To,
The Members,
Your Company's Directors have pleasure in presenting their 31st Annual
Report on the business and operations of the Company and the Audited Accounts for the
Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Your Company has prepared the Financial Statements for the financial year ended March
31, 2023 under Section 133 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 and has recast the Financial Statements relating to the previous financial
year ended March 31, 2022 in order to make them comparable.
(Amount in Lakhs)
Financial Results |
|
|
Particulars |
Year ended |
Year ended |
|
31-03-2023 |
31-03-2022 |
Total Income |
706.67 |
2682.63 |
Total Expenditure |
646.84 |
2538.28 |
Profit (Loss) before tax |
59.83 |
144.35 |
Less: Tax Expenses |
|
|
Current Tax |
|
|
Deferred Tax |
21.63 |
28.63 |
Net Profit (Loss) for the year |
38.20 |
115.72 |
2. PERFORMANCE:
Revenue from Operations of the Company had decreased from 2682.63 Lakhs to 706.67 Lakhs
as compared to previous year. The Board of Directors of the Company is continuously making
efforts to augment the revenue and to boost the intensification of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
The Board of Directors does not recommend declaration of dividend during the financial
year 2022-23. The profit amounting to 38.20 Lakhs is being transferred to Reserves during
the financial year.
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares with face value of
Re. 1/- each. The authorized share capital of the company is Rs. 16,50,00,000/- (Rupees
Sixteen Crore Fifty lakhs) divided into 16,50,00,000 (Sixteen Crore Fifty lakhs) equity
shares of Re. 1/- (Rupee One) each. The paid up share capital of the company is Rs.
10,03,46,990/- (Rupees Ten Crore Three lakhs Forty Six Thousand Nine Hundred Ninety)
divided into 10,03,46,990 (Ten Crore Three lakhs Forty Six Thousand Nine Hundred Ninety)
equity shares of Re. 1/- (Rupees Ten) each.
The Company had Sub-Division/ Split of Equity Shares of the Company from One Equity
Share of Rs.10/- each into Ten Equity Shares of Re. 1/- each with effect from 11/08/2023.
5. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review, several energy conservation initiatives were adopted
and were taken by the Company. There are no plans to import any kind of technology for the
project and hence information regarding its absorption is not applicable. There was no
research activities carried out during the year. In compliance with the provisions of
Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, a statement containing information on conservation of energy, technology
absorption, foreign exchange earnings and outgo of the Company, in the prescribed format,
is annexed to this Board's Report and marked as ANNEXURE - I.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year on March 31, 2023 till date, there has been
no material change and / or commitment which may affect the financial position of the
Company. Further, it is hereby confirmed that there had been no change in the nature of
business of the Company in the financial year 2022-23.
8. SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS:
During the year under review, there were no significant material orders passed by the
Regulators / Courts and no litigation was outstanding as on March 31, 2023, which would
impact the going concern status and future operations of your Company.
9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary/Joint Ventures/Associate Companies.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantee and Investments, if any, covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
11. MEETING OF BOARD OF DIRECTORS:
Your Company's Board is duly constituted which is in compliance with the requirements
of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of
Association of the Company. Your Board has been constituted with requisite diversity,
wisdom and experience commensurate to the scale of operations of your Company.
Board meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated well
in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
During the year under the review, 5 (Five) Board meetings were held, with gap between
Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made
thereunder.
Sr. No. Date of Board Meeting held during the year |
Name & Category of Directors attended the Meeting |
|
Managing Director |
Non Executive Director |
Independent Director |
Independent Director |
1. 26/05/2022 |
Swetank Patel |
Hina Patel |
Jayesh Pandya |
Vijay Thaker |
2. 08/08/2022 |
Swetank Patel |
Hina Patel |
Jayesh Pandya |
Vijay Thaker |
3. 26/08/2022 |
Swetank Patel |
Hina Patel |
Jayesh Pandya |
Vijay Thaker |
4. 14/11/2022 |
Swetank Patel |
Hina Patel |
Jayesh Pandya |
Vijay Thaker |
5. 13/02/2023 |
Swetank Patel |
Hina Patel |
Jayesh Pandya |
Vijay Thaker |
12. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at the web link:
https://menamani.in/.
