1 CORPORATE INFORMATION:

Meera Industries Limited (“the Company”) was incorporated on 05/07/2006 as a private Limited company and later on during Financial Year 2016-2017, it got converted in Public Limited Company domiciled in India. Its shares are listed on BSE SME platform effective from 09/05/2017. The company is primarily engaged in the business of manufacture and sale of customized textile machinery and machinery parts including Import and Export of the same. During the year company has started manufacturing and trading in yarn including export of the same. During the year under reporting the company has subscribed 1000 shares of the wholly owned subsidiary company Meera Industries USA LLC. at USA as per the norms of RBI and remitted the amount of subscription of USD 1,00,000/- during the year under reporting.

TERMS / RIGHTS ATTACHED TO EQUITY SHARES

The Company has only one class of equity shares having a par value of Rs 10 each. Each holder of equity shares is entitled to one vote per share.

The company declared and paid Interim dividend at Re. 1/- per share in Indian rupees during the financial year. The dividend proposed by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting.

During the year the company has issued 1080000 equity shares of Rs. 10 with premium of Rs. 26 each through Initial Public Offer. The total equity share capital at the end of the year was Rs. 3,92,75,000/- divided in 3927500 shares of Rs. 10/- each fully paid up. The shares of the company are listed on the SME platform of BSE.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

DETAILS OF CONVERTIBLE SECURITIES:

The company has not issued any securities convertible into equity or preference shares.

DETAILS OF SHARES RESERVED FOR EMPLOYEES STOCK OPTIONS:

The company has not reserved any shares for employee’s stock options

SHARE HOLDERS HOLDING MORE THAN 5 % EQUITY SHARES IN THE COMPANY

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares. The company has no holding company.

LONG TERM BORROWINGS:

The company has enjoyed vehicle loan facility from Volkswagen Finance Private Limited for Audi Car ‘ 1777364.19/- (NIL) which is secured by hypothecation of car for which the loan was taken. The directors have not given any personal guarantee for the vehicle loan.

PROVISIONS FOR GRATUITY: Total provision for gratuity has been made as per the independent actuarial valuation report to the extent of Rs. 26,10,000/- (20,04,000/-). As per the actuarial valuation report, the provision of gratuity that may be incurred in the next 12 months’ period from the date of the financial statements i.e. Rs. 6,06,000/- (2,39,000/-) is classified as short term provisions and the remaining amount is considered as long term provisions.

NON CURRENT INVESTMENTS

The company has subscribed to the shares of wholly owned subsidiary company MEERA INDUSTRIES USA LLC. at USA during the year under Indian Direct investment abroad (in branches and Wholly owned Subsidiaries) in equity shares under the automatic route as specified by RBI. The entire shares of the WOS have been subscribed by the company and the amount of 1,00,000/- USD have been remitted. The amount of Indian Currency as per the bank rate on the date of remittance is considered as the amount of investment of the company in Wholly Owned Subsidiary (WOS). The company has subscribed to 1000 shares of the foreign Subsidiary Company.

DEFERRED TAX:

Deferred tax liability has been created on the basis of the timing difference in depreciation as per the Companies Act, 2013 and the depreciation allowable as per The Income Tax Rules, 1962. Further the same is created due to the claim made under the Income Tax Act, 1961 as per provisions of Sec. 35(2AB) and 35(1 )(iv) during the reporting year.

Deferred tax asset is on the basis of the provisions of gratuity on the basis of the actuarial valuation during the reporting year.

TRADE RECEIVABLES

Sundry debtors are trade receivables which are due in respect of goods sold in the normal course of the business. The debtors outstanding for more than 6 months are those debtors which are outstanding for more than 6 months from the date of Invoice but all of them are good as reviewed by the management and hence no provisions for doubtful debts has been made.

2. Operating leases:

The Company has taken factory land on lease rental agreement of 5 years with fixed rental on monthly basis for each of the years included in the lease period which is increasing every year. Each renewal is at the option of lessee. There are no restrictions placed upon the company by entering into these leases. The total rental expenses during the period was Rs.19,20,000 (10,80,000).

