DIRECTOR'S REPORT To The Members, Mahasagar Travels Limited Your Directors have great pleasure in presenting the 22nd Annual Report together with their Audited Statement of Accounts of the Company for the year ended 31st March, 2015. DIVIDEND: In view of requirements of funds the Board of Directors of the Company has shown their inability to recommend payment of Dividend. STATE OF COMPANY'S AFFAIR Since the Company is engaged in providing service to the tourist of the state and thereby in the engagement of the service sector industry since the core business of the Company is to provide service, the quality, facilities and safety are the prime concern of the management. During the last financial year your Company has made sufficient effort to provide better quality services through increase in the fleet capacity of the luxurious class. Majority of the fleet have air conditioning facility apart from comfortable internal environment. Keeping in mind the Pollution Free Quality Concept, the Company has been gradually replacing in a phased manner the environment friendly Luxurious Buses in place of old buses, which would help in protecting the pollution free environment, thereby putting major stress by management on the concept of taking pollution free environmental steps as per the Pollution Free Environment Policy of the Government and the new fleets of buses will also increase the tourist business and further facilitate the tourist the latest available facilities which will increase the overall business and profitability of the Company in the coming years. However the management has taken care of the fluctuation in petroleum products by creating retail outlet. During the current year the company has earned revenue of Rs. 2698.90 lacs as compared to revenue of last year of Rs. 2391.06 lacs from Travels Division and Revenue earned during the current year from petroleum's division is of Rs. 2206.40 last year it was Rs. Rs. 1965.40 lacs. Total revenue increased to Rs. 4905.30 lac from Rs. 4356.46 lac it shows 12.60% increase in net revenue of the company. TRANSFER TO RESERVES No amount has been transferred to General Reserve Account EXTRACT OF ANNUAL RETURN The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report as annexure -Al DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures. 2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March 2015 and of the profit of the Company for that period. 3. They have taken proper and sufficient care for 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. 4. They have prepared the annual accounts on a going concern basis 5. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. 6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. NUMBER OF MEETINGS OF THE BOARD Fifteen meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report. DIRECTORS Pursuant to Section 152 of the Companies Act, 2013 Shri Kartikumar Ratilal Upadhyay, Director of the Company is liable to retire at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. Your directors recommend for their appointment. DECLARATION OF INDEPENDENT DIRECTORS Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Amit G. Pande (DIN 00684673),and Shri Sanjaybhai P. Mahemdavadi (DIN 02356066), were appointed as independent directors at the annual general meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure-A3 which forms part of this report. With reference to non-compliance as stated in the Secretarial Audit Report your Board reports that registered office of the company is situated at Junagadh which is not covered by heavy industrial areas and corporates. On resignation of previous company secretary company had shortlisted the candidate for the post of Company Secretary and Women director but the candidates had not joined the company thereafter company had made several efforts to short list the candidates for the post of Secretary and Women Director. Board of directors are keen to appoint the person who can provide appropriate time and energy towards the corporate compliances. On selection of suitable candidates for both position company will take immediate action to appoint the same. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The particulars of loans, guarantees and investments have been disclosed in the financial statements. 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. TRANSACTIONS WITH RELATED PARTIES None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure A2 in Form AOC-2 and the same forms part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY: Since our company is engaged in service activity the said statement is not applicable Company's Policy is to obtain best economic average from the transportation services provided by their vehicles. TECHNOLOGY ABSORPTION: Since our company is engaged in service activity the said statement is not applicable. Company had adopted policy to purchase latest technology transportation vehicles which provides maximum economic fuel average. FOREIGN EXCHANGE EARNINGS AND OUTGO: The company's business activity is restricted to domestic level only and deals in rupee currency no any foreign currency is earned or expended. CORPORATE SOCIAL RESPONSIBILITY: Our company does not fall under the purview of Section 135 of companies Act, 2013. Hence no Corporate Social Responsibility initiatives have been taken during the year. INSURANCE: All the assets of the Company have been adequately insured. LISTING At present your Company's securities are listed on the Bombay Stock Exchange Limited. Company had passed necessary resolution for Voluntary Delisting of its Equity shares from Ahmedabad Stock Exchange Ltd., and