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DIRECTOR'S REPORT

Mittal Life Style Ltd.

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Market Cap. (₹) 123.26 Cr. P/BV 10.37 Book Value (₹) 10.12
52 Week High/Low (₹) 108/17 FV/ML 10/2500 P/E(X) 81.44
Bookclosure 21/06/2019 EPS (₹) 1.29 Div Yield (%) 0.00
Year End :2018-03 

To,

The Members,

Mittal Life Style Limited,

The Board of directors of your Company is pleased in presenting the Thirteenth (13th) Annual Report of your Company together with the Audited Financial Statements (Standalone) for the period ended 31st March, 2018.

FINANCIAL RESULTS:

Particulars

Current Year Ended on 31/03/2018

Previous Year Ended on 31/03/2017

Income from operations

80,13,21,803.00

78,56,77,560.00

Other Income

2,34,11,323.00

2,26,78,758.00

Depreciation & amortization

22,82,187.00

10,80,553.00

Expenses other than Depreciation

80,01,32,819.00

80,24,91,557.00

Net Profit/(Loss) Before Tax

2,23,18,120.00

47,84,208.00

Current Tax

77,00,000.00

0.00

Deffered Tax

(3,43,565.00)

0.00

Prior period Tax adjustment

16,53,040.00

0.00

Profit/(Loss) After Tax

1,33,08,645.00

47,84,208.00

Proposed Dividend

0.00

0.00

Provision for dividend distribution Tax

0.00

0.00

Balance Carried to Balance Sheet

1,33,08,645.00

47,84,208.00

PRESENT OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the Company has generated revenue total revenue of Rs. 80,13,21,803 as against Rs. 78,56,77,560 during the previous financial year. The net profit after tax for the year under review has been Rs. 1,33,08,645 as against Rs. 47,84,208 during the previous financial year which shows tremendous growth in the Net Profit of the company. Your Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in future period.

A detailed analysis of the financial results is given in the Management Discussion and Analysis Report, which forms part of this report.

INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE (eMERGE):

During the year, pursuant to the approval of Members of the company at their Extra-Ordinary General Meeting held on 25th November, 2017, the Company approached the capital market on March 19, 2018 with an Initial Public Offer 21,00,000 (Twenty One Lakh) equity shares of company of face value of Rs 10 each fully paid for cash at a price of Rs. 21/- Per Equity Share (“The Issue Price”) (Including a Share Premium of Rs. 11 Per Equity Share aggregating Rs. 441.00 Lakhs (The “Issue”) , of which 1,20,000 equity Shares of Rs.10/- each fully paid up reserved for subscription by market maker to the issue (“market maker reservation portion”). The Issue less the Market Maker Reservation Portion i.e. issue of 19,80,000 Equity Shares Of Rs 10 Each Fully Paid up is the (“Net Issue”). The Issue and The Net Issue will Constitute 29.79 % and 28.09% respectively of the post Issue paid up Equity Share Capital of the Company. The Issue has received 113 applications for 2154000 Equity Shares resulting in 1.02 times subscription (including reserved portion of Market Maker). The Basis of Allotment was finalized in consultation with the Designated Stock Exchange National Stock Exchange of India Limited on March 28, 2018.

In response to the company’s application, the National Stock Exchange of India Limited (NSE) has given its final approval for listing and trading of 7050000 (Seventy Lacs Fifty Thousand) of Rs.10/- each on NSE e- Merge (SME Emerge Platform) of NSE effective April 02, 2018.

RESERVES AND SURPLUS:

The Company had reserves and surplus of Rs. 3,93,64,501 in the present financial year as against the reserve and surplus of Rs. 49,42,396 during the previous financial year.

DIVIDEND:

In order to conserve the resources, your directors do not recommend any dividend for the F. Y. 2017-18.

BOARD OF DIRECTORS:

The existing and present structure of Board of Directors is as follows:

Sr. No.

CATEGORY

NAME OF DIRECTORS

Promot

ter and Executive Director

1.

Chairman & Managing Director

Mr. Brijesh Jagdishkumar Mittal

2.

Director & CFO

Mr. Pratik Brijeshkumar Mittal

Promoter and Non Executive

3.

Woman Director

Mrs. Sudha Brijeshkumar Mittal

Non Executive DirecOor

4.

Independent Non Executive Director

Mr. Prasun Muljibhai Modi

5.

Independent Non Executive Director

Mr. Praful Jadavji Shah

Company Secretary & Compliance Officer

6.

