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HARSHIL AGROTECH LIMITED Proxy Solicitation & Information Statement 2021

Aug 12, 2021

59446_rns_2021-08-12_653e03de-23d7-4506-b097-1c833c47437e.pdf

Proxy Solicitation & Information Statement

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'Aurus Chambers', 8B Wing, 701, 7th Floor, S.S. Amrutwar Marg, Worli, Mumbai - 400 013 Tel ; Off: +91-22-3246 9466 » Telefax ; +91-22-2490 9003 * Email : uvwisk| @ gmail com

August 12, 2021

To, BSE Limited P. J. Towers, Dalal Street, Fort, Mumbai - 400001.

Scrip Code: 505336

Sub: Submission of Annual Report for the Financial Year 2020-21

Dear Sir/Madam,

Pursuant to Regulation 34 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby submit the Annual Report for the financial year 2020-21. The same is also available on the website of the Company.

Kindly take the same on your record.

Thanking you,

Yours Faithfully, For Mirch Technologies (India) Limited

Uy LLL —

Ushadevi Ladha Managing Director Encl: A/a

Notice

Notice is hereby given that the 48th Annual General Meeting of the Company will be held on Monday, 06th September, 2021 at the Registered office of the Company at B -701,7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai – 400013, at 11:30 a.m. to transact the following business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Standalone Audited Balance Sheet as at 31st March, 2021 and the Statement of Profit and Loss for the year ended on 31st March, 2021 along with Directors' Report and Auditors' Report thereon and in this regard to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT the standalone audited financial statements of the Company for the financial year ended on March 31, 2021 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted."

  1. To appoint a Director in place of Shri Kumar Sambhaw Ladha (DIN 00478616) who is liable to retire by rotation at this meeting and being eligible offered himself for re-appointment and in this regard to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Kumar Sambhaw Ladha (DIN 00478616), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

SPECIAL BUSINESS:

  1. To ratify the appointment of Smt. Ushadevi Ladha (DIN 06964508) as the Managing Director of the Company and in this regard to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203, and as per the recommendation of Nomination & Remuneration Committee and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification (s) or re-enactment thereof for the time being in the force), read with Schedule V to the Companies Act, 2013 and the Articles of Association of the company, consent of the members of the company be and is hereby accorded to the appointment of Smt. Ushadevi Ladha (DIN 06964508) aged 76 years as the Managing Director and the Chairperson of the Company for a tenure of 5 years with effect from November 13, 2020 till November 12, 2025.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 and as per the recommendation of Nomination & Remuneration Committee and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory

modification (s) or re-enactment thereof for the time being in the force), read with Schedule V to the Companies Act, 2013 and the Articles of Association of the company, consent of the members of the company be and is hereby accorded to the payment of remuneration and perquisites and allowances as specified in schedule V of the Companies Act, 2013 to Smt. Ushadevi Ladha (DIN 06964508), the details of which are given in the explanatory statement annexed hereto.

RESOLVED FURTHER THAT, the Board of Directors of the Company or any Committee thereof be and is hereby authorized to do all such acts, deed and things as in its absolute discretion it may think necessary, expedient or desirable to settle any question or doubt that may arise in relation to give effect to the forgoing resolution."

By Order of the Board of Directors For Mirch Technologies (India) Limited

Sd/-

Place: Mumbai Ushadevi Ladha

Dated: 28th June, 2021 Managing Director

NOTES:

    1. A MEMBER ENTITLED TO ATTEND AND VOTE 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. THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
    1. Members are requested to bring their attendance slip along with their copy of Annual Report to the meeting.
    1. Relevant documents referred to in the accompanying Notice open for inspection by the members at the Registered office of the Company on all working days, except Saturday, during business hours up to the date of the meeting.
    1. Corporate members intending to send their Authorized Representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
    1. The Register of Members and Share Transfer Book of the Company will be closed from 03rd September 2021 to 06th September, 2021 (both days inclusive).
    1. Members holding share in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / RTA.
    1. The Securities and Exchange Board of India (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 their PAN to their Depository Participant with whom they are maintaining demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.
    1. Members holding shares in the single name and physical form are advised to make nomination in respect of their shareholding in the Company. The nomination form will be sent by RTA on request to the respective shareholders.
    1. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to RTA, for consolidation into a single folio.

Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communication including Annual Reports, Notices, and Circulars etc. from the Company electronically.

    1. Members are requested to make all correspondence in connection with shares held by them by addressing letters directly to the RTA or the Company at its registered office address.
    1. As per Ministry of Corporate Affairs' (MCA) Green initiative, all the members are requested to intimate their e-mail address to the Company's Registrar and Share Transfer Agent whose e-mail ID is [email protected] mentioning the Company's name i.e., Mirch Technologies (India) Limited, so as to enable the Company to send the Annual Reports and Accounts, notices and other documents through electronic mode to their e-mail address in the future.

12. Voting through Electronic means

In compliance with the provisions of Section 108 of the Companies Act, 2013 ("the Act") and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time) the Company is pleased to provide members, facility to exercise their right to vote at 48th Annual General Meeting by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). The Facility for voting by way of polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting may exercise their voting right at the meeting by using polling paper. The members who have cast their vote(s) by using remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting.

The instructions for e-voting are as under:-

In case of members receiving e-mail:

  • (i) Log on to the e-voting website www.evotingindia.com
  • (ii) Click on "Shareholders" tab.
  • (iii) Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • (iv) Next enter the Image Verification as displayed and Click on Login.
  • (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and vote on an earlier voting of any company, then your existing password is to be used.
  • (vi) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the last 8
digits of the demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0's
before the number after the first two characters of the name in CAPITAL letters.
Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100
in the PAN field.
DOB# Enter the Date of Birth as recorded in your demat account or in the company records for
the said demat account or folio in dd/mm/yyyy format.
Dividend
Bank
Details#
Enter the Dividend Bank Details as recorded in your demat account or in the company
records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are
not recorded with the depository or company please enter the number of shares
held by you as on the cutoff date in the Dividend Bank details field.
  • (vii) After entering these details appropriately, click on "SUBMIT" tab.
  • (viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (x) Click on the EVSN for the relevant on which you choose to vote.
  • (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO asdesired. The option YES implies that you assent to the Resolution andoption NO implies that you dissent to the Resolution.

  • (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

  • (xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
  • (xvi) If demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

  • They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].
  • After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.
  • The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
  • They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they hadeve issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.

  1. The voting period begins on 02nd September, 2021 at 10.00 a.m. and ends on 05th September, 2021 at 5.00 p.m. during this period shareholders of the Company holding shares either in physical form or in

dematerialized form, as on the cut-off date i.e. on 30th August, 2021, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  1. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

By Order of the Board of Directors For Mirch Technologies (India) Limited

Place: Mumbai Ushadevi Ladha Dated: 28th June, 2021 Managing Director

Sd/-

ROUTE MAP TO THE AGM VENUE

Landmark : Mahindra Tower, Worli – Mumbai Distance from Lower Parel Railway Station - 1 Km (approx) Distance From Worli- 2 Km (approx)

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013.

The following statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item No. 3

Shri Shiv Kumar Ladha was the Managing Director (DIN: 00478534) of the Company, due to his sad demise on 01st October, 2020 he cased to be the Managing Director of the Company. For the smooth and efficient running of Business and as per the recommendation of the Nomination and Remuneration Committee the Board of Directors has appointed Smt. Ushadevi Ladha (DIN 06964508) as the Managing Director of the Company for the period of five years with effect from 13th November, 2020 till 12th November, 2025. The appointment was subject to the approval of members of the Company.

The remuneration may be paid to her in accordance with the provision of the Companies act, 2013 read with schedule V of the Act.

Smt. Ushadevi Ladha has attained the age of 76 years, the board as per the advice of the Nomination and Remuneration Committee, recommends members' approval by way of passing the resolution as a Special Resolution.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice.

By Order of the Board of Directors For Mirch Technologies (India) Limited

Sd/-

Place: Mumbai Ushadevi Ladha Dated: 28th June, 2021 Managing Director

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 48th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended on 31st March, 2021. The highlights of the financial results are as under:

FINANCIAL RESULTS:

The Company's financial performances for the year under review, along with the previous year's figures, are summarized hereunder:

(Amt in Rs.)
Particulars Current Year Previous Year
2020-21 2019-20
Revenue From Operations - 3,85,050
Other Operating Revenue Income 1,86,79,255 8,66,975
Total Revenue 1,86,79,255 12,52,025
Less: Expenses excluding Finance cost and 55,34,037 41,84,670
Depreciation
Profit
/
(Loss)
before
Interest,
Tax
and
13,145,218 (29,32,645)
Depreciation
Less: Finance Cost 1,832 2,652
Profit/(Loss) Before Depreciation 1,31,43,386 (29,35,297)
Less: Depreciation and amortization 11,36,985 16,14,068
Profit /(Loss) Before Tax 12,006,401 (45,49,365)
Less: Deferred Tax (76,49,429) 1,034,676
Less: Current Tax 1,11,15,130 -
Profit / (loss) after tax 85,40,700 (3,514,689)

STATE OF COMPANY'S AFFAIRS:

The company is into the activities of industrial design and fabrication. The Company has been covering various industries like fertilizers, chemicals, petrochemicals, power plant, fibers, cements, steel plants, pharmaceuticals, dyes and intermediates, paper and pulp and other allied processing industries since its inception. The company has made a profit of Rs. 85,40,700 /- during the financial year.

