Your Directors have pleasure in presenting 11th Annual report on the affairsof the Company together with the Audited Statement of Accounts for the year ended on 31stMarch 2020.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:-
|Particulars ||2019-20 ||2018-19 |
|Revenue from operation ||40544.57 ||37662.18 |
|Other Income (including Job Income) ||17.44 ||0.00 |
|Total Income ||40562.01 ||37662.18 |
|Profit before Financial Expenses Depreciation amortization and Taxation ||2570.87 ||2546.16 |
|Less: Financial expenses ||851.73 ||734.61 |
|Operating profit before Depreciation amortization & Taxation ||1719.14 ||1811.55 |
|Less: Depreciation & amortization written off ||976.98 ||975.09 |
|Profit before Extraordinary Items and Taxation ||742.16 ||836.46 |
|Less: Extraordinary Items ||0.00 ||98.76 |
|Profit before Taxation ||742.16 ||737.70 |
|Less : Provision for Taxation || || |
|Current Tax ||123.88 ||151.87 |
|Deferred Tax ||-59.47 ||182.83 |
|Profit after Taxation ||677.75 ||403.00 |
|Add: Balance brought forward ||1218.75 ||815.75 |
|Profit available for appropriation ||1896.50 ||1218.75 |
Your Directors are pleased to inform the members that during the year under reviewyour company reported Revenue from operation of Rs. 40544.57 Lacs as compared to 37662.18Lac in the previous year and recorded 7.65% increase inspite off suffering from pandemiceffect of Covid-19 which has greatly impacted the performance of the company in the lastmonth of the financial year 2019-20. Profit after tax of the company has been increasedfrom Rs. 403.00 Lacs to Rs. 677.75 Lacs which showed an increase by 68.18%. Your board isalways focuses on improved quality of Product and good service to the customers.
Although there are uncertainties due to Covid-19 pandemic Management will endeavor tomake all efforts to optimizing the cost of production and productivity level in order tohave survival and prosper during the current Financial Year 2020-21.
3. TRANSFER TO RESERVES:-
The Company proposes not to transfer any amount to the reserves and an amount of Rs.677.75 Lacs proposed to be retained in the Profit & Loss A/c.
In view of the planned business growth your directors deem it proper to conserve theresources of the Company for its activities/ expansion and therefore do not propose anydividend for the F.Y. ended 31.03.2020 and carried forward the net profit balance to thenext year.
5. CAPITAL STRUCTURE:-
During the year Company has raised it's Authorised Share Capital from Rs. 13.00 Croreto 15.00 Crore and raised its paid up share capital by way of preferential allotment of2000000 Equity Shares of Rs. 10/- each at premium of Rs. 25/- each. The capitalstructure of the company as on 31.03.2020 are as follows:-
The Authorised Share Capital of the Company is Rs. 150000000/- (Rupees Fifteen Croreonly) divided into 15000000 (One Crore Fifty Lacs only) equity shares of Rs.10/- each.
The Paid up share capital of the Company is Rs. 146833500/- (Rupees Fourteen CroreSixty Eight Lacs Thirty Three Thousand Five Hundred only) divided into 14683350 (OneCrore Forty Six Lacs Eighty Three Thousand Three Hundred Fifty only) equity shares ofRs.10/- each.
6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR-
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS & COMPANY'S OPERATIONS IN FUTURE:-
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-
As on March 31 2020 the Company does not have any subsidiary or joint venture or anyassociates Company.
9. MAINTENANCE OF COST RECORD:-
Our Company is required to maintain the cost record as specified by the CentralGovernment under sub- section(1) of section 148 of the Companies Act 2013 and the companyhas made and maintained the cost record as prescribed.
10. STATUTORY AUDITOR & AUDIT REPORT:-
B. Maheshwari & Co. (FRN : 105839W) Chartered accountants is a statutory auditorsof the Company to hold office from the conclusion of Annual General Meeting (AGM) held on07.09.2018 till the conclusion of the AGM of the Company to be held in the year 2023.
There are no qualifications or observations or remarks made by the Auditors in theirReport.
