To,
THE MEMBERS,
MAZDA LIMITED
Your directors have pleasure in presenting to you the Thirty Third (33rd) Annual Report
of the Company and the Audited Financial Statements for the year ended 31st March, 2023.
1. FINANCIAL PERFORMANCE
(' In Lacs]
Sr. Particulars No. |
2022-23 |
2021-22 |
i. Total revenue |
19,385.80 |
16,818.18 |
ii. (Less): Total expenditure |
15,435.33 |
13,744.36 |
iii. Profit before depreciation, finance cost & tax |
3,950.47 |
3,073.82 |
iv. (Less): Finance cost |
62.94 |
67.23 |
v. (Less): Tax Expenses |
909.59 |
640.56 |
vi. Cash Profit |
2,977.94 |
2,366.03 |
vii. (Less): Depreciation |
315.30 |
241.63 |
viii. Profit for the year |
2,662.64 |
2,124.40 |
ix. Items of Other Comprehensive Income (OCI) for the year |
9.41 |
(23.86) |
x. Total Comprehensive Income for the Year |
2,672.04 |
2,100.53 |
xi. Surplus brought forward |
16,002.30 |
14,342.32 |
xii. Profit available for appropriation |
18,674.34 |
16,442.85 |
xiii. Dividend on equity shares |
484.60 |
440.55 |
xiv. Surplus carried forward |
18,189.74 |
16,002.30 |
Note: The previous year figures have been regrouped whenever necessary.
2. DIVIDEND
Your directors have recommended final dividend of ' 14.00 (140%) per
equity share of the face value of ' 10 each amounting to ' 560.70 Lacs for
the financial year 2023-24, subject to the approval of the shareholders at the ensuing
Annual General Meeting as compared to the dividend of ' 12.10 (i.e., 121%) per
equity share of the face value of ' 10 each paid for the previous financial year
2022-23.
3. OPERATIONS
For the year ended 31st March, 2023 the company has achieved a Revenue of '
19,385.80 Lacs, and it has shown the uptrend by 15.27% over the last year of '
16,818.18 Lacs. The profit after tax for the year was ' 2662.64 Lacs, registering a
noticeable growth of 25.34% over the profit of ' 2124.40 lacs in FY 2021-22.
4. FINANCE AND ACCOUNTS
There are no term loans or interests thereon outstanding during the year under review.
Your company is at present using financial assistance in the form of working capital
facilities from State Bank of India, Ahmedabad with overall banking limits up to '
2238.00 Lacs to capture its fund based and non-fund-based requirements. The fund-based
limits are in the form of Cash credit / PCFC loans and non-fund-based limits are in the
form of Bank Guarantees and LCs.
Your company is sufficiently funded from the internal accruals which have been invested
in debt market instruments like fixed maturity plans, liquid funds and bond funds. The
market value of the investment as at 31st March, 2023 was ' 4325.94 Lacs as against
' 3119.24 Lacs as at 31st March, 2022. The increase in investment is showing
healthy cash flows of the company.
During the year under review, ICRA has conducted the surveillance of credit facilities
and re-affirmed the long-term credit ratings to 'A' and short-term credit ratings to 'A1'.
The outlook of the long-term ratings is stable.
The financial statements for the year ended on 31st March, 2023 has been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to
time and all other applicable provisions for time being in force. The Notes to the
Financial Statements adequately cover the Standalone Audited Statements and form an
integral part of this Report.
5. EXPORTS
The export business had been sluggish during the year under review due to overall
slowdown in global markets.
Exports for the year ended on 31st March, 2023 were at ' 4293.84 Lacs as
compared to ' 4701.89 Lacs for the previous year showing moderate decrease by
8.68%.
V /
6. PUBLIC DEPOSITS
Your Company has not accepted any Deposits falling under the meaning as per the
provisions of Section 73 of the Companies Act,
2013 read with the Rules framed there under during the financial year 2022-23.