DIVIDEND:

Your Directors do not recommended any dividend during the year.

THE AMOUNTS, COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS:

The Company has not made any changes in the nature of business during the financial year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year till the date to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Companies have become or ceased to be Company's subsidiaries, joint ventures or associate companies. As the Company does not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013 ("the Act"), no report on the performance of such companies is provided.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Shri Kumar Sambhaw Ladha (DIN 00478616), who retires by rotation at this Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors on recommendation of the Nomination and remuneration Committee has recommended his reappointment.

Shri Shiv Kumar Ladha (DIN: 00478534) who was the Managing director of the company till 01st October, 2020. Due to sad demise of Shri Shiv Kumar Ladha (DIN: 00478534), he ceased to be the Managing Director of the Company. Smt. Ushadevi Ladha (DIN: 06964508) was appointed as the Managing Director of the Company w.e.f. 13th November, 2020 subject to the approval of the shareholders in the ensuing Annual General Meeting. Shri Natwarlal Somani (DIN: 01829336), Smt. Kajal Dilip Kulshrestha (DIN: 08205698) are the Independent Directors of the Company. Shri Kumar Sambhaw Ladha (DIN: 00478616), Shri Sadashiv Salian (DIN: 05346842) are the other Directors on the board. There were no other appointment or resignation of Directors during the financial year.

Shri Ankesh Deepak Ghole is the Chief financial officer of the Company with effect from 30.05.2019. Shri Rohit Bhagwat was appointed as the Company Secretary and Compliance Officer of the Company with effect from 30.05.2019.

* Shri Shivkumar Ladha is not associated with the company as the Managing Director with effect from 01st October, 2020 due to his sad demise.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under the Act.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors' responsibility statement, it is hereby confirmed that:

  • (i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
  • (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the profit of the Company for the said period;
  • (iii) the directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
  • (iv) the directors have prepared the Annual Accounts on a going concern basis;
  • (v) the directors of the Company have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
  • (vi) 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.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CORPORATE GOVERNANCE:

In terms of provisions of Regulation 27(2) read with Regulation 15(2) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 provisions relating to corporate governance report is not mandatory, for the time being, accordingly your company is not required to give corporate governance report.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form No. MGT 9, as referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Annexure - I and is attached to this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. Information on transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- II in Form AOC-2 and the same forms part of this report.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act.

POLICY ON DIRECTORS' APPOINTEMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee of the Company formulates the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

STATUTORY AUDITORS:

Pursuant to provisions of Section 139 and other applicable provisions of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, M/s. U. S. Tanwar & Company, Chartered Accountants, Mumbai (Firm Registration No. 110810W) were appointed for five years till the conclusion of 46th Annual General Meeting (AGM). The members in the 46th AGM reappointed M/s. U. S. Tanwar & Company, Chartered Accountants as the Statutory Auditors of the Company, to hold office from the conclusion of 46th AGM until the conclusion of 49th AGM, which includes the maximum permissible term including transition period as contemplated under rule 6 of the Companies (Audit and Auditors) Rules, 2014.

SECRETARIAL AUDITORS:

The Board has appointed M/s Arun Dash & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2021 and Secretarial Audit Report is annexed herewith marked as Annexure III to this Report.

The Secretarial Audit Report contains the following qualifications i) the Company has preference shares which are yet to be redeemed and (ii) the promoter(s) shareholding is not maintained in 100% dematerialized form.

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

The observation made by the Statutory Auditors under the heading "Key Audit matters" and note no. 2.10, 2.13 & 19 to the financial statements are self-explanatory.

The company is taking utmost efforts in redemption of preference shares and the company is taking adequate steps to de-materialize hundred percent of shares of the promoters.

MANAGEMENT'S DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis are annexed and forms an integral part of this report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal financial controls that are commensurate with its size and nature of business to safeguard and protect the Company from loss, unauthorized use or disposition of its assets.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year.

EQUTIY SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, no share of the company is in suspense account.

VIGIL MECHANISM:

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act. The policy provides a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure IV.

BOARD AND COMMITTEE MEETINGS:

A. BOARD MEETINGS

Six Board Meetings were held during the year.

Attendance of Directors in Board and Annual General meeting is summarized below.

Director No. of Board
Meetings held
No. of Board
Meetings
attended
Attended last AGM
Shri Sadashiv Salian 6 6 Yes
Shri Natwarlal Somani 6 6 Yes
Smt. Ushadevi Ladha 6 6 Yes
Shri Kumar Sambhav Ladha 6 1 No
Smt. Kajal Dilip Kulshrestha 6 6 Yes
*Shri Shivkumar Ladha 6 2 Yes

There were Six board meetings held during the financial year i.e. on 31st July, 2020, 15th September, 2020, 05th October, 2020, 13th November, 2020, 05th January, 2021 and 12th February, 2021.

* Shri Shivkumar Ladha ceased to be associated with the company w.e.f. 01st October, 2020 due to his sad demise.

B. COMMITTEE MEETINGS

i. AUDIT COMMITTEE

The company's Audit Committee was reconstituted w.e.f. 05th October, 2020 comprising of three Directors. The board has accepted all the recommendation of the Audit Committee.

Directors Category of the No. of Audit No. of Audit
Director Committee Committee
meeting held meeting attended
*Shri Shiv Kumar Ladha Executive Non 4 2
Independent
Shri Natwarlal Somani Non Executive 4 4
Independent
Smt. Kajal Dilip Kulshrestha Non Executive 4 4
Independent
**Smt. Ushadevi Shivkumar Ladha Executive Non 4 2
Independent

There were four Audit Committee meetings held during the financial year i.e. on 31st July, 2020, 15th September, 2020, 13th November, 2020, 12th February, 2021.

* Shri Shivkumar Ladha ceased to be a member of the Committee w.e.f. 01st October 2020 due to his sad demise.

** Smt. Ushadevi Ladha became a member of the Committee w.e.f. 05th October, 2020.

ii. NOMINATION AND REMUNERATION COMMITTEE

The company's Nomination and Remuneration Committee was reconstituted w.e.f. 05th October, 2020 comprising of three Directors. The constitution of the Company's Nomination and Remuneration Committee is as follows:

Directors Category
of
the
Director
No. of Nomination &
Remuneration
Committee
meeting
held
No. of Nomination and
Remuneration
Committee
meeting
attended
Shri Natwarlal Somani Non Executive
Independent
3 3
*Smt. Ushadevi Shivkumar
Ladha
Executive Non
Independent
3 1
Smt. Kajal Kulshrestha Non Executive
Independent
3 3
**Shri Kumar Sambhaw
Ladha
Non Executive
Non Independent
3 2

There were three Nomination and Remuneration Committee meetings held during the financial year i.e., on 31st July, 2020, 13th November, 2020 and 12th February, 2021.

* Smt. Ushadevi Shivkumar Ladha ceased to be a member of the Committee w.e.f. 05th October, 2020.

** Shri Kumar Sambhav Ladha became a member of the Committee w.e.f. 05th October, 2020.

a. TERMS OF REFERENCE

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

b. REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of sitting fees and commission.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

The constitution of the Company's Stakeholders Relationship Committee is as follows:
-- -- -- -- --------------------------------------------------------------------------------------
Directors Category of the
Director
No. of Stakeholders
relationship
Committee meeting
held
No. of Stakeholders
relationship Committee
meeting attended
Shri Natwarlal Somani Non Executive
Independent
2 2
Shri Sadashiv Salian Executive Non
Independent
2 2
Smt. Kajal Kulshreshta Non Executive
Independent
2 2

There were two Stakeholders Relationship Committee meetings were held during the financial year i.e., on 31st July, 2020 and 12th February, 2021.

ANTI SEXUAL HARASSMENT POLICY:

The Company has adopted a policy and constituted a Committee as required under the Sexual Harassment of Women at the Work place (Prevention Prohibition & Redressal) Act, 2013. During the year under review no complaints were reported to the Committee.

PARTICULARS OF EMPLOYEES:

There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. Other details stating comparison of remuneration of median employee to others is attached as Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future during the year under review.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, 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.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Company's executives, staff and workers.