11. SECRETARIAL AUDIT:-
In terms of Section 204 of the Companies Act 2013 and Rules made there under theboard has appointed M/s. Avinash Nolkha & Associates (M. No. F10586)PracticingCompany Secretary as the Secretarial Auditor of the company. The report of the SecretarialAuditors in MR-3 is enclosed as Annexure V to this report. The report is self-explanatoryand do not call for any further comments.
12. COST AUDITORS:-
As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant in practice. On the recommendation of the AuditCommittee the Board has appointed M/s Avnesh Jain & Co. Cost Accountants Jaipur ascost auditors for conducting the audit of cost records of the Company for the financialyear 2020-21.
13 CHANGE IN THE NATURE OF BUSINESS -
There is no change in the nature of the business of the company.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
During the year Mr. Prateek Jain [PAN: BABPJ0094D] ceased from the post of companysecretary w.e.f. 29.08.2019 Mr. Kamesh Shrishri Mai [PAN: CJEPM3737M] appointed ascompany secretary of the company w.e.f. 30.08.2019.
Mr. Bharat Agal [PAN: AHSPA1218K] ceased from the post of CFO w.e.f. 30.10.2019 Mr.Raj Kumar Chechani [PAN : AXKPC6508J] appointed as CFO of the company w.e.f. 01.11.2019
Mr. Yogesh Laddha [DIN: 02398508] reappointed as Managing Director Mr. KailashchandraHiralal Laddha [DIN: 01880516] Mr. Kamlesh Kailashchand Ladha [DIN: 03520135] & Ms.Pallavi Laddha [DIN : 06856220] reappointed as Whole Time Director for the period of threeyears w.e.f. 16.01.2020. The terms of their Reappointment & remuneration to beratified by the members in the ensuing Annual general meeting.
In accordance with the provisions of Section 152 of the Companies Act and Articles ofAssociation Mr. Kailashchandra Hiralal Laddha [DIN: 01880516] & Mr. MaheshchandraKailashchandra Ladha [DIN : 02333125] shall retire by rotation and being eligible offersthemself for reappointment at the ensuing Annual General Meeting of the Company.
Details of Directors & KMP are as follows:-
|S.N. Name of Directors/KMP ||Designation |
|01 Mr. Kailashchandra Hiralal Laddha ||Whole Time Director cum Chairman |
|02 Mr. Yogesh Laddha ||Managing Director |
|03 Mr. Maheshchandra Kailashchandra Ladha ||Whole Time Director |
|04 Mr. Kamlesh Kailashchand Ladha ||Whole Time Director |
|05 Ms. Pallavi Laddha ||Whole Time Director |
|06 Mr. Shriniwas Shivraj Bhattad ||Independent Non-Executive Directors |
|07 Mr. Basant Kishangopal Porwal ||Independent Non-Executive Directors |
|08 Mr. Dilip Balkishan Porwal ||Independent Non-Executive Directors |
|09 Mr. Raj Kumar Chechani ||Chief Finance Officer |
|10 Mr. Kamesh Shrishri Mai ||Company Secretary |
The Company has not invited / accepted any deposits from the public during the yearended March 31 2020. There were no unclaimed or unpaid deposits as on March 31 2020.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:-
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 - As Per Annexure II
17. CORPORATE SOCIAL RESPONSIBILITY:-
The company has approved the CSR policy and the Company has contributed Rs. 1173583/-(Rupees Eleven Lac Seventy Three Thousand Five Hundred Eighty Three Only) which is morethan the statutory requirement under the law. The main thrust of the company has been tocontribute towards Safe Drinking Water Tree Plantation Environmental SustainabilityPromoting Education Eradicating Hunger Poverty & Social evils and promoting religiousactivities & Social welfare etc which are in accordance with CSR Policy of theCompany and Schedule VII of The Companies Act 2013. The Annual CSR Report of the Companyis provided in Annexure IV forming part of this report.
