Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31,2024.
1. Financial summary or highlights/Performance of the Company (in lakhs)
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PARTICULARS
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Yearended
31st March 2024
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Yearended
31st March 2023
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Total Income
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2023.69
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772.19
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Total Expenditure
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2008.49
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844.34
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Profit/(Loss) before Exceptional & Extraordinary Items & Tax
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15.20
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(72.14)
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Exceptional Items
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Extraordinary Items
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0.00
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0.00
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(140.50)
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0.00
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Profit/(Loss) before Tax
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15.20
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68.36
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Less: Provision for Tax
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Current Tax
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3.48
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18.30
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Deferred Tax
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-0.36
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-0.59
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Provision
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0.03
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0.20
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Profit/Loss after Tax
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12.11
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50.45
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Earnings per share (Rs. 10/- each)
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Basic & Diluted (in Rs.)
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0.14
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0.57
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2. Brief description of the Company’s working during the year/State of Company’s affair
As detailed above, during the year company made profit to the tune of Rs. 12.11/- (in lakhs) as compared to previous year's
profit of Rs. 50.45/-(In lakhs).
Your company started to earn from the major activity of trading in fruits and vegetables and some software business during
the year,
3. Dividend
In view of not sufficient profit, the Directors are unable to recommend any Dividend for the year.
4. Reserves
No amounts are transferred to Reserves during the year.
5. Share Capital
Issue of Shares with Differential Rights:
The company has not issued any shares with differential rights under the provision of Section 43 read with Rule 4(4) of the
Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] . Hence, no details are provided for it.
Issue of Sweat Equity Shares
The company has not issued any shares under the provision Section 54 read with Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014. Hence, no details are provided for it.
Mr. Kumar Vasanlal Shah, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself
forreappointment.
7. Particulars of Employees
The Company has 4 permanent employees in respect of whom information is to be furnished under Section 197 of the
Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, statement of particulars of em ployees of the Com pany.
8. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 Board Meetings and 4
Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (LODR) Regulations, 2015, the Board has
carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out
has been explained in the corporate governance Report.
10. Declaration by an Independent Director(s) and re- appointment, if any
The Company has received declarations from all the Independent Director(s) confirming that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI
(LODR) Regulations, 2015 as amended.
11. Remuneration Policy
The Board will on the recommendation of the Nomination & Remuneration Committee frame a policy for selection and
appointment of Directors, Senior Management and their remuneration.
12. Managerial Remuneration:
During the year under review, Mr. Kumar V. Shah, Chairman and Managing Director was paid Rs. 4,00,000/- per annum
as remuneration.
13. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any of Subsidiary/Joint Ventures/Associate Com panies as at the year end. : Annexure 1
14. Auditors:
The Auditors, M/s S D P M & CO., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible,
offer themselves for reappointment-subsequent M/s. S D P M & Co., Chartered Accountants (Firm Registration Number:
126741W) were appointed as Statutory Auditors of the Company in board meeting held on 31st October, 2023 and was
approved in the shareholder's meeting held on 20th January, 2024 from this Annual General Meeting to conclusion of 39th
Annual General Meeting.
15. Auditors' Report
The Auditors’ Report does not contain any qualification.
16. Disclosure about Cost Audit
During the year, the Cost Audit was not applicable to the Company and hence no details are provide for it.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. M K SAMDANI & CO., Practicing Company Secretary
has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III
to this report.
Regarding qualification and remarks in the Secretarial audit report, your Board offer following explanation.
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Secretarial Auditor Observations
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Management Comments
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The Company Disclosed the result for the Financials
year ended 31st March 2024 on the Date 29th June
2024.
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Company maintain books of accounts In Electronic
mode and due to crash in the system we are not able
to get our data on time. We ensure that we will take
care of our system so that this kind of things will not
come again.
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Company has appointed CFO Gayatri Umesh Mistry
on 03rd April, 2024. Which is delayed by one month.
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Company is looking for suitable candidate for the
said post so for that reason it took time for
appointment of CFO, but we complied with all other
regulations.
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It has been observed that the auditor who conducted
the previous financial audits and signed First Quarter
i.e. 30th June 2023 did not undergo a peer review
process.
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In respect of that Company appointed new statutory
auditory which is verified and approved by the audit
committee
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Both Independent Directors not registered in
independent director data bank and also not cleared
the independent director exam.
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Company has already informed to the concern
director to get it registered in the data bank
maintained by The Indian Institute of Corporate
Affairs, (“MCA”).
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The Company has Internal Audit and Internal Control System commensurate with the size, scale and complexity of its
operations.
18. Internal Audit & Controls
19. Issue of Employee stock options
During the year under review, the Company has not issued any employee stock options and accordingly no details are
provided for it.
20. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established.
21. Risk management policy
Pursuant to section 134(3) (n) of the Companies Act, 2013 and provisions of SEBI (LODR) Regulations, 2015, the company
has framed a risk management policy for the Company including identification therein of elements of risk, if any, which in
opinion of the Board may threaten the existence of the company.
At present the company has not identified any element of risk which may threaten the existence of the Company.