For and on behalf of the Board of Director of Mirch Technologies (India) Limited

Sd/-

Ushadevi Ladha Chairperson DIN: 06964508 Place: Mumbai Date: 28th June, 2021

Annexure I

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014] FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2021

I. REGISTRATION & OTHER DETAILS:

i CIN L27290MH1972PLC016127
ii Registration Date 18‐Nov‐72
iii Name of the Company MIRCH TECHNOLOGIES (INDIA) LIMITED
iv Category/Sub‐category of the Company Public Limited Company
B‐701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli ,
Mumbai‐400013
v Address of the Registered office and contact details Contact No. 022‐24979758/022‐24909003
vi Whether listed company Yes
Purva Sharegistry (India) Private Limited,
Unit No 9, Shiv Shakti Indusrtrial Estate,
Name , Address & contact details of the Registrar & J. R. Boricha Marg, Lower Parel (East),
vii Transfer Agent, if any. Mumbai‐ 400011.
Tel : 91‐22‐2301 6761 / 8261

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:‐

Sl. No. Name and Description of main products/services NIC Code of the
Product /service
% to total turnover
of the company
1 Industrial Design and Fabrication 7110 NIL

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN HOLDING/ % OF APPLICABLE
SUBSIDIARY/ SHARES SECTION
ASSOCIATE HELD
1 NIL NIL NIL NIL NIL

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as percentage of Total Equity)

(i) CATEGORY‐WISE SHARE HOLDING

Category of Shareholders No. of Shares held at the beginning of
the year(01/04/2020)
No. of Shares held at the end of the
year (31 /03/2021)
% Change
during the
year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of Total
Shares
A. Promoters
(1) Indian
a) Individual/HUF 557844 8450 566294 70.79 557844 8450 566294 70.79 0.00
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 0 0 0 0 0 0 0 0 0
e) Banks/FI 0 0 0 0 0 0 0 0 0
f) Any other… 0 0 0 0 0 0 0 0 0
SUB TOTAL:(A) (1) 557844 8450 566294 70.79 557844 8450 566294 70.79 0.00
(2) Foreign
a) NRIs ‐ Individuals 0 0 0 0 0 0 0 0 0
b) Other ‐ Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp.
d) Banks/FI
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
e) Any other… 0 0 0 0 0 0 0 0 0
SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter
(A)= (A)(1)+(A)(2)
557844 8450 566294 70.79 557844 8450 566294 70.79 0.00
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds
b) Banks/FI
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
C) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies
g) FIIs
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
h) Foreign Venture
Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Private Sector Bank 0 100 100 0.01 0 100 100 0.01 0
SUB TOTAL (B)(1) 0 100 100 0.01 0 100 100 0.01 0
(2) Non ‐ Institutions
a) Bodies Corp.
i) Indian 2545 3210 5755 0.72 2495 3210 5705 0.71 -0.01
ii) Overseas
b) Individuals
0 0 0 0 0 0 0 0 0
i) Individual shareholders
holding nominal share capital
upto Rs.2 lakh
ii) Individuals shareholders
39251 184091 223342 27.92 39402 184091 223493 27.94 0.02
holding nominal share capital in
excess of Rs. 2 lakh 0 0 0 0 0 0 0 0 0.0
c) Others (specify)
a) NRI 175 0 175 0.02 175 0 175 0.02 0.00
b) Foreign Corporate Bodies
c) Trusts
0
3200
0
100
0
3300
0
0.41
0
3200
0
100
0
3300
0
0.41
0
0.00
d) Hindu Undivided Family 1033 0 1033 0.13 933 0 933 0.12 -0.01
e) Employee 0 0 0 0 0 0 0 0 0
d) Clearing member 1 0 1 0.00 0 0 0 0.00 -0.000125
SUB TOTAL (B)(2)
Total Public Shareholding
46205 187401 233606 29.20 46205 187401 233606 29.20 0.00
(B)= (B)(1)+(B)(2) 46205 187501 233706 29.21 46205 187501 233706 29.21 0.00
C. Shares held by Custodian for
GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 604049 195951 800000 100 604049 195951 800000 100 0

(ii) SHARE HOLDING OF PROMOTERS

Sl. No. Shareholder's Name Shareholding at the Shareholding at the
beginning of the year (01/04/2020) end of the year (31/03/2021)
No. of Shares % of total Shares % of shares No. of Shares % of total % of shares % change in share
of the company pledged/ Shares pledged/ holding during the
encumbered to of the company encumbered to year
total shares total shares
1 Shiv Kumar Ladha 310850 38.86 0.00 310850 38.86 0.00 0.00
2 Ushadevi Ladha 255444 31.93 0.00 255444 31.93 0.00 0.00

(iii) CHANGE IN PROMOTERS' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE)

Sl. No. Shareholding at the beginning of
the Year
No. of Shares % of total shares
of the company
At the beginning of the year 566294 70.79
Date wise increase/decrease in Promoters Share holding
during the year specifying the reasons for increase/decrease
(e.g. allotment/transfer/bonus/sweat equity etc.)
No Change
during the year
No Change during
the year
At the end of the year 566294 70.79

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs):

Sl. No. Shareholding at the end of the
year (31/03/2020)
Cumulative Shareholding during
the year
Name No.of shares
% of total shares
No of shares % of total
of the company shares of the
company
1 C. D. Malani 5786 0.72 5786 0.72
2 Keshav Kabra 4300 0.54 4500 0.56
3 CUSTODIAN A/C ‐ BHUPENDRA C DALAL 3200 0.40 3200 0.4
4 Rahul Anantrai Mehta 3128 0.39 3128 0.39
5 Renuka Praveen Mehta 2250 0.28 2250 0.28
6 Panna Devi Kajaria 2100 0.26 2100 0.26
7 Lily financial and investment Co. (P) Ltd. 2100 0.26 2100 0.26
8 Govindbhai Baldevbhai Desai 2000 0.25 2000 0.25
9 Hiteshkumar Naranbhai Patel 2000 0.25 2000 0.25
10 Kushroo P. Batliwal Pereiras Cottage 1750 0.22 1750 0.22
Total 28614 3.57 28814 3.59

(v) Shareholding of Directors & Key Managerial Personnel

Sl. No. Shareholding at the beginning of
the year(01/04/2020)
Cumulative Shareholding during
the year
A. Directors No.of shares % of total shares
of the company
No. of shares % of total
shares of the
company
1 *Shiv Kumar Ladha 310850 38.86 310850 38.86
2 Ushadevi Ladha 255444 31.93 255444 31.93
3 Natwarlal Somani 0 0 0 0
4 Kajal Dilip Kulshrestha 0 0 0 0
5 Kumar Sambhaw Ladha 0 0 0 0
6 Sadashiv Salian 10 0 10 0
7 Rohit Uday Bhagwat (CS) 0 0 0 0
8 Ankesh Ghole (CFO) 0 0 0 0

*Ceased to be associated with effect from 01.10.2020

V INDEBTEDNESS (in Rs.)

Indebtedness of the Company including interest outstanding/accrued but not due for payment
Unsecured Deposit Total
Loans Indebtedness
Secured loan Excluding deposit
Indebtness at the beginning of the financial year
(01.04.2020)
i) Principal Amount NIL 37,950,315 NIL 37,950,315
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) NIL 37,950,315 NIL 37,950,315
Change in Indebtedness during the financial year
> Addition NIL NIL NIL NIL
> Reduction NIL 37,530,748 NIL 37,530,748
Net Change NIL 37,530,748 NIL 37,530,748
Indebtedness at the end of the financial year
(31.03.2021)
i) Principal Amount NIL 419,567 NIL 419,567
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) NIL 419,567 NIL 419,567

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole‐time Directors and/or Manager (in Rs.)