13. INSURANCE:
All the Properties of the Company are adequately insured.
14. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions entered between the
Company, Directors, management, or their relatives.
All the contracts/arrangements/transactions entered in to by the Company with the
related parties during the financial year 2021-22 were in the ordinary course of business
and on an arm's length basis as disclosed in the financial statements.
Accordingly, particulars of contracts or arrangements with related parties referred to
as disclosed in the financial statements in section 188(1) in form AOC-2 is not provided.
The Company has formulated a policy on "Materiality of Related Party
Transactions" and the same is on the Company's website at https://menamani.in/.
The details of related party disclosure form a part of the notes to the financial
statements provided in the annual report.
15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive
directors including Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Swetank Madhuvir Patel (DIN: 00116551) retires
by rotation at the ensuing Annual General Meeting and being eligible in terms of Section
164 of the Act offers himself for re-appointment.
The Company had, pursuant to the provisions of Regulation 17(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 entered into with Stock
Exchanges, Mr. Jayesh Jayantilal Pandya (DIN: 02030546), Mr. Vijay Thaker (DIN: 08847994),
as an Independent Directors of the Company.
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Swetank
M. Patel (Managing Director), Mr. Dinesh Bhanarkar (Chief Financial Officer) and Ms.
Twinkle Chheda (Company Secretary) under Key Managerial Personnel of the Company.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of the Listing Regulations. The Board of Directors confirms that, in their
opinion, the independent directors fulfil all the conditions specified in 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and are independent of the management.
Appointments:
No fresh appointment of any Director or KMP was done during the year 2022-23.
Resignations:
Ms. Twinkle Chheda resigned from the post of Company Secretary w.e.f. 2nd
February, 2023.
Apart from this, no resignation from any Director or KMP was received during the year
22-23.
16. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, and Companies Act, 2013, the
Board had carried out an annual performance evaluation of its own, the Board Committees
and of the Independent directors. Independent Directors at a separate meeting evaluated
performance of the Non-Independent Directors, Board as a whole and of the Chairman of the
Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has framed the policy on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for remuneration of Directors,
Key managerial Personnel and senior management.
18. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees to
Non-Executive Directors for attending any meetings during the financial year ended 31st
March, 2023.
19. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on 24th
March, 2023.
20. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board as enumerated hereunder:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a
part of this Annual Report.
21. AUDITORS:
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013 read with
provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. GMCA &
Co., Chartered Accountants, Ahmedabad (Firm Registration No.109850W) was appointed as
Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the
conclusion of Annual General Meeting in the year 2017 till the conclusion of the Annual
General Meeting to be held in the year 2022.
M/s. GMCA & Co., Chartered Accountants, Ahmedabad had tendered resignation as
Auditor of the Company with effect from 31st December 2022.
The Board of Directors of the Company in its meeting held on 28th January
2023 had appointed M/s. N. S. Nanavati & Co, Chartered Accountants, Veraval (Firm
Registration No. 134235W) as Statutory Auditor of the Company
The business of appointment of M/s. N. S. Nanavati & Co, Chartered Accountants,
Veraval (Firm Registration No. 134235W) as Statutory Auditor of the Company for a first
term of 5 (five) consecutive years, to hold office from the conclusion of the Annual
General Meeting (AGM) to be held in the year 2023 till the conclusion of the Annual
General Meeting to be held in the year 2027, is placed before the members for their
approval.
The Report given by the appointed M/s. N. S. Nanavati & Co, Chartered Accountants,
Veraval (Firm Registration No. 134235W), Auditors on the financial statements for March
31, 2023 of the Company is part of the Annual Report. The notes to the accounts referred
to in the Auditors' Report are self-explanatory and therefore do not call for any further
comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Chintan K. Patel, Practicing Company Secretaries, Ahmedabad to
conduct the Secretarial Audit of the Company for the financial year 2021-22 and to submit
Secretarial Audit Report in Form No. MR-3 is self-explanatory and therefore do not call
for any further comments.
