sanskruti Flats Pvt. Ltd Director

24. Samarth Flats Pvt. Ltd. Director

25. Samrat Apartments Pvt. Ltd. Director

26. Sashwat Park Pvt. Ltd. Director

27. Siddhchal Properties Pvt, Ltd. Director

28. Megh Mayur Associates . Partner

29. Chimanlal Corporation Partner

30. Samruddhi Corporation Partner Partner

31. Darshan Ratana Buildcon LLP Partner

32. Arihant Corporation Partner Partner

33. Shott Amusement LLP Designated Partner

Related party disclosure with whom transactions have taken place:

Sr.

No.

Nature of transaction Keymanagement personnel

Relatives to Keymanagementpersonnel

Others Total

A) Loans Taken:Taken during the yearRepaid during the Vear

1.3,00,000/- 13,00,000/-

44

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981p1C025693

Form No. SH-13-Nomination Form[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share

Capital and Debentures! Rules 2}t4lTo,

Megh Mayur lnfra Limited,208, LAUI SHOPPING CENTRE, S.V.ROAD,BORIVLI (WEST) MUMBAI Mumbai City MH 400092 tN

35'h TNNUAL REpoRT 201s-16

atl/We residing

or s E,rvsil ner eu,rqer wrsn ro maKe nomtnation and do hereby nominate thefollowing person in whom shall vest, all the rights in respect of such securities in the event ofny/our death.

J') Particulars of the Securities (in respect of which nomination is being made)

Farticulars of Nominee

Relationship with securityholder:

Nature ofSecurities

Folio No. No. ofSecurities

Certificate No. Distinctive No.

From To

Date of Birth:Father's Mother/Spouse Name: Occupation: Nationality:

Address:

Pin Code:

Signature of Nominee:Please affixrecent passport

size photographof the Nomineesigned across

45


, CIN : 151900MH1981P1C025593

Name of the Security Holder(s)

35th ANNUAL REPoRT 2015-16

Signature

1.

2.

3.

Name of witness:

Address of witness:

Signature of Witness with date

Pin codePlace: Date:

Please fill this Nomination form in Duplicate ,after carefullv r€adine the instruction eiven

below:

1 The Nomination can be made by individual's only holdings shares singly or jointly. Non-individuals including Sociefy, Trust, Body Corporate, Partnership firm, Karta of Hindu

Undivided Family and Power of Attorney holder cannot nominate.2 The nominee shall not be a Trust, Society, Body Corporate, Partnership firm, Karta of

Hindu Undivided Family and power of attorney holder.3 The shareholder [s] can nominate a minor as a nominee and in that event the name and

address of the guardian shall be provided,

4 As per section 72 of Companies Act 2013, if the shares are held by more than oneperson jointly, then the joint holders may together nominate a person to whom all therights in the shares of the Company shall vest, in the event sf death of all the jointholders.

5 lf the shares are held jointly, subsequent to the death of anyone of the holders, theshares would not be registered in favour of the nominee but would be transferred in thename of the surviving shareholders.

5 The nomination form filled in "duplicate" should be lodged with the Registrar and Share

transfer Agent of the Company i.e. M/s. SATELLITE CORPORATE SERVICES P LTD, 8-302,

Sony Apartment, Opp. St. Jude High School, 90 Feet Road, Jarimari, Sakinaka, Mumbai-4OOO72. The Registrar will return one copy of the nomination form to the shareholder

after registering the nomination. The registration number allotted will be furnished in

the said form.7 The shareholder[s] can delete or change an earlier nomination by executing Form No.

SH-14 (Cancellation or Variation of Nomination form)8 Nomination stands cancelled whenever the shares in the given folio are transferred/

dematerialized. Also in case of change in folio due to cohsolidation/ transmission a newnomination has to be filed.

9 The nomination made through Form No, SH-L3 will be considered valid if the

46


CIN : L5 1900MH 1981P1C025693, 35.h ANNUAL REPoRT 2015.16

nomination made by the holder[s] of the shares is registered with the company beforethe death of the registered holder[s] of the shares.

10 Kindly note that the nomination being a legal document should be dated by thenominator and the witness should certify that the nominator has signed the form intheir presence. Furthermore the date of execution on the Nomination Form shouldmatch with the date of witness, witnessing the document.

11 Affixing photograph of the Nominee is not mandatory and if affixed the nominee shouldsign across the photograph.

FOR OFFICE USE ONLY

Nomination RegistrationNo.

Date of RegistrationSignature of Employee with CodeNo.

47


CIN : 151900M H 1981P1C02s693 35th ANNUAL REPoRT 2015.16

Form No. SH-14

Cancellation or Variation of Nomination

[Pursuant to sub-section (3] of Section 72 of the Companies Act, 2013 and rule 19(9] of theCompanies (Share Capital and Debentures) Rules 201'41

Name of the Company:Registered Address of the Company :

I llWe hereby cancel the nomination(s) made by me/us in favour of (name(s)

and address of the nominee) in respect of the below mentioned securities.