7. INSURANCE
Taking into consideration the multiple risks from riot, fire, earthquake, terrorism,
in-transit damage and other risks considered by the management, your company's assets are
adequately insured.
8. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Structure and Developments:
According to IMF, global growth is projected to decrease to 2.9% on the back of high
and persistent inflation, elevated financial and geopolitical uncertainties. The pace of
growth of Indian economy declined to 6.8% in the year 2022-23 amidst slowing global
economy led by rising interest rates to bring down high inflation.
The Indian Engineering sector witnessed positive growth momentum on the back of
increased government spending in core segments such as power, railways and infrastructure
development as well as private sector investments in cement, steel, etc. However, the
industry faced challenges in the form of higher commodity and fuel cost on the back of
Russia-Ukraine conflict which disrupted supply chain in the global market. Nevertheless,
the Engineering sector remained resilient despite these shocks due to supportive
government policies such as increased focus on indigenization, corporate tax rate cut,
etc. along with increased capex outlay. Capacity creation in sectors such as
infrastructure, oil & gas, power, mining, pharma, steel, refinery, consumer durables
etc., is driving growth of the Engineering industry. Capacity creation in the
manufacturing sector along with technological improvement in manufacturing processes,
diversification by global players away from China and supportive regulatory policies works
for the growth of the industry.
The company's drive towards excellence continues persistently towards bringing
innovative and various product offerings for the customers at the competitive prices.
Engineering Business:
The Engineering segment of the company continues to deliver robust performance. During
the year under review, orders received by the company required different product mix which
were exceptionally executed has given excellent results.
We also have executed prestigious orders for supply of Vacuum systems for critical
applications from refineries across India.
The company continued to identify new growth avenues to augment capacity utilization.
We strive to apply strategic initiatives in technological upgradation in our production
which has proven to provide us with the best designed products having worldwide
recognition.
As mentioned earlier, Beta trials of the highly effective anti-scale / hardness removal
systems indigenously developed by us are almost over and results obtain from the
application are satisfactory. Therefore, commercial launching is expected during the
current financial year. We expect a good order from all segment of the processed
industries.
Food Business:
The year under review was characterized by higher turnover for our food division but
marginally lower profit margins. This outcome was primarily due to increased capital
expenditures aimed at expanding our production capacity and enhancing our product
offerings. While the division faced short-term profitability challenges, the strategic
investments made during the year have positioned us for long-term growth and improved
financial performance. The benefits of increased capacity as our order book has grown and
our production and dispatch cycles have been streamlined to meet increased demand.
The Food Division has achieved an increase in turnover during the year under review and
this growth can be attributed to several key factors:
Expanded Product Line: The division successfully launched new product lines, catering
to evolving consumer preferences and market trends. These additions not only attracted new
customers but also increased the average spending of existing customers. This expansion
was both in additional flavours / variants in our existing lines and completely new
product lines.
Specialized recruitment: We have carefully added to our workforce to build a team of
efficient, experienced and skilled staff for each production line, to increase the quality
of our output and optimize production efficiency. We have also had an added focus on
improving process productivity by managing input, inventory control and reducing waste.
Improved marketing strategies: We have invested in optimizing our distribution network
while trying to keep costs low, ensuring our products reach a wider customer base. By
partnering with new distributors and expanding our retail presence, we were able to
penetrate previously untapped markets, resulting in increased sales. We have increased our
online presence and run several marketing and promotional campaigns on our E-commerce
websites- these initiatives contributed to heightened consumer awareness, improved brand
perception, and ultimately, higher sales volumes.
The increased capex was driven by our strategic focus on expanding production capacity
and enhancing operational efficiencies. Key factors contributing to these capital
investments include:
Production Capacity Expansion: Our capacity expansion had been long-planned and the new
investments allowed us to meet the increasing customer demand and cater to new market
segments. The associated costs and the initial ramp-up expanses impacted our profitability
in the short term.