The company has not entered into any lease agreements with any person during the year whereby any operating lease incomes are generated. The company has not acquired any fixed assets under finance lease / operating lease agreements during the year.

3. Earning / (loss) per share:

Basic and Dilutive Earnings per Share (“EPS”) computed in accordance with Accounting Standard (AS) 20 ‘Earnings per Share’.

Since the company has not issued any convertible preference shares or convertible debentures, the diluted EPS is same as that of Basic EPS.

4. Segmental Reporting (AS 17):

As permitted by paragraph 4 of Accounting Standard-17 (As-17),” Segment Reporting”, if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need by presented only on the basis of the consolidated financial statements. Thus, disclosures required by AS-17 are given in consolidated financial statements.

5. Related Party Disclosures:

a. List of related parties and nature of relationships where control exists:

MEERA INDUSTRIES USA LLC - WHOLLY OWNED SUBSIDARY OUTSIDE INDIA

b. Other related parties with whom transactions have taken place during the year:

i) Entities where Key Management Personnel (KMP) / relatives of key management personnel (RKMP) have significant influence:

- NIL

ii) Key Management Personnel:

- DHARMESH VINODBHAI DESAI - MANAGING DIRECTOR

- BIJAL DHARMESH DESAI - WHOLE TIME DIRECTOR

- VINOD SATYANARAYAN OJHA - CHIEF FINANCIAL OFFICER

- PARVEZ AYAZ SHAIKH - COMPANY SECRETARY

- BHAVISHA KHAKHKHAR - COMPANY SECRETARY

iii) Relatives of key management personnel:

- NIL

c. Transactions between the company and related parties and the status of outstanding balances as at March 31, 2018 (and March 31, 2017)

Disclosures as required by Regulation 34(3) read with para A of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The company has wholly owned subsidiary outside India during the reporting period and hence the disclosure requirements as per Regulation 53(f) SEBI (LODR) Regulations, 2015 has given in the notes on accounts. The company has not granted any loans to its subsidiary during the reporting period.

Note: No loans have been granted by the Company to any person for the purpose of investing in the shares of Meera Industries Limited.

6. Cash Flow Statement:

Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

7. Based on the information available with the company, there are no dues to Micro & Small Enterprises under the Micro, Small and medium Enterprises Development Act, 2006.

8. Disclosure required U/S. 186(4) of The Companies Act, 2013:

The company has not given any loans and guarantees to any related parties nor provided any guarantees for obtaining loans by the related parties.

No related parties have given any securities for loans obtained by the company.

The Company Has Wholly Owned Subsidiary Outside India during the year under reporting.

9. The provisions of sec. 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable to the company hence, no provision is made out of profit and no such expenses were incurred by the company during the reporting period.

10. During the year the company has not entered into any hire purchase agreement with any institutions.

11. Provision for trade guarantees / warrantees:

The company is engaged in the business of manufacturing of textile machinery and not provided or entered into any service contracts which creates the liability of warranties etc. and therefore, no such liabilities are provided.

Notes:

1.The Company has filed an appeal before the Appellate authorities in respect of the disputed matter under sales tax and the appeal is pending with the appellate authority. Considering the facts of the matters, no provision is considered necessary by the management because the management is hopeful that the matter would be decided in favour of the Company in the light of the legal opinion obtained by the company.

12. Capital and other commitments:

There are no contracts remaining to be executed on Capital account and hence no provision has been made on this account. The Company has no obligation on account of non-fulfilment of export commitments under various advance licenses during the reporting period and hence no provisions have been made.

13. Additional information pursuant to the provisions of Schedule III of The Companies Act, 2013

a. Value of imports calculated on CIF basis

b. Expenditure in Foreign Currency (Accrual Basis)

14. Accounting policies not specifically referred to otherwise are consistent and in consonance with the generally accepted accounting policies. (GAAP).

15. The previous year’s figures have been regrouped or reclassified wherever necessary to confirm with the current year’s presentation.