Sr. No. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
**Smt. Ushadevi Ladha
*Shri Shiv Kumar Ladha (Managing Director) (Managing Director)
1 Gross salary
(a) Salary as per provisions contained in NIL NIL NIL
section 17(1) of the Income Tax, 1961
(b) Value of perquisites u/s 17(2) of the NIL NIL NIL
Income Tax Act, 1961
(c ) Profits in lieu of salary under section NIL NIL NIL
17(3) of the Income Tax Act, 1961
2 Stock option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission NIL NIL NIL
‐ as % of profit NIL NIL NIL
‐ others, specify… NIL NIL NIL
5 Others, please specify NIL NIL NIL
Total (A) NIL NIL NIL
Ceiling as per the Act Inadequate profit so as per Schedule V

*Ceased to be associated with effect from 01.10.2020 ** Appointed as the Managing Director of the Company w.e.f. 13.11.2020

B. Remuneration to other Directors (in Rs.)

Particulars of Remuneration Name of Directors Total Amount
Sr. No. Shri Sadashiv Salian Smt. Kajal Dilip Kulshrestha Shri Natwarlal Somani Shri Kumar Sambhaw Ladha
1 Independent Directors
(a) Fee for attending board/committee N.A NIL NIL N.A NIL
meetings
(b) Commission N.A NIL NIL N.A NIL
(c ) Others, please specify N.A NIL NIL N.A NIL
Total (1) NIL NIL NIL NIL NIL
2 Other Non‐Executive Directors
(a) Fee for attending NIL N.A N.A NIL NIL
board/committee meetings
(b) Commission NIL N.A N.A NIL NIL
(c ) Others, please specify Salary 676132 N.A N.A NIL 676132
Total (2) NIL N.A N.A NIL NIL
Total (B)=(1+2) NIL N.A N.A NIL NIL
Total Managerial Remuneration 676,132 NIL NIL NIL 676,132
Overall Cieling as per the Act. Inadequate profit so as per Schedule V

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (in Rs.)

Sr. No. Particulars of Remuneration Key Managerial Personnel
CFO CS Total
Ankesh Ghole Rohit Uday Bhagwat
1 Gross Salary 48,000 240,000 288,000
(a) Salary as per provisions contained in NIL NIL NIL
section 17(1) of the Income Tax Act, 1961
(b) Value of perquisites u/s 17(2) of the
Income Tax Act, 1961
NIL NIL NIL
(c ) Profits in lieu of salary under section
17(3) of the Income Tax Act, 1961
NIL NIL NIL
2 Stock Option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission NIL NIL NIL
‐ as % of profit NIL NIL NIL
‐ others, specify… NIL NIL NIL
5 Others, please specify NIL NIL NIL
Total 48,000 240,000 288,000

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the
Companies Act
Brief
Description
Details of
Penalty/Punishment/C
ompounding fees
Authority
[RD/NCLT/Court]
Appeal
made, if any
(give details)
imposed
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty N.A
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

For and on behalf of the Board of Directors of Mirch Technologies (India) Limited

Sd/‐ Ushadevi Ladha Chairperson DIN: 06964508 Date: 28/06/2021 Place: Mumbai

Annexure II Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / 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 proviso thereto:

    1. Details of contracts or arrangements or transactions not at arm's length basis: The Company has not entered into any contract/arrangement/transaction with its related parties which is not in ordinary course of business or at arm's length during FY 2020-21.
  • (a) Name(s) of the related party and nature of relationship: Not Applicable
  • (b) Nature of contracts/arrangements/transactions: Not Applicable
  • (c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

  • (e) Justification for entering into such contracts or arrangements or transactions: Not Applicable
  • (f) Date(s) of approval by the Board: Not Applicable
  • (g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

  1. Details of material contracts or arrangement or transactions at arm's length basis: There was no a material contract or transactions at arm's length basis during FY 2020-21.

a. Name(s) of the related party and nature of relationship: Not Applicable

b. Nature of contracts / arrangements / transactions: Not Applicable

c. Duration of the contracts / arrangements / transactions: Not Applicable

d. Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

e. Date(s) of approval by the Board, if any: Not Applicable

f. Amount paid as advances, if any: Not Applicable

For and on behalf of the Board of Director of Mirch Technologies (India) Limited

Sd/-

Ushadevi Ladha Chairperson DIN: 06964508 Place: Mumbai Date: 28th June, 2021

ANNEXURE III

FORM NO. MR- 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members Mirch Technologies (India) Limited B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mirch Technologies (India) Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our 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 Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2021 ('Audit Period') 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:

We 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, 2021 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) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the audit period)

  • (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): —

  • (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
  • (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during the audit period)
  • d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the audit period)
  • (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)
  • (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
  • (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period)

and

  • (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
  • vi) Other laws specifically applicable to the Company:
    1. The Maternity Benefit Act, 1961
    1. The Child Labour (Prohibition & Regulation) Act, 1986
    1. The Environment Protection Act, 1986

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

i) the Company has preference shares which are yet to be redeemed and

ii) the promoter(s) shareholding is not maintained in 100% dematerialized form.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors except for one Independent Director. The changes in the composition of the Board of Directors that took place during the period 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, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that 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.

We further report that during the audit period there was no specific events/ actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For M/s Arun Dash & Associates Company Secretaries

Sd/-

CS Arun Dash (Proprietor)

Place: Mumbai M. No. FCS 9765 Date: June 28, 2021 C.P. No. 9309 UDIN: F009765C000525731

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of the report.

'Annexure A'

To, The Members Mirch Technologies (India) Limited B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai -400013.

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

    1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
    1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
    1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
    1. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
    1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
    1. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For M/s Arun Dash & Associates Company Secretaries

Sd/- CS Arun Dash (Proprietor)

Place: Mumbai M. No. FCS 9765 Date: June 28, 2021 C.P. No. 9309

Annexure - IV

Information under Section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors

  • (A) Conservation of energy-
  • (i) The steps taken or impact on conservation of Energy: Nil
  • (ii) The steps taken by the company for utilizing alternate sources of energy: Nil
  • (iii) The capital investment on energy conservation equipment's : Nil
  • (B) Technology absorption:
  • (i) The efforts made towards technology absorption: Nil
  • (ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Nil
  • (iii) In case of imported technology (imported during the last three reckoned from the beginning of the financial year) : Nil
  • (iv) The expenditure incurred on Research and Development: Nil
  • (C) Foreign exchange earnings and Outgo: Nil

For and on behalf of the Board of Director of Mirch Technologies (India) Limited

Sd/- Ushadevi Ladha Chairperson DIN: 06964508 Place: Mumbai Date: 28th June, 2021

ANNEXURE V

Ratio of remuneration of each director to the median remuneration of all the employees of the Company for the financial year 2020-21.

The ratio of the remuneration of each director to the median of employee's remuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

SR. No REQUIREMENT DISCLOSURE
1 The ratio of the remuneration of each director to the
median remuneration of the employees for the financial
year.
1. Shri Sadashiv Sheena Salian
5.11
2 The
percentage
increase
in
remuneration
of
each
Directors, CFO, CEO, CS in the financial year
Director – Shri Sadashiv Sheena Salian
Company Secretary- Shri Rohit Uday Bhagwat
Chief Financial Officer- Shri Ankesh Deepak Ghole
69.46%
0.00%
0.00%
3 The percentage increase in the median remuneration of
employees in the financial year:
-10.73%
4 The number of permanent employees on the rolls of the
Company
5
5 Average percentile increase already made in the salaries
of employees other than managerial personnel in the last
financial year and its comparison with the percentile
increase in the managerial remuneration:

Average percentile
increase made in the
salaries of employees
other than the Managerial
Personnel- 12.07 %

Increase in the managerial
remuneration- 23.15%

The increase in the
managerial remuneration
was based on the
recommendation of the
Nomination &
Remuneration committee.
6 Affirmation
that
the
remuneration
is
as
per
the
remuneration policy of the Company
It is affirmed that the remuneration
paid to the Directors and Key
Managerial Personnel re as per the
Nomination and Remuneration
Policy of the Company.

Management's Discussion and Analysis

Industry sector and development:

The company is into the activities of industrial design and fabrication. The Company has been covering various industries like fertilizers, chemicals, petrochemicals, power plant, fibers, cements, steel plants, pharmaceuticals, dyes and intermediates, paper and pulp and other allied processing industries since its inception.

Opportunities:

Industrial design encompasses many different types of opportunities, which carry out working with prefabricated materials, to heavy engineering that relies on the use of raw materials.

Segment-wise performance:

In this industry there has been some odd sluggishness in the transmission space despite very optimistic expectations.

Major threats:

Achieving sustainable growth can also present challenges. Turning a small product engineering company into a larger one normally requires a lot of capital.

The skills, expertise, the supply chain to develop products, the costs of manufacturing, including raw material costs are major threats for sustaining in the long term.

Future Outlook:

As per the current analysis there seems to be a positive outlook for Industrial design sector in the coming years.

Risk Management:

Risk is an important element of corporate functioning and governance. The Company has established the process of identifying, analyzing and treating risks, which could prevent the Company from effectively achieving its objectives. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

Internal control system and their adequacy:

The Company has adequate system of internal controls that are commensurate with its size and nature of business.

Performance:

The Company has constantly trying to increase its turnover as well as profitability.

Human Resource:

The company places high importance on the development of its human resources. It imparts regular training to its employees to make them more focused to adapt to the constant changes in the business environment. Industrial relation in the units was satisfactory.

Discussion on financial performance with respect to operational performance:

Turnover of the Company is Rs. 0/- for the year ended on 31st March, 2021 as compared to Rs. 3,85,050/ for the year ended on 31st March, 2020. Net worth is Rs. 28,63,881/- for the year ended on 31st March, 2021 as compared to Rs. (-) 13,955,155/- for the year ended on 31st March, 2020.