V /
The strategic investments made by the Food Division have positioned us for long-term
success. With expanded production capacity, a diversified product portfolio, and enhanced
operational efficiencies, we are well-equipped to capitalize on future market
opportunities. Furthermore, the increased turnover achieved during the year lays a strong
foundation for sustained revenue growth in the coming years.
(b) Opportunities & threats:
Our future growth strategy is based on several initiatives. We are pursuing improvement
in our machineries, improving our design modules, upgradation of use of information
technology and product design improvements through various in-house research.
The growth in demand of our products is clearly visible, with more markets opening up
for engineering sector, capacity addition in manufacturing of food products and, the
overall food industry and engineering markets are expected to remain healthy in 2023.
Despite the aforementioned growth initiatives, we acknowledge the existence of certain
market challenges, including volatility in material prices and the availability of
high-quality steel. We also anticipate headwinds in downstream segments, such as the
domestic and Exports markets may remain moderate for some more time. Furthermore, we
anticipate that changes in trade policies and fluctuations in foreign exchange rates may
impact the competitive position in the global market.
(c) Segment-wise Performance:
Your company has divided its business in two segments i.e., Engineering Division and
Food division.
The company reported robust performance in the financial year 2022-23. During the year
under review, the turnover of engineering business has increased by 18% and profits for
the engineering division showed a significant hike of 25% compared to the previous
financial year.
The food division has shown a slight increase in turnover by 6% and reduction in
profits by 16% compared to the previous financial year mainly due to transition of
production facility.
(d) Outlook:
The financial year 2023-24 began with the anticipation that runaway inflation,
aggressive policy rate hikes, and high commodity prices might topple a few major economies
into recession in 2023. However, the probability of a recession this year has trimmed.
Labor markets in several advanced countries remain tight, while the largest economy, the
United States, is seeing a rebound in consumer confidence and spending. Risk spreads are
declining on both sides of the Atlantic after the recent banking crisis in the United
States.
India, meanwhile, sees its economic activity gaining momentum amid continuing global
uncertainties. The recently released Annual Economic Review for the month of May 2023
highlighted that the post-pandemic quarterly trajectories of consumption and investment
have crossed pre-pandemic levels.
Growth in India is projected at 6.1% in 2023, reflecting momentum from
stronger-than-expected growth as a result of stronger domestic investment.
The outlook of the company appears strong due to a healthy order book value.
(e) Risk and concerns:
The company could be susceptible to strategy, innovation and business or product
portfolio related risks if there is any significant and unfavorable shift in industry
trends, customer preferences and change in commodity prices of Raw materials.
Pricing risks are their while quoting with lesser margins to obtain orders matching the
prices of competition, leading to pressure on margins during execution. Such risks are
averted by fixing minimum margins to be targeted and approval process for additional
discounts, based on commercial justification and ensuring margin through back-to-back
contracts wherever possible and with consent of client.
Process linkages right from obtaining orders to handing over to Client by planning
effectively, timely deployment of resources, adherence to budgets and timelines. In the
absence of proper linkage in this regard, actual cost and timelines may vary adversely.
Risks emanating from changes in the global markets such as the recent financial
meltdown, regulatory or political changes and alterations in the competitive landscape
could affect the Company's operations and outlook. Any adverse movements in economic
cycles in the Company's target markets could have a negative impact on the Company's
performance. This risk is mitigated to some extent due to the Company's presence in
multiple and diverse markets.
We have institutionalized robust systems and processes, along with appropriate review
mechanisms to actively identify, monitor, manage and mitigate these risks.
(f) Internal control systems, its adequacy and risk management:
Your Company maintains effectively and efficiently laid down policies, guidelines and
procedures keeping in mind the nature, size and intricacy of Company's business
objectives. The Company positively ensures strict adherence to various procedures, laws,
rules and statutes. Internal Control Systems are implemented:
• To safeguard the Company's assets from loss or damage.
• To keep constant check on cost structure.
• To provide adequate financial and accounting controls and implement accounting
standards.
