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Mega Nirman & Industries Ltd.

BSE: 539767 Sector: Infrastructure
NSE: N.A. ISIN Code: INE216Q01010
BSE 10:25 | 30 Jan 35.20 -1.85
(-4.99%)
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35.20

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35.20

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NSE 05:30 | 01 Jan Mega Nirman & Industries Ltd
OPEN 35.20
PREVIOUS CLOSE 37.05
VOLUME 200
52-Week high 48.75
52-Week low 12.06
P/E 78.22
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 35.20
Sell Qty 141086.00
OPEN 35.20
CLOSE 37.05
VOLUME 200
52-Week high 48.75
52-Week low 12.06
P/E 78.22
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 35.20
Sell Qty 141086.00

Mega Nirman & Industries Ltd. (MEGANIRMAN) - Director Report

Company director report

To the Members

Mega Nirman & Industries Limited

Your Directors have pleasure in presenting the 39th Annual Report togetherwith audited financial statements & accounts for the financial year ended March312022.

1. FINANCIAL RESULTS

(Amount in Lakhs)

Particulars Year ended March 312022 Year ended March 312021
Income 40.99 30.21
Total Expenditure 31.37 24.02
Net Profit / (Loss) before Exceptional and Extraordinary items and Tax 9.61 6.19
Extraordinary items - -
Net Profit/(Loss) before Tax (PBT) 9.61 6.19
Provision for Income Tax-Current 2.33 1.55
Provision for Deferred Tax 0.10 0.08
Profit for the period 7.17 4.56

The Financial Statement in accordance with the Companies Act 2013 ("theAct") Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI Listing Regulations’) and applicable AccountingStandards forms part of this Report.

2. STATE OF COMPANY’S AFFAIR & OPERATIONS

The Company is involved in the business of acquiring dealing in other precious metalsprecious stones jewellery and buying selling and dealing wholesale and retailing inprecious metals precious stones jewellery and articles made of precious metals preciousstones articles of virtue and objects of art.

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review the Company has not earned much profit and hence yourDirector proposes to plough back the profits in the business of the Company and createreserve for the Company. Accordingly the Board of Directors has not recommended anydividend for the financial year 2021-22.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital:

The authorized share capital of the Company as at March 312022 was Rs. 28 2500000/- Paid-up Share Capital:

The paid-up share capital as at March 31 2022 stands at Rs. 33475000/- comprisingof 3347500 equity shares of Rs. 10/- each fully paid up.

There was no public issue bonus issue or preferential issue etc. during the year.

The Company planning to come with Right Issue and also got approval on 28.03.2022 butit is in the process.

Company has neither issued shares with differential voting rights sweat equity sharesnor has it granted any stock options.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152 of the Companies Act 2013 and rulesmade thereunder the following are the Directors of the Company designated as follows:

Sr. No. Name of Director Designation Date of Appointment Date of Cessation
1. Mr. Monendra Srivastava Independent Director May 05 2016 -
2. Mrs. Sushma Jain Independent Director August 26 2019 -
3. Mr. Vinay Singh* Independent Director January 16 2021 -
4. Mr. Mohan Jagdish Agarwal Director February 10 2021 -
5. Mr. Zabihullah Burhani Director July 212022 -

*Mr. Vinay Singh resigned from the post of Independent Director W.e.f. 12.07.2022.

Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act 2013 and rulesmade thereunder the following are the Key Managerial Personnel’s of the Companydesignated:

Sr. No. Name of Director Designation Date of Appointment Date of Cessation
1. Mr. Zabihullah Burhani* Whole Time Director January 11 2021 July 212022*
2. Mr. Ramanuj Murlinarayan Darak ** Whole Time Director July 212022# -
3. Ms. Kanika Chawla Company Secretary August 10 2019 -
4. Mr. Himanshu Gopal Chief Financial Officer August 27 2019 -

*Mr Zabihullah Burhani cease to be Wholetime director w.e.f. 21.07.2022*.

**The Board in its meeting held on 21.07.2022* appointed Mr. Ramanuj MurlinarayanDarak as Whole Time Director of the Company subject to the approval of the shareholdersin ensuing Annual General Meeting.

#The Company Board Meeting starts from 20.07.2022 and concludes at 21.07.2022 at 06.50pm

6. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act and Regulation 16(1)(b)of theListing Regulations(including any statutory modification(s) or re-enactment(s) thereof forthe time being in force). The Independent Directors have also confirmed that they havecomplied with the Company’s code of conduct.