Cautionary Statement:

The statements made in this report describe the Company's objectives, expectations and projections that may be forward looking statements. The actual results might differ materially from those expressed or implied depending on the economic conditions, government policies and other incidental factors, which are beyond the control of the company and management.

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

Independent Auditor's Report

To the Members of M/s Mirch Technologies (India) Limited.

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of M/s Mirch Technologies (India) Limited (the Company), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss for the year then ended, the Statement of Changes in Equity and the Statement of Cash Flows for the year the ended and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the profit , changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. Key Audit Matter

No.

1 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard) The application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101.

Tel : 9821126376 Email : [email protected]

the basis used to measure revenue recognized over a period. Additionally, new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Refer to Notes 2.5 to the Standalone Financial Statements

Auditor's Response

Principal Audit Procedures We assessed the Company's process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows :

  • Evaluated the design of internal controls relating to implementation of the new revenue accounting standard.
  • Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, reperformance and inspection of evidence in respect of operation of these controls.
  • Tested the relevant information technology systems' access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard.
  • Selected a sample of continuing and new contracts and performed the following procedures :
  • o Read, analysed and identified the distinct performance obligations in these contracts.
  • o Compared these performance obligations with that identified and recorded by the Company.
  • o Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration.
  • o Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes.
  • o Sample of revenues disaggregated by type and service offerings was tested with the performance obligations specified in the underlying contracts.
  • o In respect of samples relating to fixed-price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with actual and estimated efforts from the time recording and budgeting systems. We also tested the access and change management controls relating to these systems.
  • o Sample of revenues disaggregated by type and service offerings was tested with the performance obligations specified in the underlying contracts.
  • o Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings.

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House,

Kandivali (East), Mumbai 400101.

Tel : 9821126376 Email : [email protected]

o We reviewed the collation of information and the logic of the report generated from the budgeting system used to prepare the disclosure relating to the periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.

2 Key Audit Matter

Accuracy of revenues and onerous obligations in respect of fixed-price contracts involves critical estimates

Estimated effort is a critical estimate to determine revenues and liability for onerous obligations. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract, efforts incurred till date and efforts required to complete the remaining contract performance obligations.

Refer Notes 2.5 to the Standalone Financial Statements.

Auditor's Response

Principal Audit Procedures

Our audit approach was a combination of test of internal controls and substantive procedures which included the following :

  • Evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations.
  • Tested the access and application controls pertaining to time recording, allocation and budgeting systems which prevents unauthorised changes to recording of efforts incurred.
  • Selected a sample of contracts and through inspection of evidence of performance of these controls, tested the operating effectiveness of the internal controls relating to efforts incurred and estimated.
  • Selected a sample of contracts and performed a retrospective review of efforts incurred with estimated efforts to identify significant variations and verify whether those variations have been considered in estimating the remaining efforts to complete the contract.
  • Reviewed a sample of contracts with unbilled revenues to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations.
  • Performed analytical procedures and test of details for reasonableness of incurred and estimated efforts.

3. Key Audit Matter

Evaluation of uncertain tax positions

The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.

Refer Notes 2.10 & 19 to the Standalone Financial Statements

Auditor's Response

Principal Audit Procedures

Obtained details of completed tax assessments and demands for the year ended March

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101.

Tel : 9821126376 Email : [email protected]

31, 2021 from management. We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions. Additionally, we considered the effect of new information in respect of uncertain tax positions as at April 1, 2020 to evaluate whether any change was required to management's position on these uncertainties.

4 Key Audit Matter

Recoverability of Indirect tax receivables As at March 31, 2021, non-current assets in respect of withholding tax and others includes Cenvat recoverable amounting to Rs. Nil which are pending adjudication

Auditor's Response

Principal Audit Procedures

We have involved our internal experts to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverability upon final resolution.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters 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 financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015. 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 detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments

Chartered Accountants Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

and estimates that are reasonable and prudent; and design, implementation and maintenance of 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.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101.

Tel : 9821126376 Email : [email protected]

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the 'Annexure A' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 knowledge and belief were necessary for the purposes of our audit.
  • b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
  • c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
  • d) In our opinion, the standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.
  • e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
  • f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

  • g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
  • i. The Company does not have any pending litigations which would impact its financial position;
  • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
  • iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

For and on behalf of U.S.Tanwar & Co., Chartered Accountants F.R. No.110810W

Place:-Mumbai (CA.U.S. Tanwar) Date: 28/06/2021 Proprietor ICAI M.No.030440 UDIN: 21030440AAAABM1336 Sd/-

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1 under 'Report on other legal and regulatory requirements' section of our report to the members of Mirch Technologies (India) Limited of even date)

  • (1) In Respect of its fixed assets:
  • (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
  • (b) The fixed assets of the Company were physically verified in full by the management during the year. According to the information and explanations given to us and as examined by us, no material discrepancies were noticed on such verification
  • (c) According to the information and explanations given to us, the records examined by us, we report that the Company does not hold any freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed assets in the financial statements, the lease agreements are in the name of the Company.
  • (2) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. According to the information and explanations given to us and as examined by us, no material discrepancies were noticed on such verification.
  • (3) According to information and explanation given to us, the company has not granted any loan, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register required under section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii) of the order is not applicable.
  • (4) In our opinion and according to information and explanation given to us, the company has not granted any loans or provided any guarantees or given any security or made any investments to which the provision of section 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3 (iv) of the order is not applicable.
  • (5) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits and accordingly paragraph 3 (v) of the order is not applicable.
  • (6) The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for any of the activities of the company and accordingly paragraph 3 (vi) of the order is not applicable.

Chartered Accountants

Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

(7) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales- tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, sales- tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at March 31, 2021 for a period of more than six months from the date they became payable, except as per details below:

Name of the Nature if the Amount(Rs.) Period to which Due Date
statute Dues Amount relates
Maharashtra Mumbai sales 30,546/- Old Dues prior
Value Added tax to 2002
Tax,2002
Maharashtra Mumbai sales 16345/- Apr 05-Mar 05 21-04-2005
Value Added tax
Tax,2002
Central Sales Central Sales 7,30,249/- Old Dues prior Old
Dues
Tax,1956 Tax to 2002 prior to 2002
Maharashtra Vat 17,055/- Oct 09 to Mar 10 21-04-2010
Value Added
Tax,2002
  • (7) (b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of income-tax, sales- tax, service tax, goods and service tax, duty of customs, duty of excise and value added tax which have not been deposited on account of any dispute.
  • (8) In our opinion and according to the information and explanations given to us, the company has no outstanding dues to any financial institutions or banks or any government or any debenture holders during the year. Accordingly, paragraph 3 (viii) of the order is not applicable.
  • (9) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and has not taken any term loans during the year. Accordingly, paragraph 3 (ix) of the order is not applicable.
  • (10) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.

Chartered Accountants Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

  • (11) No Managerial remuneration has been paid or provided.
  • (12) The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order is not applicable to the Company.
  • (13) 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 compliance with section 177 and 188 of the Act. Where applicable, the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
  • (14) According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the order is not applicable.
  • (15) 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 them. Accordingly, paragraph 3(xv) of the order is not applicable.
  • (16) According to the information and explanations given to us and based on our examination of the records of the company, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For and on behalf of U.S.Tanwar & Co., Chartered Accountants F.R. No.110810W

Place:-Mumbai (CA.U.S. Tanwar) Date: 28/06/2021 Proprietor ICAI M.No.030440 UDIN: 21030440AAAABM1336 Sd/-

Chartered Accountants Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

Annexure "B" to the Independent Auditor's Report

(Referred to in paragraph 2 (f) under 'Report on other legal and regulatory requirements' section of our report to the Members of Mirch Technologies (India) Limited of even date)

Report on the internal financial controls over financial reporting under clause (i) of sub – section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Mirch Technologies (India) Limited ("the Company") as at March 31, 2021, in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's responsibility for internal financial controls

The board of directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the standards on auditing prescribed under Section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial control system over financial reporting.