The Audit Committee reviews the adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit recommendations. During the
year, the Company has taken steps to review and document the adequacy and operating
effectiveness of internal controls. Nonetheless, your Company recognizes that any internal
control framework, no matter how well designed, has inherent limitations and accordingly,
regular audits and review processes ensure that such systems are reinforced on an ongoing
basis.
The Company ensures the periodical Internal Audit is conducted by an independent
auditor, whose report is submitted to the Audit Committee and Board of Directors for
consideration. During the financial year 2022-23, no significant deficiencies/ material
weaknesses that might impact financial statements have been reported by the Internal
Auditor as at the Balance Sheet date.
(g) Financial performance including Financial Ratios with respect to operational
performance:
The discussion covers the financial results and other developments during the year
under review in respect of the company's published result prepared as per Indian
Accounting Standards (IND AS). Highlights below are given only for comparison.
Financial Highlights for operating performance of financial year 2022-23: (' in Lacs)
Particulars |
2022-23 |
2021-22 |
Total Income |
19385.80 |
16818.18 |
EBITDA |
3950.47 |
3073.82 |
PBT |
3572.23 |
2764.96 |
PAT |
2662.64 |
2124.40 |
Financial Ratios pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015:
Ratios |
2022-23 |
2021-22 |
(a) Current Ratio |
4.25 |
4.47 |
(b) Debt-Equity Ratio |
- |
- |
(c) Debt Service Coverage Ratio" |
172.43 |
21.48 |
(d) Return on Equity (ROE) ratio (%) |
15.22 |
13.64 |
(e) Inventory Turnover Ratio |
4.38 |
5.20 |
(f) Trade Receivables Turnover Ratio |
4.89 |
4.51 |
(g) Trade Payables Turnover Ratio |
6.80 |
6.53 |
(h) Net Capital Turnover Ratio |
1.73 |
1.88 |
(i) Net Profit Ratio (%) |
13.90 |
12.88 |
(j) Return on Capital Employed (%) |
18.89 |
16.66 |
(k) Return on Investment (%) |
4.46 |
5.53 |
"There is an increase in the Debt Service Coverage Ratio primarily on account of
No borrowings during the year.
(h) Details of change in Return on Net Worth as compared to the previous financial
year:
The Net Worth of the company stood at ' 16402.80 Lacs for the previous financial
year as compared to ' 18590.24 Lacs for the year 2022-23, whereas Return on Net
Worth for the Year 2022-23 was 14.32% as compared to 12.95% for the previous financial
year, 2021-22.
(i) Material developments in Human Resources, Industrial Relations, and Health, Safety
& Environment:
The company believes that the human capital is the key contributor for the business
growth and competitiveness. This includes not only the employees of the Company, but the
skilled labour engaged at our factory units and through subcontracting.
The number of employees as on 31st March, 2023 was 221 against 210 employees on the pay
roll of the company during the previous financial year.
The company has during the year under review maintain excellent industrial relations at
all levels. This has ensured that we have a committed and dedicated workforce with a high
level of fervor.
Your company's manufacturing facility at all five units and corporate office are ISO
9001:2015 & 14001:2015, and 45001:2018 certified.
9. EMPLOYEE STOCK OPTION
Your company has not issued any Stock Option to their employees.
10. SUBSIDIARIES AND JOINT VENTURES
There are no subsidiaries or joint ventures of your company.
11. DIRECTORS
As on 31st March, 2023, the Company has eight Directors comprising of two Whole-Time
Directors and six Non-Executive Directors out of which three are Independent Directors.
There are three women directors, out of total eight directors.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the company, Mrs. Sheila Mody (DIN: 00496561) and Mr. Samuel W.
Croll-III (DIN: 01407244), Directors retires by rotation at the forthcoming Annual General
Meeting and being eligible offers themselves for re-appointment. The Board recommends
their re-appointment for the consideration of the Members of the company at the
forthcoming Annual General Meeting.
