THE MEMBERS OF M.K.EXIM (INDIA) LIMITED
Your Directors have pleasure in presenting their 30th Annual Report and theaudited financial statements for the financial year ended 31st
STANDALONE FINANCIAL RESULTS
The financial results of the Company during the year under review are summarized asunder:
(Rs. In Lakhs)
|Particulars ||Year ended 31.03.22 ||Year ended 31.03.21 |
|Income from operations ||7424.92 ||5531.42 |
|Profit before interest depreciation and taxation ||1846.43 ||1136.65 |
|Finance cost ||34.16 ||24.62 |
|Depreciation ||28.69 ||23.64 |
|Profit before tax ||1783.58 ||1088.39 |
|Taxation ||459.02 ||280.82 |
|Profit after tax ||1324.56 ||807.57 |
|Balance brought forward from previous year ||2029.04 ||1221.47 |
|Less Dividend || || |
|Less Transfer to General Reserve ||3300.00 || |
|Disposable surplus available after adjustments ||53.60 ||2029.04 |
|Balance carried to balance sheet ||53.60 ||2029.04 |
The highlights of the Company's performance are as under:
The income during the financialyear ended 31st March 2022 is Rs. 7424.92 lakhs comparedto Rs. 5531.42 lakhs an increase of about
34%. The Company's division of distributorship of cosmetics (FMCG) products contributeda revenue Rs. 5215.27 lakhs during the year. The profit after tax is Rs. 1324.56 lakhs forthe year under report compared to Rs. 807.57 lakhs for the financial year ended 31st
March 2021 an increase of about 64%. The sales by way of exports are Rs. 2103.01 lakhsduring the year ended 31st March 2022 compared to Rs. 2063.55 lakhs in the previous year.Export sales constitute about 28% of the total revenue during the year.
CHANGE IN NATURE OF BUSINESS IF ANY
The Company is engaged in business of export of fabrics and Distributorship ofCosmetics (FMCG) products consisting of personal care and personal hygiene products ofinternationally reputed brands pan India. During the reporting period 2021-22 there is nochange or addition of in nature of business of the company.
DIVIDEND DISTRIBUTION & TRANSFER TO RESERVES:
With a view to conserve the resources for the business of the Company the Directors donot recommend dividend for the financial year ended 31st March 2022. Further due touncertain conditions in global and domestic economy arising out of COVID-19 pandemic thedirectors thought it prudential to conserve the resources of the Company.
The Board of Directors has decided to transfer an amount of Rs. 13.00 crores to betransferred to General Reserve out of the profit of F.Y 2021-22. Further the companytransferred an amount of Rs. 20 crores from reserve and surplus to general reserve duringfinancial year 2021-22 for the purpose of issue of bonus shares
The paid up equity share capital of the Company as at 31st March 2022 Rs. 2691.15lakhs. During the year under review the Company has issued 17941000 bonus equityshares. With the issue of bonus shares the paid up capital has increased from Rs.
897.05 Lakhs at the beginning of the financial year to Rs. 2691.15 lakhs at the end ofthe financial year. During the year under review the Company has not issued shares withdifferential voting rights nor has it granted any stock options or sweat equity. None ofthe directors of the Company hold instruments convertible into equity shares during thefinancial year ended 31st March 2022.
FINANCE & ACCOUNTS:
The Company prepares its financial statements in accordance with the requirements ofthe Companies Act 2013(hereinafter referred as "the Act" or "Act") andthe Generally Accepted Accounting Principles (GAPP) as applicable in India. The financialstatements have been prepared on historical cost basis in conformity with the IndianAccounting Standards ("Ind AS"). The estimates and judgments relating to thefinancial statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the financial year ended 31st March
Cash and cash equivalents as at March 31 2022 was Rs. 771.11 lakh.
The company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters under strict monitoring.
PERFORMANCE HIGHLIGHTS: (a) Share Capital
The Authorised Share Capital of the Company is 300000000/- comprising of 30000000equity shares of Rs. 10/- each. The paid-up capital of the Company is Rs. 269115000/-.
(b) Loan funds
During the year the Secured Loan of the Company was increased by 39.77% i.e. from Rs.283.45 Lakhs to Rs. 396.18 Lakhs.