Chartered Accountants Office No.3,Subham CHS Ltd, Akurli Road, Opp. HDFC Bank/Thakur House, Kandivali (East), Mumbai 400101. Tel : 9821126376 Email : [email protected]

Meaning of internal financial controls over financial reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies

and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management of override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and according to the information and explanations given to us, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For and on behalf of U.S.Tanwar & Co., Chartered Accountants F.R. No.110810W

Place:-Mumbai (CA.U.S. Tanwar) Date: 28/06/2021 Proprietor ICAI M.No.030440 UDIN: 21030440AAAABM1336 Sd/-

Sd/- Sd/- Sd/- Sd/-
Sd/-
28/06/2021

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN-L27290MH1972PLC016127 of Profit and Loss for the vear ended 31 March 2021 $-+$ $\overline{a}$

Statement of Profit and Loss for the year ended 31 March, 2021
Particulars Note For the year For the year
ended ended
31 March, 2021 31 March, 2020
Revenues:
Sales
3,85,050
3,85,050
Other Operating Revenue 13 1,86,79,255 8,66,975
Total Revenue 1,86,79,255 12,52,025
Expenses:
(a) Cost of Materials Consumed 14 6,43,685
(b) Employee Benefits Expense 15 27,52,437 16,43,457
(c) Finance costs 16 1,832 2,652
(d) Depreciation and Amortisation Expense $\overline{2}$ 11,36,986 16,14,068
(e) Other expenses 17 27,81,600 18,97,528
Total Expenses 66,72,855 58,01,390
Profit / (Loss) before tax 1,20,06,401 $-45,49,365$
Tax expense:
(a) Deferred Tax $-76,49,429$ 10,34,676
(b) Current Tax 1,11,15,130
Profit / (Loss) for the Period $(5 + 6)$ 85,40,700 $-35,14,689$
Earnings per equity share (of ₹10/- each):
(a) Basic (in ₹) 10.68 (4.39)
(b) Diluted (in ₹) 10.68 (4.39)
Notes forming part of the financial statements 1 to 21
In terms of our report attached.
For U.S.Tanwar & Co For and on behalf of the Board of Directors
Chartered Accountants
F.R.N.110810W
$Sd$ - Sd/- Sd/- $Sd$ -
CA. U.S.Tanwar Chief Financial Officer Chairman Director
Proprietor Ankesh Deepak Ghole Ushadevi Ladha S.Salian
M.No.30440
$Sd$ -
Place: Mumbai Rohit Uday Bhagwat
Date: 28/06/2021 Company Secretary

MIRCH TECHNOLOGIES (INDIA) LIMITED
CIN-L27290MH1972PLC016127 Statement for the year ended 31 March 2021 $h$ Elow

Cash Flow Statement for the year ended 31 March, 2021
Particulars For the year ended
31 March, 2021
31 March, 2020 For the year ended
A. Cash flow from operating activities
Net Profit / (Loss) before extraordinary items and tax 1,20,06,401 -45,49,365
Adjustments for:
Depreciation and amortisation
11,36,986 16,14,068
Finance costs 1,832 2,652
Interest income
Profit on Sale of Assets $-1,81,83,441$
Operating profit / (loss) before working capital changes
Changes in working capital:
$-50,38,222$ $-29,32,645$
Adjustments for (increase) / decrease in operating assets:
Closing Stock
Trade receivables 2,96,228 $-2,96,228$
Long-term loans and advances $-7.900$ 12,61,616
Other current assets 24,624 $-5,41,663$
Adjustments for increase / (decrease) in operating liabilities:
Trade payables $-2,16,669$ $-3,77,249$
Other current liabilities $-2,18,276$ $-13,111$
Cash flow from extraordinary items
Income Tax Paid $-23,40,500$
Net cash flow from / (used in) operating activities (A) $-75,00,716$ $-28,99,279$
B. Cash flow from investing activities 4,52,96,000 $-11,186$
Net cash flow from / (used in) investing activities (B) 4,52,96,000 $-11,186$
C. Cash flow from financing activities
Capital expenditure on fixed assets, including capital advances
Proceeds from Short Term borrowings
$-3,75,30,749$ 29,71,700
Interest income
Finance cost $-1,832$ $-2,652$
Net cash flow from / (used in) financing activities (C) $-3,75,32,580$ 29,69,048
Net increase / (decrease) in Cash and cash equivalents (A+B+C) 2,62,704 58,583
Cash and cash equivalents at the beginning of the year 92,986 34,404
Cash and cash equivalents at the end of the year 3,55,690 92,986
* Comprises:
(a) Cash on hand
71,810 419
(c) Balances with banks
(i) In current accounts 2,83,880 92,567
(iii) In deposit accounts with original maturity of less than 3 months
3,55,690 92,986
Notes:
(i) The Cash Flow Statement reflects the combined cash flows pertaining to continuing and discounting operations.
(ii) These earmarked account balances with banks can be utilised only for the specific identified purposes.
See accompanying notes forming part of the financial statements
In terms of our report attached.
For U.S.Tanwar & Co. For and on behalf of the Board of Directors
Chartered Accountants
FRN 110810W
Sd/- $Sd$ - $Sd$ - $Sd$ -
(CA.U.S.Tanwar) Chief Financial Officer Chairman Director
Proprietor Ankesh Deepak Ghole S.K. Ladha S. Salian
M.No.030440
$Sd$ -
Place: Mumbai Company Secretary
Date: 28/06/2021 Rohit Uday Bhagwat

Statement of Changes in Equity for the year ended 31st March, 2021

1980 - Jan Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein Stein S

A) Equity Share Capital

Changes in equity share capital 31st March, 2020 Changes in equity share capital
1st April, 2019 during 2019-20 during 2020-21 31st March, 2021
89,11,000 89,11,000 $\overline{\phantom{a}}$ 89,11,000

B) Other Equity

Particulars Reserve & Surplus Total
Retained Earning
1st April, 2019 $-1,93,51,467$ $-1,93,51,467$
Profit for the Year $-35,14,689$ $-35, 14, 689$
Prior Period
Adjustment
31st March, 2020 $-2,28,66,155$ $-2,28,66,155$
Profit for the Year 85,40,700 85,40,700
Prior Period Taxes 82,78,336 82,78,336
31st March, 2021 $-60,47,119$ $-60,47,119$

For U.S.Tanwar & Co Chartered Accountants F.R.N.110810W

Sd $Sd$ - Sd/- Sd/-
CA. U.S.Tanwar Chief Financial Officer Chairman Director
Proprietor
M.No.30440
Ankesh Deepak Ghole Ushadevi Ladha S.Salian
Sd/-
$D12c0 \cdot M1$ Comnany Secretary

Place : Mumbai Date: 28/06/2021 Company Secretary Rohit Uday Bhagwat

For and on behalf of the Board of Directors

MIRCH TECHNOLOGIES (INDIA) LIMITED
CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

Note Particulars
1 The Company Overview, Basic of Preparation and significant Accounting Policies
I The Company Overview
Mirch Technologies (India) Limited, a Public Limited listing on the Bombay Stock Exchange
Limited. The Registered office of the Company is situated at Aurus Chambers, B Wing, Flat No.
701, S.S. Amrutwar Margh, Worli, Mumbai-400013.Note on the business activity / operations of
the Company:- Manufacturing of chemical processing equipments like heat exchangers, air
drying plants etc. These financial Statements were approved and adopted by Board of Directors
of the Company in their meeting held on June 28, 2021.
II Basis of Preparation of financial statements
(i) Statement of Compliance:
The Financial Statements have been prepared in accordance with Indian Accounting Standards
(Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies
(Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
(Amendment) Rules, 2016 and relevant provisions of the Companies Act, 2013
(ii) Basis of Preparation:
The financial statements of the Company have been prepared in accordance with Ind AS 101
The Financial Statements correspond to the Classfication provisions contioned in Ind AS-1
(Presetation of Financial Statements). The Transition to Ind AS has been carried out from the
Accounting Principles generally accepted in India (Indian GAAP), which is considered as the
"Previous GAAP", for purpose of Ind AS-1.
2.1 Use of estimates
The Preparation of the financial statements in conformity with Ind AS requires management to
make estimates, judgments and assumptions. These estimates, judgments and assumptions
affect the application of accounting policies and the reported amounts of assets and liabilities,
the disclosures of contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the period.
The Management believes that the estimates used in preparation of the financial statements are
prudent and reasonable.
2.3 Cash and cash equivalents
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short term
balances (with an original maturity of three months or less from the date of acquisition).
2.4 Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary
items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The cash flows from operating, investing
and financing activities of the Company are segregated based on the available information.
2.5 Revenue recognition
Sale of goods
There are no sales during the year.