Company Secretary & Compliance Officer

Ms. Jalpa Shivshankar Purohit

During the Year under review, Following Independent Directors and Key Managerial Personnel(s) were appointed on the board of the Company:

I. APPOINTMENT/RE-APPOINTMENT & CHANGE IN DESIGNATION:

Mr. Brijesh Jagdishkumar Mittal’s designation has been changed from Director to Managing Director w.e.f. 3rd October, 2017.

II. APPOINTMENT OF INDEPENDENT DIRECTORS:

Mr. Praful Jadavji Shah was appointed as Independent Director for the period of five years from 4th September, 2017 u/s 149 (1) of Companies Act, 2013.

Mr. Prasun Muljibhai Modi was appointed as Independent Director for the period of five years from 4th September, 2017 u/s 149 (1) of Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are appointed as independent directors in terms of Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations 2015;

1. MR. PRAFUL JADAVJI SHAH

2. MR. PRASUN MULJIBHAI MODI

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

III. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of section 152 of the Companies Act, 2013, Mrs. Sudha Brijeshkumar Mittal (DIN: 01353814), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment and brief profile of her is given in this report as notes to the notice.

IV. APPOINTMENT OF COMPLIANCE OFFICER & CFO:

Mrs. Jalpa Shivshankar Purohit, Company Secretary holding requisite Qualification from the Institute of Company Secretaries of India, having Membership No. A50429 has been appointed Company Secretary (KMP) & Compliance Officer of the Company w.e.f. 1st August, 2017.

Mr. Pratik Brijeshkumar Mittal has been appointed as Chief financial officer (CFO) of the company w.e.f. 10th October, 2017.

SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has no subsidiary, Joint Venture and associates Company.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligation And Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report.

PUBLIC DEPOSIT:

During the year under review your Company has neither accepted the deposit from public nor renewed the same and has neither defaulted in the repayment of deposits or payment of interest during the financial year as envisaged under Section 73(2) read with Chapter V of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS/ OUTGO:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant data pertaining to conservation of energy are Annexed as Annexure-A. Technology absorption information is not applicable to the company. Moreover, during the year, the Company has no Foreign Exchange earnings and foreign exchange outgo is Rs. 2,71,800/- on account of Travelling Expenses during the year.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and on arm’s length basis. Details of transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per Annexure-B in the FORM AOC-2.

During the year the company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company and stakeholders at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, senior management personnel and their remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia, qualification, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Director, Key Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is annexed as Annexure “C” to this report and also placed on the Company’s website: https://mittallifestyle.in/.

PARTICULARS OF EMPLOYEES:

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/or Rs. 1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the following details form part of Annexure D and Annexure E to the Board’s Report:

i) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 statement containing the names and other particulars of top ten employees in terms of remuneration drawn by them- Annexure D

Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure E.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors

Relationship with other Director

Shri. Brijeshkumar J. Mittal

Managing Director and self

Shri Pratik Brijeshkumar Mittal

Director and Son of Mr. Brijeshkumar Mittal

Shri. Praful Jadavji Shah

None

Shri. Prasun Muljibhai Modi

None

Smt. Sudha Brijeshkumar Mittal

Director and Wife of Mr. Brijeshkumar Mittal

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments, affecting the financial position of the company have occurred and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

CHANGES IN SHARES CAPITAL:

I: SUB-DIVISION OF SHARES:

The Company has subdivided its equity shares having nominal face value of 1 (One) Equity Share Rs. 100/- (Rupees Hundred each) fully paid-up, into 10 (Ten) Equity shares of Rs. 10/each fully paid-up with effect from 14th August, 2017.

II: INCREASE IN AUTHORISED SHARE CAPITAL:

With view to expand its business activities, the company has increased the authorised share capital from Rs. 5,00,00,000/- (Rupees Five Cores Only) divided into 50,00,000 equity shares of Rs. 10/- (Rupees Ten) each to Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1.00.00.000 (Hundred Lakhs) equity shares of Rs. 10/- each by creation of 50,00,000 equity shares of Rs.10/- each, rank pari-passu with the existing shares in the company.

III: INITIAL PUBLIC OFFERING OF EQUITY SHARES:

During the year, pursuant to the approval of Members of the company at their Extra-Ordinary General Meeting held on 25th November, 2017 the Company approached the Capital Market with an Initial Public Offer 21,00,000 (Twenty One Lakh) equity shares of company of face value of Rs. 10 each fully paid for cash at a price of Rs.21/- Per Equity Share (“The Issue Price”) (Including a Share Premium of Rs 11 Per Equity Share aggregating Rs.441.00 Lakhs (The “Issue”) By our company.