Saurashtra Kutch Stock Exchange Limited (SKSE). STATUTORY AUDITORS: You are requested to appoint Auditors M/s. B. H. Advani & Associates for the current year (2015-16) to hold office from the conclusion of the Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their Remuneration. The notes forming part of accounts referred to in Auditors' Report are self explanatory and provide complete information. TAXES: Company is regularly paying Income tax, Sales Tax, RTO Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax appropriate provision and treatments have been made as per law. Details of the payment, refund and appeals and disputed amount have been adequately provided in audit report and the same is self explanatory and the amount of dispute is being dealt with various authorities and awaiting for final outcome. DEMATIRIAI.IZATION AND TRANSFER OF THE SECURITIES: ISIN: INE 007G01014 As on date of this report company is having NSDL connectivity of dematerialization of shares and efforts are being made to have CDSL connectivity. REGISTRAR AND SHARE TRANSFER AGENT Link Intime (India) Pvt. Ltd. Unit No 303 , 3rd floor Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C. G. Road, Ahmedabad - 380009 REGULATORY STATEMENT: (1) The Equity shares of your Company are listed on Bombay Stock Exchange, and the listing fees for the financial year 2014-15 have been paid to the exchange, (2) In conformity with the provision of Clause 32 of the listing agreement, the cash flow statement for the year ended 31-3-2015 is annexed to the accounts. Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure A3 CORPORATE GOVERNANCE: The Company has complied with the requirement regarding corporate governance as required under Clause 49 of the Listing Agreement entered in to with the Stock Exchanges where the Company's shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditor of the Company regarding Compliance of the Conditions of the Corporate Governance is attached to this report and forming part this report. MANAGEMENT DISCUSSION AND ANALYSIS: 1. INDUSTRY OUTLOOK: Travel and tourism industries are being promoted by government. Gujarat Tourism is actively promoting tourism facilities and destinations in the state. With the increase in travelling tendency of people for the leisure and business overall industry is viewing good prospects. 2. OPPORTUNITIES AND THREATS: Government of Gujarat is promoting tourism in all sphere. Further medical tourism and development of infrastructure facilities have made Gujarat a tourist destination. Since the Company has started business in real estate sector, petroleum sector and been engaged in to the service sector, the main concern of the management is to provide best quality services to the customer. Safety, discipline as to the timing, comfort is the main parameters. Government policies and regional policies can affect the performance of the company. New players are joining in the competition. Company is planning to develop more area related to tourism, hotel business and infrastructure facilities and in construction & real estate fields. International market is very volatile nowadays with respect to petroleum products and real estate sector in India facing many challenges for the new development. Change in crude oil price and fluctuation in currency plays a vital role in the profitability of the company. 3. INITIATIVES As we know that the customers are becoming more quality conscious which calls for continuous up gradation in the available methods and the technology deployed which will yield better realization to the company. The another niche for the Company is to maximum utilization of the Parcel business which can earn maximum revenues to the company at a negligible cost. Growing competition and drastic change of the life style of the people thereby to constantly make better quality service to satisfy the need of people is the concern of the management. Company is planning to grab infrastructure development opportunities related to real estate, travel and tourism. 4. RISKS AND CONCERNS: Company is in travel business and major fluctuation in the price of the petroleum product is having vital impact on the profitability and performance. International market having great effect on increase in the crude price and increase in dollar value against the rupee is also a matter of concern. Realty sector in India has shown some slow movements, market is becoming more steady and higher inflation rate leads government to curb financial resources to realty sector. To mitigate the risk of increase in petroleum products company had mainly two options either to increase the price of services offered or to make optimum utilization of resources. 5. INTERNAL CONTROL SYSTEM: The Company has adequate system of control implemented by the management towards achieving efficiency in the operation, optimum utilisation of resources and effective monitoring thereof and compliance with applicable laws. 6. HUMAN RESOURCES: The Company attaches priority to human resources development, with focus on regular up gradation of the knowledge and skills of our employees and equipping them with the necessary expertise to meet the challenges of change and growth successfully. ACKNOWLEDGMENT: The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat and Ministry of Government for their sustained support and cooperation and hope that the same will continue in future. For and On behalf of the Board Bhagchand Sukhwani Managing Director(DIN:00579112) Prakash Kakkad Jt. Managing Director(DIN: 02355435) Registered Offfce : Mahasgar House. Kalwa Chowk, Junagadh. Date : 21-05-2015 Place: Junagadh |