A resolution seeking shareholders' approval for their re-appointment along with other
required details forms part of the Notice.
In pursuance to the provisions of Regulation 17(1A) of the Listing Regulations, for the
continuation of Directorship of NonExecutive Director of the company after attaining the
age of 75 years during the tenure of directorship, the consent of members through special
resolution is required for Mr. Samuel W. Croll-III (DIN: 01407244) Non-Executive
Non-Independent Director who is going to attain the age of 75 Years during his tenure of
directorship.
Pursuant to the provisions of Regulation 36 of the Listing Regulations and Secretarial
Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed
to be appointed / re-appointed are provided as an annexure to the notice convening the
Annual General Meeting.
All the directors of the company had confirmed that they are not disqualified under the
provisions of the Section 164 of the Companies Act, 2013.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of
the SEBI Listing Regulations read with Regulation 25 of the Listing Regulations and have
complied with the Code prescribed in Schedule IV to the Act. All Independent Directors of
your company are registered with IICA. There has been no change in the circumstances
affecting their status as independent directors of the Company during the year under
review.
12. KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule
8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
following persons act as Key Managerial Personnel of the company during the year under
review;
a. Mr. Percy Avari, Whole-Time Director (DIN:00499114)
b. Mrs. Shanaya Mody Khatua, Whole-Time Director (DIN: 01241585)
c. Mr. Cyrus Bhagwagar, Chief Financial Officer
d. Mr. Nishith Kayasth, Company Secretary
During the year under review, there are no change in the Key Managerial Personnel of
the company.
13. NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board of Directors met for four (4) times, as
prescribed under the Companies Act, 2013 and Listing Regulations. The relevant details,
including composition of the Board, dates of meetings, attendance and various committees
of the Board are given in the Corporate Governance Report forming part of this report.
14. 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 and SEBI
Listing Regulations. Further, the Nomination & Remuneration Committee has carried out
the performance evaluation of Senior Management including the Company Secretary and Chief
Financial Officer of the company.
Performance of Non-Independent directors, the Board as a whole and Chairman of the
Company was evaluated, taking into account the views of executive directors and
non-executive directors. The manner in which the evaluation was carried out has been
explained in the Corporate Governance Report forming part of this report.
The Board of Directors expressed their satisfaction with the evaluation process.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, your Directors hereby confirm the
following:
(i) In the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
(ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at 31st March, 2023 and of the profit
of the company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
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 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.
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The requisite details as required by Section 178(3) & (4) of the Companies Act,
2013 and as per the requirement of Listing Regulations is given in the Corporate
Governance Report forming part of this report.
The policy of the company on Directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013, is available on the website, i.e., https://www.mazdalimited.com/Remuneration-Nomination-
policy MazdaLimited.pdf
17. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return is
available on the website of the company i.e., on https:/
/www.mazdalimited.com/investor-relation.html
18. AUDIT COMMITTEE
The Audit Committee of the Board consists of three Directors viz. Mr. Mohib Khericha,
Mrs. Sheila Mody and Mr. Saurin Palkhiwala. Two of them are Independent Directors. The
composition, role, terms of reference and powers of the Audit Committee are in accordance
with the provisions of Regulation 18 of LODR and Section 177 of the Act and Rules framed
thereunder. The details of related party transactions are placed before the Audit
Committee for periodical review of the same. The Company has in place a Vigil Mechanism,
details of which are available on the Company's website.
The details pertaining to composition of audit committee, their attendance is included
in the Corporate Governance Report, which forms part of this report.
During the year under review, the Board has accepted all the recommendations made by
the Audit Committee.
19. SHARE CAPITAL
The share capital of the company as on date of the report is ' 4,00,50,000/-
consisting of 40,05,000 equity shares of ' 10.00 each.
20. TRANSFER TO RESERVES
The company has not transferred any amount to the General Reserve for the financial
year ended 31st March, 2023.
21. CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there were no changes in the nature of business carried
out by the company. The company has not changed the class of business in which the company
has an interest.