Orl/We hereby nominate the following person in place of as

nominee in respect of the below mentioned securities in whom shall vest all rights in respect ofsuch securities in the event of my / our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being cancelled /varied)

(z) (a) PARTICULARS oF THE NEW NoMINEE/S -i, Name:ii. Date of Birth:iii. Father's / Mother's / Spouse's name:iv. Occupation:v. Nationality:vi..Address:vii. E-mail ld. & Telephone No. :

viii. Relationship with the security holder:

(b) rN cAsE NEW NOMTNEE rS A MINOR

i. Date of birth:ii. Date of atiaining majority :

iii. Name of guardian:

iv, Address of guardian :

(3) PARTTCULARS OF NOMTNEE rN CASE MINOR NOMTNEE DIES BEFORE ATTAINING AGE OF

MAJCRITY --

(a) Name :

(b) Date of Birth(c) Father's / Mother's / Spouse's name:

Nature ofSecurities

Folio No. i No. of Securities Certificate No. Distinctive No.


CIN : 151900MH1981P1C025593 35.h ANNUAL REPORT 2015-16

(d) Occupation :

(e) Nationality :

(f)Address :

(g) E-mail id. & Telephone No" :

(h) Relationship with the security holder{s) :

(i) Relationship with the minor nominee :

. Name(s) and Address of Security holder{s): Signature(s)

Name and Address sf Witness: Signature(s)

49

MEGH MAYUR INFRA TIMITEDCIN : 151900MH1981p1C025693

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35.h ANNUAL REPoRT 2015.16

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50


CIN : 151900MH1981P1C02559335th RttNUlL REPoRT 2015'15

PROXY FORM

[Pursuant to section 105(61 of the companies Act, 2013 and Rule 19(3) of the companies

(Management and Administration) Rules, 20141

Name of Member(s) :

Registered address :

E-mail lD:

Folio No. / Client lD No. :

DP lD No.:

l/We, being the member(s) of Shares of

Megh Mayur lnfra Limted (Formeil known as Poddar lnfrastructure Limited), hereby appoint:

1. Name:

Email lD:

Address:Signature:

Or failing him/her;

2. Name:

Email lD:

Address:Signature:

Or failing him/her;

3. Name:

Email lD:

Address:Signature:

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the THIRTY 4

ANNUAL GENERAL MEETTNG of the company to be herd on THURSDAY, 29th september,20L6 at

11.30 a.m. at 208, Lalji Shopping Centre, S.V. Road, Borivali (West), Mumbai - 400092 and at

any adjournment thereof in respect of such resolutions as are indicated below:

51

Resolutionsordinary Business

r the year ended1. To receive, consider and adopt the Financial Statements of the CompanV fol

on 31st March, 20!6, including the audited Balance sheet is at 31st March, 2016' the

statement of profit & Loss for the year ended on that date and the reports of the Board of

Directors ("the Board") and Auditors thereon

2.:To appoint Director in place of shri Rajendra shah (DlN 01765634) who retires by rotation-

.nll.ing eligible, offers himself for re-appointment'


CIN : 151900MH1981P1C025693

3. Ratification of appointment of Auditors'

Special Business

4. Appointment of Ms. Palak Sejwani

(DlN 07563523) as the Director of the Company

35.h ANNUAL REPORT 2015.16

Affix

Revenue

StamP

Signature of

Signed this day of

-2OL6

SignatureProxyholder(s)

memberof the

Y comPleted and dePosited at theNote: This Forrn in order to be effective should be dul'

Registered office of the company not less than 48 hours before the commencement of

the Meeting.

52


CIN : 151900MH1981P1C025693

TTENDENCE SLIP

THIRTY FIFTH ANNUAL GENERAL MEETING

Thursday, the 29th September,zOtG

Full Name of the Shareholder/ Proxy:

35'n rttruueL REPoRT 2015-16

Regd. Folio No./Client lD.:

No. of Shares Held:

I certify that I am a registered shareholder/Proxy for the Registered Shareholder of theCompany.

I herby record my presence at the Thirty Fifth Annual General Meeting of the Company at 208,

Lalji Shopping Centre, S,V. Road, Borivali (West),Mumbai - 400 092 at 11:30 a.m. on Thursday,

the September 29th, 20L6.

Proxy name irt Block Leti:ers Mem ber's/Proxy Signaiu re

Note: 1.. lf attending please bring this form duly completed at the time of the Meeting.2. Only Member/Proxy holder can attend the Meeting.

REMOTE C.VOTI NG PARTICULARS

REVEN

(Renrote

Number)

USER ID

E-voting Event

+0:559

53

BOOK - POST

If undelivered please return to:

MEGH MAYUR INFRA LIMITEDRegistered Office: 208, Lalji Shopping Centre, S.V. Road,

Borivali (West), Mumbai - 400 0gz

@f. megh,mayur infra limited f · 2016-10-10 · .@f. f to, the manager, co rporate service bse...

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