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014,
23. Material changes and commitments,
If any, affecting the financial position of the company which have occurred between the end of the financial year of the
com pany to which the financial statements relate and the date of the report
There are no material changes and commitments affecting financial position of the Company occurred between the end of
the financial year of the company to which the financial statements relate and the date of the report.
24. Details of significant
Material orders passed by the regulators or courts or tribunals impacting the going concern status and company's
operations in future
There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and company's operations in future.
25. Deposits
During the year, the Company has not accepted any deposits from public.
26. Particulars of loans, guarantees or investments under section 186
1. Details of Loans:
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SL.
No.
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?ate of
making
loan
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Details of
Borrower
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Amount
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Purpose for
which the
loan is to be
utilized by the
recipient
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Time
period for
which it is
given
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Date of
ER
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Date of
SR (if
reqd)
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Rate of
Interest
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Security
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NIL
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2. Details of Investments:-figure of investment
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SL.
No.
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Date of
investment
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Details of
Investee
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Amount
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Purpose for which the
proceeds from investment
is proposed to be utilized
by the recipient
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Date of BR
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Date of SR
(if reqd)
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Expected
rate of
return
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3. Details of Guarantee / Security Provided:
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SL.
No.
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Date of
providing
security/
guarantee
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Details of
recipient
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Amount
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Purpose for which the
security/guarantee is
proposed to be utilized by
the recipient
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Date of BR
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Date of SR
(if any)
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Commission
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NIL
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27. Particulars of contracts or arrangements with related parties
During the year under review, Company has paid Rs.1,44,000/- as rent for using the premises as Registered office to Dr.
Shikha Kumar Shah, daughter and Mrs. Deepa Kumar Shah, wife of Mr. Kumar V. Shah, Chairman and Managing Director.
These contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length transactions under third provision are disclosed in the Notes
__to the financial statements. : Annexure 2
/ r1
' 28. Corporate Governance Certificate
This is to declare that in order to comply with Regulation 27(2) of SEBI (LODR), Regulations, 2015 read with Regulation 15
of Chapter IV SEBI (LODR) Regulations, 2015, the Paid up Capital of the Company Mitshi India Limited is not exceeding
Rs. 10 Crores, i.e., Rs. 8,80,00,000 and the Net worth is less than Rs. 25 Crores, i.e., Rs. 2,68,54,000 as on the last day of
the previous financial year ended, 31st March, 2024 hence corporate governance is Not Applicable to the company.
29. Management Discussion and Analysis-
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2024.
Statutory Disclosures
The Company has no employees in respect of whom information under section 197 of the Companies Act, 2013 read with
rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
30. TheSexual Harassment of Women at Workplace (Prevention, Prohibition and Red ressal) Act, 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under
provisions of The Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.During
the year Company has not received any com plaint of harassment.
31. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: The
Company has not carried out any manufacturing activity during the year.
(a) Conservation of energy
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0)
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the steps taken or impact on conservation of energy
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Not Applicable
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fi)
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the steps taken by the company for utilizing alternate sources of energy
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Not App icahle
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(ill)
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the capital investment on energy conservation equipment's
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Not Applicable
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(b) Technology absorption
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<•)
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the efforts made towards technology absorption
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Not Applicable
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(M)
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the benefits derived like product improvement, cost reduction product development or
import substitution
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Not Applicable
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(Hi)
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in case of imported technology (imported during the last three years reckoned from the
beginning of the financial yearp
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Not Applicable
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(a) the details of technology imported
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Not Applicable
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(b) the year of import.
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Not Applicable
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(c) whether the technology been fully absorbed
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Not Applicable
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(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof
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Not Applicable
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(iv)
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the expenditure incurred on Research and Development
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Not Applicable
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(c) Foreign exchange earnings and Outgo
i) Foreign exchange earnings: NIL
ii) Foreign exchange Outgo: NIL
32. Corporate Social Responsibility (CSR)
Due to Inadequate Profits, the company was not required to spend any amount towards Social Responsibility, and hence
nodetailsforthe same are provided.
k. J
The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)
(c)read with section 134(5) of the Companies Act, 2013 and Clause 49 (III) (D) (4) of the listing Agreement with Stock
Exchanges —
(a) In the preparation of the annual accounts, the applicable accounting standards have been Followed along with proper
explanation relating to material departures, if any;
(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 com pany at the
end of the financial year and for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, have laid down internal 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.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).
35. Listing with Stock Exchanges:
The Company is listed with BSE Ltd
36. Status under Sick Industrial Companies (Special Provision) Act, 1985
The Company is not a Sick Industrial Company within the meaning of Section 3(1) (o) of the Sick Industrial Companies
(Special Provision) Act, 1985.
37. Acknowledge
Your Directors would like to acknowledge to all contribution, support, help received from all the stakeholders, government
Agencies, Banks.
By Order of the Board of Directors
MITSHI INDIA LIMITED
SD/-
Kumar Shah
Chairman and Managing Director
DIN:- 01451912
Registered Office:
2, Juhu Aradhana, Chs Ltd.
Juhu lane, Mumbai - 400 058.
Place : Mumbai
Date : 12/08/2024
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