22. REPORTING OF FRAUD BY STATUTORY AUDITORS
There was no instance of fraud during the year under review, which required the
Statutory Auditor to report to the Audit Committee and / or Board under section 143 (12)
of the Companies Act, 2013.
23. AUDITORS AND AUDITORS' REPORT
• Statutory Auditor
At the 32nd Annual General Meeting held on 28th September, 2022, the members approved
re-appointment of M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad
(Registration No. 106109W) as Statutory Auditors of the Company to hold office for a
period of five years from the conclusion of 32nd AGM up to the conclusion of 37th AGM to
be held in the year 2027.
The Board has taken note and M/s Mayank Shah & Associates, Chartered Accountants,
have confirmed their eligibility under section 141 of the Companies Act, 2013 and the
Rules framed thereunder as Statutory Auditors of the company.
As required under Listing Regulations, the Auditors have also confirmed that they hold
a valid certificate issued by the peer review Board of the Institute of Chartered
Accountants of India.
There are no qualifications, reservations or adverse remarks or disclaimers made by the
auditors in their report on the financial statements of the company for the financial year
ended 31st March, 2023. The notes on the Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any comments or explanations.
• Secretarial Auditor
Pursuant to requirement of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s Rutul Shukla & Associates, Practicing Company Secretaries (COP: 7470),
to undertake the Secretarial Audit and to provide Annual Secretarial Compliance Report of
the company for the financial year 2022-23. Secretarial Audit Report is given by M/s Rutul
Shukla & Associates, Practicing Company Secretaries and is attached herewith as
Annexure-A.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
• Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments
thereof) the cost audit records maintained by the company in respect of its manufacturing
of other Engineering Goods activity is required to be audited.
As per the requirement of Section 148(3) of the Companies Act read with the Companies
(Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the
recommendation of the Audit Committee, appointed V. H. Shah & Co., Cost Accountant,
Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the
financial year 2022-23. As required under the Act, necessary resolution seeking members'
ratification for the remuneration payable to V. H. Shah & Co., is forming part of the
notice convening 33rd Annual General Meeting of the company.
The Cost Audit Report for the financial year 2022-23 will be submitted to the Central
Government in the prescribed format.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
Particulars of loans and guarantees given and the investments made by the company as at
31st March, 2023 form part of the Notes to the financial statements provided in this
integrated Annual Report.
During the financial year under review, the company has made investments in schemes of
various mutual and debt funds. The market value of investments as at 31st March, 2023 was '
4325.94 Lacs.
25. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
company has formulated a Policy on Related Party Transactions which is available on
company's website at https://www.mazdalimited.com/Related-Party- Transaction Policy
MazdaLimited.pdf.
This Policy deals with the review and approval of related party transactions. The Board
of Directors of the company has approved the criteria for giving the omnibus approval by
the Audit Committee within the overall framework of the Policy on Related Party
Transactions.
All contracts or arrangements entered into by the company with its related parties
during the year under review were in accordance with the provisions of the Companies Act,
2013 and the Listing Regulations. All such contracts or arrangements, which were approved
by the Audit Committee, were in the ordinary course of business and on arm's length basis.
No material contracts or arrangements with related parties were entered into during the
year under review. Accordingly, the disclosure of Related Party Transactions as required
in terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 in Form AOC -2 is not applicable to your company.
The related party disclosures as specified in Para A of Schedule V read with Regulation
34(3) of the Listing Regulations are given in the Financial Statements.
26. STATE OF AFFAIRS OF THE COMPANY
The state of affairs of the company are mentioned in the Management Discussion and
Analysis Report.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments, affecting the financial position
of the company, which have occurred between the end of the financial year of the company
and the date of this report, except as disclosed elsewhere in the report.
28. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy and technology absorption, as
required to be disclosed in terms of Section 134 of the Act, read with the Companies
(Accounts) Rules, 2014, is attached as Annexure - B.