The Secretarial Audit Report is annexed herewith as Annexure III are
self-explanatory and therefore do not call for any further comments.
During the year under review, the Company has generally complied with all the
applicable provisions of the Secretarial Standards.
22. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System,
appropriate with the size, scale and intricacy of its operations. To maintain its
objectivity and independence, the Internal Auditors report to the Audit Committee of the
Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal
control system, its compliance with operating systems, accounting procedures and policies
in the Company. Based on the report of internal audit function, process owners undertake
counteractive action in their respective areas and thereby further strengthen the
controls. Significant audit observations and corrective actions thereon are presented to
the Audit Committee from time to time. The Company has in place adequate internal
financial controls proportionate with the size and scale of the operations of the Company.
During the period under review, such controls were tested and no reportable material
weakness in the design or operations were observed. The Board has also put in place
requisite legal compliance framework to ensure compliance of all the applicable laws and
that such systems are adequate and operating effectively.
23. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which it
reviews and assesses significant risks on a regular basis to help ensure that there is a
robust system of risk controls and mitigation in place. Senior management periodically
reviews this risk management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Currency fluctuation,
Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply,
Litigation, Technological Changes and new capital investments return. The management is
however, of the view that none of the above risks may threaten the existence of the
Company as robust risk mitigation mechanism is put in place to ensure that there is nil or
minimum impact on the Company in case any of these risks materialize.
24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
constituted a Whistle Blower Policy/Vigil Mechanism to establish a vigil mechanism for the
directors and employees to report genuine concerns in such manner as may be prescribed and
to report to the management instances of unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct. For this purpose, your Board adopted a Whistle
Blower Policy which has been uploaded on the website of the Company at
https://menamani.in/.
25. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Company has adopted and amended
its Code of Conduct for Prevention of Insider Trading w.e.f. April 1, 2019 pursuant to
Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018. The Company has also adopted a Policy and Procedure for Inquiry in case
of Leak of Unpublished Price Sensitive Information. The Board is responsible for
implementation of the Code of conduct for prevention of insider trading pursuant to SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2018. All Board Directors and
the designated employees have confirmed compliance with the Code.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 and to
the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had
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 at the end of the financial year 31st
March, 2023 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had 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 had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
27. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is
given as a part of the Annual Report. The Company is in full compliance with the
requirements and disclosures that have to be made in this regard. The Company Secretary's
Certificate of the compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance. Report on Corporate Governance is given
elsewhere in this Annual Report, herewith attached as Annexure IV.
28. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Practicing Company Secretary regarding compliance
of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report on
Corporate Governance, attached herewith as Annexure V.
29. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under. The
Company is committed to provide a safe and secure environment to its women employees
across its functions and other women stakeholders, as they are considered as integral and
important part of the Organization. The Company has assigned the responsibilities to
Audit Committee. During the year, no complaint with allegations of sexual harassment
was filed with the Company.
30. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a Net
Worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a
net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present,
the Company is not required to constitute a CSR Committee in this regards as none of the
above referred limits have been triggered.
31. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming part
of the Annual Report.
32. ACKNOWLEDGEMENT:
Your Board acknowledges and appreciates the relentless efforts of the employees,
workmen and staff including the management team at all levels in ensuring sustained growth
of the Company.
Your Board wishes to place on record its deep appreciation of the Independent Directors
and the Non-Executive Directors of the Company for their immense contribution by way of
strategic guidance, sharing of knowledge, experience and wisdom, which help the Company to
take right decisions in achieving its business goals.
Your Board is indebted for the unstinted support and trust reposed by the Members and
also remains thankful for their ongoing support and guidance.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, redistribution stockiests, retailers,
business partners and others associated with the Company as its trading partners. Your
Company looks upon them as partners in its progress and has shared with them the rewards
of growth. It will be your Company's Endeavour to build and nurture strong links with the
trade based on mutuality of benefits, respect for and co-operation with each other,
consistent with consumer interests.
Your Directors also sincerely thank to all the stakeholders, customers, vendors,
bankers, business associates, government, other statutory bodies and look forward to their
continued assistance, co-operation and support.
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