During the year the turnover of the Company has increased by 34% i.e. from Rs. 5464.79Lakhs to Rs. 7318.27 Lakhs the board is making their possible efforts to improve theperformance of the company during the current financial year.
During the financial year under review the company did not accept any deposits coveredunder chapter V of the Companies Act
2013 and Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. No amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013. The detail of the investments made by company is given in the notesto the financial statements.
MATERIAL CHANGES AND COMMITMENT
There have beennomaterialchangesandcommitmentsaffectingthefinancialposition of theCompany between the close of the year till the date of this report. There has been nochange which affects the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunalimpacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal controls are commensurate with its size and the nature of itsoperations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use executing transactionswith proper authorization and ensuring compliance with corporate policies. The company hasa well-defined delegation of power with authority limits for approving contracts as wellas expenditure. Processes for formulating and reviewing annual and long term businessplans have been laid down.
M/s Rishabh Agrawal & Associates the statutory auditors of the company have auditedthe financial statements included in this annual report and have issued an attestationreport on our internal control over financial reporting (as defined in section 143 ofCompanies
The internal audit is entrusted to M/s Madhur & Associates Chartered Accountants.The Audit Committee reviews the adequacy and effectiveness of the internal control systemsand suggests improvements wherever required.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year in theformat prescribed in the Companies (CSR Policy) Rules 2014 are set out in Annexure E ofthis Report. The Policy is available on Company's website at www.mkexim.com.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO: A.CONSERVATION OF ENERGY: i. The Company has committed to conserve energy improveenergy efficiency through reduction of wastage and optimum utilisation. ii. Steps takenfor utilizing alternate sources of energy: Nil iii. Capital investment on energyconservation: Nil
B. TECHNOLOGY ABSORPTION:
The Company has no technology agreement and the issue of technology absorption does notarise.
C. FOREIGN EXCHANGE EARNINGS AND OUT GO:
Foreign exchange earnings: Rs. 2097.24 lakhs
Foreign Exchange out go: NIL
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSON: DIRECTORS
Mr. Murli Wadhumal Dialani Chairman and Whole Time Director of the company retires byrotation at the ensuing Annual General Meeting and being eligible offers forreappointment.
Shri Laxmikant Ramswaroop Patodia resigned from office of Independent Director w.e.f.29.10.2021 and Shri Gaurav L patodia was appointed at the office of additional independentDirector in the Board meeting held on 13.1.2021.
Brief resume of the Directors proposed to be appointed/re-appointed the nature oftheir expertise in specific functional areas and the names of the companies in which theyhold the directorship and Chairmanship/ Membership of Board Committees etc. are providedin the Notice to Members and report on Corporate Governance forming part of this AnnualReport.
The Boards recommends to the members the resolution for re-appointment of Mr. MurliWadhumal Dialani as chairman and Whole Time Director of the company.
None of the Directors of your Company is disqualified as per provisions of Section164(2) of the Companies Act 2013. The Directors of the Company have made necessarydisclosures as required under various provisions of the Companies Act.
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the
Companies Act 2013; read with Regulations of the Listing Regulations that he/she meetsthe criteria of independence as laid out in Section 149(6) of the Companies Act 2013 andRegulations of the Listing Regulations.
There were no changes to the Key Managerial Personnel since last annual generalmeeting.
KEY MANAGERIAL PERSONNEL
The key managerial personnel of the Company are given below:
|Sr No. Name ||Designation |
|1 Shri Murli Wadhumal Dialani ||Chairman and Whole Time Director |
|2 Shri Manish Murlidhar Dialani ||Managing Director |
|3 Smt. Lajwanti M Dialani ||Whole Time Director |
|4 Shri Mahaveer Prasad Jain ||Chief Financial Officer |
|5 Smt. Prakriti Sethi ||Company Secretary |
CORPORATE GOVERNANCE REPORT:
Our corporate governance report for FY 2021-22 formscertificatefrom the Practicingpartof thisAnnual Report. The requisite
Company Secretary confirming compliance with the conditions of corporate governance asstipulated under SEBI LODR is annexed to the corporate governance report.