29. MITIGATION OF RISK
Your company has been addressing various risks impacting the company which is provided
in Management Discussion and Analysis Report. However, as per the Listing Regulation
constitution of Risk Management Committee for enforcing Risk Management Policy is not
applicable to the company.
30. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
In accordance with the provisions of Section 135 of the Companies Act, 2013 and
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 your company has
amended the policy as per the recommendation of the CSR Committee with the approval of the
Board. The CSR policy is available on the website of the company at https://www.mazdalimited.com/
CSR-Policy MazdaLimited.pdf.
The composition of the Committee and other details are provided in Corporate Governance
Report.
The company has implemented various CSR activities through implementing agencies and
the activities undertaken by the company are in accordance with the Schedule VII of the
Companies Act, 2013. The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in
Annexure-C.
31. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
The Board of Directors on the recommendations of the Nomination and Remuneration
Committee (NRC), has framed a Policy on selection and appointment of Director(s), Senior
Management Personnel and their remuneration. The salient features of Remuneration Policy
is stated in the Corporate Governance Report and the policy is available on the website of
the company
i.e. https://www.mazdalimited.com/Remuneration-Nomination-policy MazdaLimited.pdf.
The statement of disclosure of Remuneration under Section 197(12) of the Companies Act,
2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure - D to this Report.
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
Statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report in Annexure- D to this Report.
32. REPORT ON CORPORATE GOVERNANCE
The Board of Directors reaffirm their continued commitment to good corporate governance
practices. During the year under review, the company has complied with the provisions
relating to corporate governance as provided under the Listing
Regulations. The compliance report together with a certificate from the Secretarial
Auditor confirming the compliance is forming part of the Report on Corporate Governance,
which forms part of the Annual Report.
33. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY'S OPERATIONS
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
34. INTERNAL FINANCIAL CONTROL SYSTEM
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors 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 FY 2022-23.
35. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace. A detailed
POSH Policy is in place as per the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The company
has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year under review, there were no cases filed pursuant to the said
Act.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings' respectively, have been duly complied by your
Company during the financial year under review.
37. VIGIL MECHANISM / WHISLTE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of SeBi Listing Regulations, the Board has framed a 'Whistle Blower Policy
and Vigil Mechanism'.
The Company believes in the conduct of the matters in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical
behavior.
The Policy has been framed with a view to provide a mechanism, inter alia, enabling
stakeholders including Directors, individual employees of the Company and their
representative bodies to freely communicate their concerns about illegal or unethical
practices and to report genuine concerns or grievances as also to report to the management
concerns about unethical behavior, actual or suspected fraud or violation of the Company's
Code of Conduct.
The policy can be accessed on the company's website at https://www.mazdalimited.com/Vigil-Mechanism-
policy MazdaLimited.pdf.
During the year, no person has been declined access to the Audit Committee, wherever
desired.
38. ESOP
The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
39. INSOLVENCY AND BANKRUPTCY CODE, 2016
There is no Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016.
40. APPRECIATION
Your Directors are thankful to all valuable Stakeholders, including the Central and
State Government Authorities, Stock Exchanges, Financial Institutions, Analysts, Advisors,
Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors
forming part of the company for their faith, trust and confidence reposed in the company.
Your directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees to ensure that the company
continues to grow and excel in future.
41. CAUTIONARY NOTE
Statements in the "Management Discussion and Analysis" describing the
Company's objectives, expectations or predictions are as perceived currently. Actual
results may differ materially from those expressed in this statement. Important factors
that could influence the company's operations include supply and demand conditions
affecting selling prices of finished goods, input prices, changes in government
regulations, tax laws, economic developments within the country and other factors such as
litigation and industrial relations.
For and on behalf of the Board,
Place : Ahmedabad Date : 25/05/2023
Sd/-
Mohib Khericha Chairman (DIN: 00010365)
Sd/-
Percy Avari Whole Time Director (DIN: 00499114)
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