The CSR Committee is duly constituted with the following members:-
|S. N. Name of Director ||Designation |
|1 Yogesh Laddha ||Chairman |
|2 Maheshchandra Kailashchandra Ladha ||Member |
|3 Dilip Balkishan Porwal ||Member |
18. VIGIL MECHANISM/WHISTLE BLOWER POLICY:-
In pursuant to the section 177 (9) & (10) of the Companies Act 2013 a vigilMechanism for director and employees to report genuine concerns has been established. TheVigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company athttp://www.manomavtexindia.com/whistle-blower-policv.pdf under lnvestorPolicy WhistleBlower Policy link.
19. RISK MANAGEMENT POLICY:-
Risk Management is a key aspect of the "Corporate Governance Principles and Codeof Conduct" which aims to improve the governance practices across the Company'sactivities. Risk management policy and processes will enable the Company to proactivelymanage uncertainty and changes in the internal and external environment to limit negativeimpacts and capitalize on opportunities.
BACKGROUND AND IMPLEMENTATION
The Company is prone to inherent business risks. This document is intended to formalizea risk management policy the objective of which shall be identification evaluationmonitoring and minimization of identifiable risks.
This policy is in compliance with the Listing Agreement which requires the Company tolay down procedure for risk assessment and procedure for risk minimization.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network. Head of Departments shall be responsible forimplementation of the risk management system as may be applicable to their respectiveareas of functioning and report to the Board and Audit Committee.
The Company has not made Risk Management Committee but the Board of Directors and AuditCommittee is looking after the Risk Management of the Company.
20 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:-
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) uploaded on company's website (Linkhttp://www.manomavtexindia.com/Revised-Nomination-Remuneration- Policv.pdf)
21. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THEREOF:- Board Meeting:-
The Board of Directors of the Company met 10 (Ten) times during the year in respect ofwhich proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes Book kept by Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
The names of the Directors their attendance at the Board Meeting and last AnnualGeneral Meeting of Company are given as below:
|Name of the Director ||Board Meeting held during Tenure of Director ||Board Meeting attended ||Attendance at the Last Annual General Meeting |
|Mr. Yogesh Laddha ||10 ||10 ||Yes |
|Mr. Kailashchandra Hiralal Laddha ||10 ||10 ||Yes |
|Mr. Kamlesh Kailashchand Ladha ||10 ||10 ||No |
|Ms. Pallavi Laddha ||10 ||10 ||Yes |
|Mr. Maheshchandra Kailashchandra Ladha ||10 ||10 ||No |
|Mr. Shriniwas Shivraj Bhattad ||10 ||6 ||No |
|Mr. Basant Kishangopal Porwal ||10 ||6 ||No |
|Mr. Dilip Balkishan Porwal ||10 ||6 ||No |
During the year under review the Company passed a Shareholders resolution by way ofPostal Ballot for issue of Equity Share on Preferential Basis.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on 13.05.2019 toreview the performance of Non-Independent Directors (including the Chairman) and theentire Board. The Independent Directors also reviewed the quality content and timelinessof the flow of information between the Management and the Board and its Committees whichis necessary to effectively and reasonably perform and discharge their duties.
COMMITTEES OF BOARD
Currently the Board has Five committees i.e. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee CSR Committee and InternalComplaint Committee. All committees are constituted with the proper composition ofIndependent Directors and non executive directors as specified in relevant provisions ofCompanies Act 2013.