One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of the Chairman the Board Board committees andexecutive / non-executive / independent directors through peer evaluation excluding thedirector being evaluated.
To improve the effectiveness of the Board and its committees as well as that of eachindividual director a formal Board review is internally undertaken on an annual basis.Further theevaluationprocesswasbased affirmationreceived from the independent thedirectors that they met the independence criteria as required under the Companies Act2013 the Listing Regulations
The Board of directors expressed satisfaction of the evaluation process adopted by theCompany.
The board met 11 (Eleven) times during the financial year 2021-22. For details ofmeetings of the Board please refer to the Corporate
Governance Report which is a part of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationobtained by them your directors make the following statement in terms of section 134(3)(c) of the Companies Act 2013:
(a) That in preparation of the annual accounts for the year ended 31st March 2022 theapplicable accounting standards have been followed and that there were no materialdepartures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2022 and of the profitof the Company for the year ended on that date;
(c) That the directors have taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) That the annual accounts have been prepared on a going concern basis
(e) that proper internal financial controls were laid down and that such internalfinancial controls were adequate and effectively; and
(f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed using thefollowing link www.mkexim.com.
During the year under review all transactions entered into with related parties wereapproved by the Audit Committee of Directors. Certain transactions which were repetitivein nature were approved through omnibus route. There were material transactions of theCompany with its related parties at arm's length basis. Therefore the disclosure ofRelated Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2is annexed herewith.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
M/s Kolba Farm Fab Private Limited is the associate company
The salient features of the financial statement of the associate company are given informAOC 1 in Annexure "A".
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company are prepared in accordance withthe relevant accounting standards issued by the Institute of Chartered Accountants ofIndia and form an integral part of this report.
Pursuant to section 129(3) of the Act and the relevant rules made thereunder astatement containing salient features of the financial statement of the associate companyis given in form AOC 1 and forms an integral part of this report as Annexure"A".
The details of the familiarization programme under taken have been provided in theCorporate Governance Report.
CODE OF CONDUCT
As provided under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 I hereby declare that all the Members of theBoard and Senior Management personnel of the Company have affirmed Compliance with theCode of Conduct for Board and Senior Management Personnel oftheCompanyduringthefinancialyear ended 31st March 2022.
POLICY ON DIRECTOR'S APPOINTMENT/REMUNERATION/DETERMINING QUALIFICATIONS /POSITIVEATTRIBUTES ETC
Company has constituted Nomination and Remuneration Committee and adopted Nominationand Remuneration Policy formulated in compliance with Section 178 of the Companies Act2013 read with rules thereunder and of the SEBI (LODR) Regulations 2015. The said policyis of the company on director's appointment andremunerationincludingthecriteriafordeterminingqualification positive attributeindependence of a directors and other matters as required under sub section (3) of section178 of the companies act 2013 is available on our website athttps://www.mkexim.com/policies.html.
1. STATUTORY AUDITORS
The statutory auditors of the Company M/s Rishabh Agrawal & Associates CharteredAccountants (FRN: 018142C) were appointed as auditors of the Company in the AGM held on28.09.2019 for the period of 5 years i.e. till the 32nd AGM to be held in the year 2024.
The Auditors' Report for fiscal 2022 does not contain any qualification reservation oradverse remark. These reports are self-explanatory and do not require any commentsthereon. The Report is enclosed with the financial
The Company ishaving officeat Mumbai Maharashtra and the company has appointedM/s M S Joshi & Company branch
Chartered Accountant (FRN: 138082W) as branch auditor in its AGM dated 30.09.2020 forthe period of 5 years i.e. till the 33rd AGM to be held in the year 2025.
2. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s Anshu Parikh & associates prop. Anshu
Parikh Practicing Company Secretary to undertake the Secretarial Audit of the Companyfor the financial year ended on 31 st March 2022.
The remark contained in Secretarial Auditors' Report for F.Y 2021-22 regardingnon-registration of an independent director with Independent Director's data bank theboard hereby submits that the concerned Director Mr. Vishesh Nihalani has been made awareof all the provisions and requirements of section 150 of the companies act 2013 and rulesthereof on part of company and the Director shall take required steps to get registeredwith Independent Director's data bank in due course. Mr. Vishesh Nihalani is eligible forexemption from online proficiency self-assessment test as prescribed in rules.