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

Note 2 Significant accounting policies (contd.)
Note Particulars
2.6 Other income
Rent income is accounted on accrual basis. Profit on Sales of Fixed Assets accounted on accrual
Basis
2.7 Property, Plant and Equipment (PPE)
On transition to Ind AS, the company has adopted optional exception under Ind AS 101 to
measure Property, Plant and Equipment at fair value. Depreciation has been provided on the
written down value method as per the rates prescribed in schedule II to the Companies Act, 2013.
Property, Plant and Equipment are carried at cost less accumulated depreciation and impairment
losses, if any. The Office premises and Motor Car were sold during the year So Depreciation was
provided till the date of sale.
2.8 Earnings per share
Basic earnings per share is computed by dividing the net profit attributable to the equity holders
of the company by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit attributable to the equity holders
of the company by the weighted average number of equity shares considered for deriving basic
earnings per equity share and also the weighted average number of equity shares that could
have been issued upon conversion of all dilutive potential equity shares. The diliutive potential
equity shares are adjusted for the proceeds receivable had the equity shares been actually
issued at fair value (i.e. the average market value of the outstanding equity shares). Potential
dilutive equity shares are deemed to be converted as at the beginning of the period, unless they
have been issued at a later date. The dilutive potential equity shares are adjusted for the
proceeds receivable had the shares been actually issued at fair value (i.e. average market value
of the outstanding shares). Dilutive potential equity shares are determined independently for
each period presented. The number of equity shares and potentially dilutive equity shares are
adjusted for share splits / reverse share splits and bonus shares, as appropriate.
2.10 Taxes on income
Deferred tax is recognised on timing differences, being the differences between the taxable
income and the accounting income that originate in one period and are capable of reversal in
one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws
enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised
for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry
forward of losses are recognised only if there is virtual certainty that there will be sufficient
future taxable income available to realise such assets. Deferred tax assets are recognised for
timing differences of other items only to the extent that reasonable certainty exists that
sufficient future taxable income will be available against which these can be realised. Deferred
tax assets and liabilities are offset if such items relate to taxes on income levied by the same
governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax
assets are reviewed at each Balance Sheet date for their realisability.
2.11 Impairment of assets
There is no impairment of assets during the year.

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

2.12 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liability is disclosed after careful evaluation of facts, uncertainities and possibility of reimbursement. Contingent liabilities are disclosed in notes.

2.13 The Net worth of the company has been eroded in to negative. However accounts have been prepared on going concern basis.

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN- L27290MH1972PLC016127 Notes forming part of the financial statements

Note 2 Property, Plant and Equipments (PPE

Description Gross Carrying Value Depreciation Net Carrying Value
Balance
as at
1 April, 2019
Additions Disposals Balance
as at
31 March, 2020
Balance
as at
L April, 2019
Depreciation /
amortisation
expense for the
year
Eliminated on
disposal of
assets
Adjustment
To Reserve
Balance
as at
Balance
as at
31 March, 2020 31 March, 2020 31 March, 2019
Balance
as at
(a) Building
(b) Furniture and
Fixtures
4,03,24,290
16,24,738
۰. 4.03.24.290
16,24,738
1,08,05,115
13,37,747
14,35,446
79,994
$\sim$ 1,22,40,561
14,17,741
2,80,83,729
2,06,997
2,95,19,175
2,86,991
( c) Motor Car 9,95,812 9,95,812 8,95,043 33,476 $\sim$ 9,28,518 67,294 1,00,769
( d) Electrical Fittings 4,80,468 4,80,468 3,90,883 25,831 4,16,714 63,754 89,585
( e) Air Conditioner 2,53,120 2,53,120 1,80,615 14,326 1,94,941 58,179 72,505
(f) Computer 1,47,642 1,47,642 1,16,205 19,866 1,36,071 11,571 31,437
(g) Printer 11,186 11,186 5,130 5,130 6,057
Total 4,38,26,070 11,186 4.38.37.256 1,37,25,608 16,14,068 1,53,39,676 2,84,97,580 3,01,00,462
Description Gross Carrying Value Depreciation Net Carrying Value
Balance
as at
1 April, 2020
Additions Disposals Balance
as at
31 March, 2021
Balance
as at
. April, 2020
Depreciation,
amortisation
expense for the
year
Eliminated on
disposal of
assets
Adjustment
To Reserve
Balance
as at
Balance
as at
31 March, 2021 31 March, 2021 31 March, 2020
Balance
as at
э
(a) Building
(b) Furniture and
Fixtures
4,03,24,290
16,24,738
$\sim$
$\blacksquare$
4,03,24,290 16,24,738 1,22,40,561
14,17,741
10.28.909
57,697
1,32,69,470 $\sim$ 14,75,438 1,49,300 2,80,83,729
2,06,997
(c) Motor Car
( d) Electrical Fittings
( e) Air Conditioner
(f) Computer
$(q)$ Printer
9,95,812
4,80,468
2,53,120
1,47,642
11,186
$\blacksquare$
$\blacksquare$
$\blacksquare$
$\sim$
9,95,812 4,80,468
2,53,120
1,47,642
11,186
9,28,518
4,16,714
1,94,941
1,36,071
5,130
9,555
18,383
11,307
7,311
3,825
9,38,073 4,35,097
2.06.248
1,43,382
8,955
45,371
46,872
4,260
2,231
67,294
63,754
58,179
11,571
6,057
Total 4,38,37,256 $\sim$ 4,13,20,102 25,17,154 1,53,39,676 11,36,986 1,42,07,543 22,69,120 2,48,035 2,84,97,580
Previous year 4,38,26,070 11,186 $\sim$ 4,38,37,256 1,37,25,608 16,14,068 1,53,39,676 2,84,97,580 3,01,00,462

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

Note 3 Non-current Financial Assets- Loans

Particulars As at 31 March,
2021
As at 31 March, 2020 As at 1st April, 2019
Unsecured, considered good:
Other loans and advances
7.900 $\blacksquare$ 13,13,651
Totall 7,900 $\sim$ 13,13,651

Note 4 Non-current Financial Assets- Others

Particulars As at 31 March,
2021
As at 31 March, 2020 As at 1st April, 2019
Secuity Deposits 60.636 60.636 92,601
Totall 60.636 60.636 92.601

Note 5 Trade receivables

Particulars As at 31 March, 2021 As at 31 March, 2020 As at 1st April, 2019
Unsecured
considered good
2,96,228
Total 2,96,228

Note 6 Cash and cash equivalents

Particulars As at 31 March, 2021 As at 31 March, 2020 As at 1st April, 2019
(a) Cash on hand 71.810 419 8.091
(b) Current Accounts 2,83,880 92,567 26,312
Totall 3,55,690 92.986 34,404

Note 7 Current Tax Assets (Net)

Particulars As at 31 March, 2021 As at 31 March, 2020 As at 1st April, 2019
Tax Deducted At Source (Net) 8.41.013 5,00,513 4,16,513
Advance Tax 20,00,000 $\sim$
TAX Credit Under MAT (A.Y.2013-14) 82.78.336 $\sim$
Provision for Tax (A.Y.2021-22) $-1, 11, 15, 130$ $\sim$
Totall 4.219 5,00,513 4,16,513

Note 8 Other Current Assets

Particulars As at 31 March, 2021 As at 31 March, 2020 As at 1st April, 2019
(a) Advance to Suppliers 6.95.503 7.20.127 1.78.464
Total 6,95,503 7,20,127 1,78,464

MIRCH TECHNOLOGIES (INDIA) LIMITED
CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

Note 9 Share capital

Particulars As at 31 March, As at $31$ As at 1st
2021 March, 2020 April, 2019
(a) Authorised
Equity shares-9,00,000 90,00,000 90,00,000 90,00,000
(9,00,000 Equity Share of Rs.10 Each as at
31-03-2020 and 01-04-2019)
Redeemable preference shares-10,000 10,00,000 10,00,000 10,00,000
(10,000 Shares of Rs.10 Each as at
31-03-2020 and 01-04-2019)
1,00,00,000 1,00,00,000 1,00,00,000
(b) Issued, Subscribed and paid up
Equity shares-7,71,850 77,18,500 77,18,500 77,18,500
(7,71,850 Equity Share of Rs.10 Each as at
31-03-2020 and 01-04-2019)
Equity shares-7,450 37,250 37,250 37,250
(7,450 Equity Share of Rs.5 Each as at
31-03-2020 and 01-04-2019)
Equity shares-20,700
(20,700 Equity Share of Rs.7.50 Each as at
1,55,250 1,55,250 1,55,250
31-03-2020 and 01-04-2019)
Redeemable preference shares-10,000 10,00,000 10,00,000 10,00,000
(10,000 Shares of Rs.10 Each as at
31-03-2020 and 01-04-2019)
Total 89,11,000 89,11,000 89,11,000

(i) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31 March,
2021
As at 31
March, 2020
As at 1st
April, 2019
Equity shares with voting rights
Shiv Kumar Ladha 310950 310950 310950
Usha Devi Ladha 255444 255444 255444
Redeemable preference shares
Unit Trust of India 2500 2500 2500
The Oriental Fire General Insurance Co. Ltd 5000 5000 5000
Life Insurance corporation of India 2400 2400 2400

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

Note 10 Current Financial Liabilities- Borrowings

Particulars As at 31 As at 31 March, As at 1st April,
March, 2021 2020 2019
(a) Loans and advances from related
parties
4,19,567 3,79,50,315 3,49,78,615
Total 4,19,567 3,79,50,315 3,49,78,615