1. Nomination and Remuneration Committee Meetings:-
|Name of the Committee Member ||NRC Meeting held during Tenure of Director ||NRC Meeting attended |
|Mr. Dilip Balkishan Porwal (Chairman) ||3 ||3 |
|Mr. Shriniwas Shivraj Bhattad ||3 ||3 |
|Mr. Basant Kishangopal Porwal ||3 ||3 |
2. Audit Committee Meetings:-
|Name of the Committee Member ||Audit Committee Meeting held during Tenure of Director ||Audit Committee Meeting attended |
|Mr. Basant Kishangopal Porwal (Chairman) ||5 ||5 |
|Mr. Dilip Balkishan Porwal ||5 ||5 |
|Mr. Yogesh Laddha ||5 ||5 |
3. Stakeholder Relationship Committee Meetings:-
|Name of the Committee Member ||SRC Meeting held during Tenure of Director ||SRC Meeting attended |
|Mr. Dilip Balkishan Porwal (Chairman) ||5 ||5 |
|Mr. Yogesh Laddha ||5 ||5 |
|Mr. Kamlesh Kailashchand Ladha ||5 ||5 |
4. Corporate Social Responsibility Committee Meetings:-
|Name of the Committee Member ||CSR Meeting held during Tenure of Director ||CSR Meeting attended |
|Mr. Maheshchandra Kailashchandra Ladha ||2 ||2 |
|Mr. Yogesh Laddha ||2 ||2 |
|Mr. Dilip Balkishan Porwal ||2 ||2 |
Internal ComDlaint Committee Meetinas:-
|Name of the Committee Member ||Internal Complaint Committee Meeting held || |
Internal Complaint Committee Meeting
| ||during Tenure of Director ||attended || |
|Mrs. Pallavi Laddha ( Chairperson) ||Nil ||Nil || |
|Mrs. Munna Devi Khatik ||Nil ||Nil || |
|Mr. Rishabh Kothari ||Nil ||Nil || |
|Mrs.Vandana Nuwal ||Nil ||Nil || |
22. DIRECTORS' RESPONSIBILITY STATEMENT-
Pursuant to the requirement under section 134(3)(C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(ii) 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 March 31 2020 and of the profitand loss of the company for that period;
(iii) The directors had taken proper and sufficient care 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;
(iv) The directors had prepared the annual accounts on a going concern basis;
(v) The Directors had laid down Internal Financial Controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
23. DECLARATION BY INDEPENDENT DIRECTORS:-
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section149 (6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
24 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:-
There are no loans guarantees or investments in excess of the limits prescribed u/s186 of the Act.;
25. INTERNAL CONTROL SYSTEMS -
The Company's internal control systems are adequate and commensurate with the natureand size of the Company and it ensures:
Timely and accurate financial reporting in accordance with applicable accountingstandards.
Optimum utilization efficient monitoring timely maintenance and safety of itsassets.
Compliance with applicable laws regulations and management policies.
26 HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-
Your Company treats its human resources as one of its most important assets. YourCompany continuously invests in attraction retention and development of talent on anongoing basis. Your company's trust is on the promotion of talent internally through jobrotation and job enlargement.
27. PARTICULARS OF EMPLOYEE:-
None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
28. PERFORMANCE EVALUATION:-
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee has laid down the criteria for evaluation of the performance ofindividual Directors and the Board as a whole. Based on the criteria the exercise ofevaluation was carried out through a structured process covering various aspects of theBoard functioning such as composition of the Board and committees experience &expertise performance of specific duties & obligations attendance contribution atmeetings & Strategic perspectives or inputs regarding future growth of company etc.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Director. The performance of the Independent Directors was carriedout by the entire Board (excluding the Director being evaluated). The Directors expressedtheir satisfaction with the evaluation process.
29. RELATED PARTY TRANSACTIONS -
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. All transactionsentered with the Related Parties as defined under the Companies Act 2013 and regulation23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of Business and on arm's length basis anddo not attract the provisions of section 188 of the Companies Act 2013. Thus disclosurein form AOC- 2 is not required. The related party disclosure has been uploaded on theWebsite of the Company at www.manomavtexindia.com under lnvestorPolicy policy fordetermination of materiality of events.
Your Directors draw attention of the members to notes to the financial statement whichsets out related party disclosures as per Accounting Standard -18.
A statement in summary form of transactions with related parties is periodically placedbefore the Audit committee for review and recommendation to the Board for their approval.
30. EXTRACT OF ANNUAL RETURN:-
The extract of the Annual Return in Form MGT-9 as required under section 92(3) of theCompanies Act 2013 read with the Companies (Management and Administration Rules) 2014 isenclosed as Annexure I
Kindly take note that the Annual Return is available on the Website of the Companyafter Conclusion of the AGM in below link :( Link:http://manomaytexindia.com/Annual-Report-202Q.pdf )
31. INVESTOR EDUCATION AND PROTECTION FUND
There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company during the year.
32. LISTING OF EQUITY SHARE OF THE COMPANY:-
The equity shares of the company are listed on the SME platform of Bombay StockExchange Limited (BSE). The Company has paid the Annual Listing Fees to BSE for thefinancial year 2020-21.