Besides above remark the report is self-explanatory and do not require any commentsthereon.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under
Section 143 (12) of the Companies Act 2013 any instances of fraud committed againstthe Company by its officers or employees the details of which would need to be mentionedin the Board's report.
The company is not required to maintain cost record as specified by the CentralGovernment under section 148(1) of the Companies
Act 2013. The provisions of the Companies (Cost Records and Audit) Rules 2014 are notapplicable to the Company's operations.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from Anshu Parikh & associates prop. Anshu Parikh (Membership No.9785 CPNo.10686) Secretary to the effect that none of the Directors of the Company havebeen debarred or disqualified from being appointed or continuing as Directors of theCompany by the Board/Ministry of Corporate Affairs or any such statutory authority isattached at the end of this report
EXTRACT OF THE ANNUAL RETURN
In accordance with section 134 (3) (a) of the Companies Act 2013 the annual return ofthe company is available on our website:www. mkexim.com.
BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework which is designed to enablerisks to be identified assessed and mitigated appropriately. On the basis of riskassessment criteria of the Company has been entrusted with the responsibility to assistthe Board in (a) Overseeing and approving the Company's enterprise wide risk managementframework; and (b) Overseeing that all the risks that the organization faces such asfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks.
The Audit Committee of the Board evaluating risks management policy of the Company onquarterly basis. A risk management policy is available on our websitehttp://www.mkexim.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") is presented in a separate section forming part of theAnnual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Particulars of employees remunerationas required under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms a part ofthis report. Considering first proviso to
Section 136(1) of the Companies Act 2013 the Annual Report excluding the saidinformation was sent to the members of the
Company and others entitled there to. The said information is available for inspectionat the registered office of the Company during working hours up to the date of ensuingannual general meeting. Any member interested in obtaining such information may write tothe Company Secretary in this regard.
EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT
The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination of any kind. It has provided equal opportunities of employmentto all without regard to the nationality religion caste colour language maritalstatus and sex.
Pursuant to the disclosure requirements under section 134(3) and rules thereof of theCompanies Act 2013 the Company has also constituted internal complaint committee asrequired under provisions of Sexual Harassment of woman at workplace (preventionProhibition & Redressal) Act 2013. The Company has not received any complaint ofsexual harassment during the year under review.
COMMITTEES OF THE BOARD
Currently the board has Four Committees: the Audit Committee the Nomination andRemuneration Committee the Stakeholders Relationship Committee and the CSR Committee. Themajority of the members of these committees are Independent and non-executives.
A detailed note on the composition of the board and other committees is provided in thecorporate governance report section of this annual report.
CEO AND CFO CERTIFICATION
Pursuant to the Regulation 17(8) of the Listing Regulations the Chief ExecutiveOfficer (CEO) and Chief Financial Officer (CFO) certification is attached with the AnnualReport.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2021-22 the Company hascomplied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by theCentral Government under Section 118(10) of the Companies Act 2013. In the preparation ofthe Financial Statements the Company has also applied the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Companies Act 2013 read withCompanies (Indian Accounting Standards)
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd (BSE) whichhas nationwide trading terminals. The annual listing fee for the year 2022-23 was paidwithin the scheduled time to BSE.
ENVIRONMENTS AND SAFETY
The Company's operations do not pose any environment hazards and are conducted in sucha manner that safety of all concerned and compliances with environmental regulations areensured.
TRANSFER OF SHARES
As notified under Regulation 40 (1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 except in case of transmission or transposition ofsecurities requests for effecting transfer of securities shall not be processed unlessthe securities are held in the dematerialized form with a depository.
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.
| ||For and on behalf of the Board of Directors |
| ||Murli Wadhumal Dialani |
|Place: Jaipur ||Chairman |
|Dated: 26.08.2022 ||DIN: 08267828 |
ANSHU PARIKH & ASSOCIATES
Flat no-202 Alokik Orchid. D-159A Savitri Path Bapu Nagar Jaipur Mob:+91-9887658618.