Note 11 Current Financial Libilities- Trade Payable

Particulars As at 31 As at 31 March, As at 1st April,
March, 2021 2020 2019
Total Outstanding dues of Creditors othe 4,78,723 6,95,392 10,72,641
Total 4,78,723 6,95,392 10,72,641

Note 12 Other current liabilities

Particulars As at 31
March, 2021
As at 31 March,
2020
As at 1st April,
2019
(a) Statutory remittances:-
Duties & taxes 7,27,326 8,04,111 8,17,221
(b) Rent Deposit 3,37,500 3,37,500
(c) Other Current Liabilities 2,45,251 49,242 49,242
Total 9,72,576 11,90,853 12,03,964

MIRCH TECHNOLOGIES (INDIA) LIMITED CIN-L27290MH1972PLC016127 Notes forming part of the financial statements

Note 13 Other income

Particulars For the year ended 31
March, 2021
For the year ended 31
March, 2020
Profit on Sale of Office Premises 1,81,71,180
Profit on Sale of Car 12,260
Rent Received 4,90,000 8,40,000
Other Income 9.458
Transportation Expenses 10,780
Packing Charges 5,815 6,738
Total 1,86,79,255 8,66,975

Note 14 Cost of materials Consumed

Particulars For the year ended 31
March, 2021
For the year ended 31
March, 2020
Opening stock
Add: Purchases 6.43.685
Less: Closing stock
Cost of material consumed 6.43.685

Note 15 Employee benefits expense

Particulars For the year ended 31
March, 2021
For the year ended 31
March, 2020
Salaries and wages 17,10,254 15,35,250
l Ex-Gratia 68.250
Retrenchment Compensation 10,26,000
Staff welfare expenses 16.183 39.957
Total 27,52,437 16,43,457

Note 16 Finance costs

.
Particulars For the year ended 31
March. 2021
For the year ended 31
March, 2020
Bank Charges 1,832 2.652
Totalı 1,832 2.652

Note 17 Other expenses

Particulars For the year ended 31 For the year ended 31
March, 2021 March, 2020
Advertisement 1,43,686 63,504
A G M expenses 6,745
Conveyance 1,41,201 87,498
Car Expenses 47.362 3,08,506
Direct Expenses 52.960 2,13,476
Misc.Expenses 5,20,966 55,823
Filling Fees 6,000 7,200
Legal and professional 3,49,100 2,91,243
Listing Fees 3,00,000 3,00,000
Office Expenses 52,329 77,818
Power and fuel 44,566 63,562
Printing and stationery 6,335 56,262
Repairs and maintenance 5,53,563 99,766
Remuneration to CFO 48,000 44,000
Society Charges 1,90,809 2,02,432
Telephone Expense 28,876 17,193
Transportation Charges 39,500
Sundry Balance w/off 4,568
Rate & Taxes 2,51,778 2,500
Total 27,81,600 18,97,528

MIRCH TECHNOLOGIES (INDIA) LIMITED Notes forming part of the financial statements

Note 18 Disclosures under Accounting Standards (contd.)

Particulars
Related party transactions
Details of related parties:
Description of relationship Names of related parties
Key Management Personnel (KMP) MR. Shiv Kumar Ladha, Mrs.Usha Ladha, Mr. Sadashiv Salian
Relatives of KMP
Company in which KMP / Relatives of KMP
can exercise significant influence
KMP Relatives of
KMP
Entities in
which KMP /
relatives of
KMP have
significant
influence
Total
Balances outstanding at the end of the year
Borrowings 4,19,567
(3,79,50,315)
4,19,567
(3,79,50,315)
Note: Figures in bracket relates to the previous year

MIRCH TECHNOLOGIES (INDIA) LIMITED Notes forming part of the financial statements

Note 19 Disclosures under Accounting Standards (contd.)

Particulars As at 31 March,
2021
As at 31 March,
2020
Deferred tax (liability) / asset
Tax effect of items constituting deferred tax liability
On difference between book balance and tax balance of
Fixed Assets
(2,11,355) 84,09,272
Tax effect of items constituting deferred tax liability (2, 11, 355) 84,09,272
Tax effect of items constituting deferred tax assets
On difference between book balance and tax balance of
Unabsorbed Losses
31,51,409 41,22,607
Tax effect of items constituting deferred tax assets 31,51,409 41,22,607
Net deferred tax (liability) / asset (33, 62, 764) 42,86,665

Note 20 Other Discloures required by statute

Particulars For the year
ended 31 March,
2021
For the year ended
31 March, 2020
Auditors Remuneration (including service tax)
Statutory Auditors
i. Audit Fee 25,000 25,000
ii. Tax Audit Fee
iii.Certification/other Services
iv.Out of Pocket Expenses
Total 25,000 25,000

Note 21 Disclosures under Accounting Standards (contd.) Provisions and contingencies

Contingent Liabilities not provided in respect of:

a) Claim against the company not acknowledged as debt Rs.3,18,811/- towards Bombay Sales Tax, Central Sales Tax Assessment dues.

b) No Provision has been made for the present lialibities for future payment of gratuity. Valuation of gratuity not done for the current finanical year, the same will be accounted as and when paid

c) Arrears of dividend on 9.5% Redeemable Cumulative Preference Shares of Rs.100/each, Rs.27, 55, 000/- has neither been paid nor provided.

d) Balance due to/ due from various parties are subject to confirmation.

e) Interest on unsecured loan has not been provied as Directors are pursuing with unsecured loan creditors to waive the interest

$\vert$ f) The company do not have any information with regard to creditors whether they possesses any S.S.I. units

$|g)$ As per the term and conditions, the company was to redeem the Redeemable Preferance shares at par after 12 years, that is in the year 1985-86 subject to three month notice, but not later than 15 years from the date of allotment that is 27.09.1973 but the company has not redeemed the same so far. As the maturity period of same shares is over, the company is liable to pay dividend on these shares @9.5% p.a., that is Rs.95,000/-p.a. and aggregating to Rs.27,55,000/- liable to be paid to the shareholders of those shares, however, Rs.27,55,000/has not been provided in the balance sheet. Hence the debit balance of profit & loss account as appearing in the balance sheet would have been higher to the extent of Rs.27,55,000/-and the loss for the current year would have been higher to the same extent.

INOTE 1 TO 21
In terms of our report attached.
IFor U.S.Tanwar & Co For and on behalf of the Board of Directors
Chartered Accountants
F.R.N.110810W Sd/- Sd/- Sd
Chief Financial Officer Chairman Director
Sd Ankesh Deepak Ghole Ushadevi Ladha S.Salian
(CA. U.S.Tanwar)
IProprietor
M.No.030440 $Sd$ -
IPlace: Mumbai Company Secretary
Date: 28/06/2021 Rohit Uday Bhagwat

Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L27290MH1972PLC016127

Name of the company: Mirch Technologies (India) Limited Registered office: B -701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013.

Name of the member (s):
Registered address:
E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name: _____ E-mail Id:______
Address: ____________
_______Signature:______ or failing him/her
2. Name: _____ E-mail Id:______
Address: ____________
_______Signature:_______or failing him/her
  1. Name: _________________________________ E-mail Id:____________________ Address: ______________________________________________________ _____________________________________Signature:________________________ or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 48th Annual general meeting/ Extra Ordinary general meeting of the company, to be held on the Monday, September 06, 2021 at 11.30 a.m. at B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Ordinary Business

  1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2021 and the Statement of Profit and Loss for the year ended 31st March, 2021 along with Directors' Report and Auditors' Report thereon.

  2. To appoint a Director in place of Shri Kumar Sambhaw Ladha (DIN 00478616) who is liable to retire by rotation at this meeting and being eligible offered himself for re-appointment.

Special Business

  1. To ratify the appointment of Smt. Ushadevi Ladha (DIN 06964508) as the Managing Director of the Company.

Signed this…… day of……… 2021.

Signature of shareholder

Signature of Proxy holder(s)

Affix Revenue Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

ATTENDENCE SLIP

MIRCH TECHNOLOGIES (INDIA) LIMITED

B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013. CIN: L27290MH1972PLC016127

PLEASE FILL ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING VENUE Joint Shareholders may use photocopy of this attendance Slip

Folio No. /DP ID*/Client ID*:

Number of shares held:

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the 48th Annual General Meeting of the Company at the Registered Office at B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013 on Monday, September 06, 2021 at 11.30 a.m.

…………………….……… …….…………………... (In BLOCK letters) (In BLOCK letters)

Name of the Member / Proxy Signature of the Member / Proxy

Note: Shareholder/Proxy holder desiring to attend the meeting should bring this copy of the Annual Report for reference at the Meeting.

* Applicable for investors holding shares in electronics form.