The Board of Directors of the Company constituted the following Committees:
> AUDIT COMMITTEE
The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman Mr. YogeshLaddha and Mr. Dilip Balkishan Porwal as the Members. The Committee is assigned rolepowers and responsibilities as provide under clause 52 of the Equity Listing Agreement andSection 177 of the Companies Act 2013.
> NOMINATION AND REMUNERATION COMMITTEE:-
The Nomination and Remuneration Committee comprises with Mr. Dilip Balkishan Porwal asChairman Mr. Shriniwas Shivraj Bhattad and Basant Kishangopal Porwal as members. Thepurpose of NRC is to recommend the nomination and remuneration of Director KMP and toevaluate the performance of Directors and board.
> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:-
The Corporate Social Responsibility Committee comprises with Mr. Yogesh Laddha Mr.Dilip Balkishan Porwal Independent Director and Mr. Maheshchandra Kailashchandra Ladha asmembers. The role of committee is to formulate design Implement review and monitoringof CSR activities in compliance of CSR objective and policy of the company.
> INTERNAL COMPLAINT COMMITTEE
The Internal Complaint Committee comprises with Mrs. Pallavi Laddha as ChairpersonMrs. Munna Devi Khatik as Senior Lady Member Mr. Rishabh Kothari and Smt. Vandana Nuwalas Member. The purpose of Internal Complaint Committee is to provide safe environment forthe female employees of the Company and employees are treated with dignity with a view tomaintain a work environment free of sexual harassment whether physical verbal orpsychological
34. BOARD EVALUATION:-
In compliance with the provision of Companies Act 2013 and Listing Compliances theBoard carried out at an annual evaluation of its own performance and Independentdirectors. It also evaluated the performance of its committees. The evaluation inter-aliacovered different aspects viz. composition of board and its committees qualificationperformance inter-personal skills submission done by the director in varied disciplinesrelated to the company's business etc.
35 MANAGEMENT DISCUSSION AND ANALYSIS:-
The Management Discussion and analysis forms part of this annual Report as Annexure IIfor the year ended 31st March 2020.
36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:-
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. The Company has zero tolerance for sexualharassment at workplace and has adopted a policy on Prevention Prohibition and Redressalof sexual harassment at workplace in line with the provision of the Sexual
Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 andthe rules there under for prevention and redressal of complaints of sexual harassment atworkplace. The company is committed to providing equal opportunities without regard totheir race caste sex religion color nationality disability etc. All womenassociates (permanent temporary contractual and trainees) as well as any women visitingthe company's office premises or women service providers are covered under this policy.All employees are treated with dignity with a view to maintain a work environment free ofsexual harassment whether physical verbal or psychological.
During the year under review no complaints were received by the Company relating tosexual harassment at workplace. The Management of the Company endeavors to provide safeenvironment for the female employees of the Company.
37. CORPORATE GOVERNANCE:-
Your company is being SME Company and listed on SME exchange of BSE Limited. Thereforepursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the compliance with corporate governance as specified in regulation 17to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C D and E ofSchedule V shall not apply.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers Local Bodies Customers Suppliers Executives FinancialInstitution and Central and State Governments for their continuous co-operation andassistance.
39 COMPLIANCES OF SECRETARIAL STANDARDS: -
The Company has made all the compliance of Secretarial Standards as notified by theMCA.
|Place : Bhilwara ||FOR: MANOMAY TEX INDIA LIMITED |
|Date : 31.08.2020 || |
| ||SD/- |
| ||KAILASHCHANDRA HIRALAL LADDHA |
| ||[DIN: 01880516] |
| ||CHARIMAN |
| ||FOR: MANOMAY TEX INDIA LIMITED |
| ||SD/- |
| ||YOGESH LADDHA |
| ||[DIN: 02398508] |
| ||MANAGING DIRECTOR |
| ||FOR: MANOMAY TEX INDIA LIMITED |
| ||SD/- |
| ||PALLAVI LADDHA |
| ||[DIN: 06856220] |
| ||WHOLE TIME DIRCTOR |