Hence, in this way the authorized share capital of the company was raised from Rs. 5,00,00,000 consisting of 5,00,000 Equity shares of Rs. 100 each to Rs. 1,00,00,000 consisting of RS. 10.00.00.000 equity shares of Rs. 10 each and paid up share capital has also been increased from Rs. 4,95,00,000 consisting of 4,95,000 Equity shares of Rs. 100 each to Rs. 7,05,00,000 consisting of 70,50,000 equity shares of Rs. 10 each.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper system for taking insurance on all its insurable assets in order to mitigate the risk.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Companies Act, 2013 read with rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return is annexed herewith as Annexure F in MGT-9 and forming part of the report.

AUDITORS: I. STATUTORY AUDITORS & AUDITORS’ REPORT:

In accordance with 139 of the Companies Act, 2013 from M/s Jain Jagawat Kamdar & Co., Chartered Accountants, (FRN: 122530W) were appointed by the shareholders of the company at the Extra Ordinary General meeting held on 18th August, 2018 as Statutory Auditors for a period upto the ensuing Annual General Meeting . The board recommends the members for his appointment from the Date of ensuing Annual General Meeting to the 18th Annual General Meeting to be held in the year 2022.

Auditors’ Report:

The Auditors’ Report does not contain any qualification, reservation or adverse remark(s) on the financial statements for the year ended March 31, 2018. The notes of accounts referred to in the auditors’ report are self explanatory and therefore do not require any further comments.

II. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the company has its proper system of Internal Control and it regularly monitor the safeguarding of its assets, prevention and detection of frauds and errors and accuracy and completeness of accounting records including timely preparation of financial information.

K. S. Balasubramanian & Co (FRN: 129537W) together with Statutory Auditor of the Company M/s Jain Jagawat Kamdar & Co. consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects..

III. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

As the company was not listed as on 31st March, 2018 , it is outside the purview of Section 204 of the Companies Act, 2013 and hence Secretarial Audit is not applicable to it during the financial year 2017-18. However, as the company got listed in April, 2018, it will fall within the purview of Section 204 of the Companies Act, 2018 for the F.Y. 2018-19 and hence, the board shall appoint the Secretarial Auditor as soon as possible.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135, Corporate Social Responsibility activity (CSR Activity) is not applicable to the company.

ENVIRONMENT. HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is constantly reviewing the safety standards of the employees and the management believes in the concept of sustainable development.

MANAGING THE RISKS OF FRAUD. CORRUPTION AND UNETHICAL BUSINESS PRACTICES: i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

During the year, none of the matter having any unethical practices or behavior was reported to the Company.

ii. Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of chartered Accountants of India. The Company Complied with the Stock Exchange and legal requirement concerning the Financial Statements at the time of preparing them for the Annual Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors’ Certificate regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

INDUSTRIAL RELATIONS:

Industrial Relations during the year under review, continued to be cordial.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the demat activation number allotted to the Company is ISIN: INE997Y01019. Presently all the shares of the company i.e 100% shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition and Redressal Act, 2013):

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors further state that no complaints regarding the sexual harassment were raised during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Director’s Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 at the end of the financial year and of the profit or loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The Company has not provided directly or indirectly any loan to any other person or body corporate or has given any guarantees or provide security in connection with loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid up capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more and hence it is outside the purview of Section 186 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as, the evaluation of the working of its Audit, Nomination and Remuneration Committee. The performance of the Board was evaluated by the Board after seeking feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by the Board, Board Structures and Composition, establishment and delineation of responsibilities to the Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics and, Quality of relationship between the Board and the Management. The performance of the committees’ viz. Audit Committee and Nomination & Remuneration Committee was evaluated by the Board after seeking feedback from Committee members on the basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics and, quality of relationship of the committee with the Board and the Management.

FRAUD:

No cases of fraud have been reported by the company during the period under review.

RISK MANAGEMENT SYSTEM:

The Company has developed and implemented a risk management system which identifies, assess, monitor and mitigate various risks on continuation basis, which may threaten the existence of the Company.

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions, Company’s bankers and customers, vendors and investors for their continued support during the year.

Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels who through their competence and hard work have enabled your Company achieve good performance year after year and look forward to their support in future as well.

Regd. Office: By Order of the Board

Unit No.8/9, Ground Floor, For, MITTAL LIFE STYLE LIMITED

Ravikiran,

New Link Road,

Andheri [W], Mumbai –

400053, Maharashtra Sd/- Sd/-

Brijeshkumar J. Mittal Pratik B Mittal

Chairman & Managing Director Director

DIN: 02161984 DIN: 05188126

Date: 4th September, 2018

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