7. MEETINGS OF THE BOARD & COMMITTEE ‘s

A tentative calendar of Meeting is prepared and circulated well in advance to theDirectors. The intervening gap between the meetings was within the period prescribed underthe Companies Act 2013.

During the year ended March 312022 the Board met 4 times Audit Committee met 4 timesand Nomination & Remuneration Committee met 1 times. The details of Board/committeemeetings and the attendance of Directors are provided in the Corporate Governance Reportwhich forms a part of this Report. Further all the recommendations of Audit Committeewere accepted by the Board of Directors.

8. INDEPENDENT DIRECTORS MEETING

During the Financial Year 2021-22 one meeting of the Independent Directors was held on15.03.2022 to discuss the evaluation of the performance of Non-Independent Directors andthe Board of Directors as a whole evaluation of the performance of the Chairman of theCompany taking into account the views of the executive and non-executive Directors andevaluation of the quality content and timeliness of the flow of information between themanagement and Board which is necessary for the Board to perform its duties.

9. APPOINTMENT AND REMUNERATION POLICY

The Company has formulated a remuneration policy which provides the manner of selectionof Board of Directors KMP and their remuneration. In case of appointment of independent

Directors the Nomination and Remuneration Committee shall satisfy itself with regardto independent nature of the Directors viz-a-viz the company so as to enable the Board todischarge its performance and duties effectively.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBIdated 5th January 2017 with respect to Guidance Note on Board Evaluation the evaluationof the annual performance of the Directors/Board/Committees was carried out for thefinancial year 2021-22. A statement on annual evaluation by the Board of its performanceand performance of its Committees as well as Individual Directors forms part of theCorporate Governance Report.

11. AUDITORS & AUDIT REPORTS

• Statutory Auditors:

The term of Appointment of Statutory Auditor (Upto the conclusion of AGM to be held in2022) M/s AHSM & Associates (FRN: 005790C) is completed. The Board approved theappointment of M/s A N S K & Associates Chartered Accountants (FRN: 026177N) in BoardMeeting dated 27.05.2022 pursuant to Section 139 of the Companies Act 2013.

The Auditors’ Report for the financial year ended 31st March 2022 onthe financial statements of the Company forms a part of this Annual Report. There isqualification in the Auditors’ Reports as follows:

The Company has not done the reversal of GST input of Rs. 2013891/- {excludinginterest as payable thereon) for the tax period 2018-19 to 2020-21 due to non-payment tocreditors within a stipulated time as prescribed in terms of 2nd proviso to section 16(2)of CGST Act 2017 and a pending GST demand of Rs. 355636/- excluding interest as per GSTassessment order dt. 26/10/2020 for tax period 2017-18 towards differential tax on ITCclaim under GST. Accordingly the statutory liability would have been increased by Rs.2369527/- and the Net Worth would have been reduced by Rs. 2369527/- respectively.This matter is also disclosed in our Report on Other Legal and Regulatory Requirements inparagraph below. As per information and according to the explanations given to us thecompany has not received any notice or demand letter on this GST input reversal from theGST department.

Reply from the Board: The Management has noted this and will take steps to comply thisin current year

• Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors in its meetingheld on 27.05.2022 had appointed M/s Vijay Jain & Co. (COP No. 18230) to undertakethe Secretarial Audit of the Company for the Financial Year 2021-22. The SecretarialAuditors have submitted their report confirming compliance by the Company of all theprovisions of applicable corporate laws. The Report does contain one qualification theviews of management on that is mentioned in this Board Report. The Secretarial AuditReport is annexed as Annexure-1 to this report.

Details in respect of frauds reported by auditors under section 143(12):

None of the Auditors of the Company have reported any fraud as specified under thesecond proviso of Section 143 (12) of the Companies Act 2013.

12. RISK MANAGEMENT

The Company has a well-defined process to ensure risks are identified and steps totreat them are put in place at the right level in the management. The operating managersare responsible for identifying and putting in place mitigation plan for operational andprocess risks. Key strategic and business risks are identified and managed by the seniorleadership team in the organization.

The Company’s approach to addressing business risks is comprehensive and includesperiodic review of such risks and has established a framework for mitigating controls andreporting mechanism of such risks. Some of the risks that the Company is exposed to are:(i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks.

Further The Company is not mandatorily required to constitute Risk ManagementCommittee but our Company has laid down procedure to inform Board Members about the riskassessment and minimization procedures.

13. HUMAN RESOURCES

The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business. The Company is committed to nurturing enhancing andretaining talent through superior Learning & Organizational Development.

The Company believes that our people are our biggest assets and hence we invest inproductive training programs for them. The Company encourages people to exploreopportunities in harmony with their natural talent and nurture them to grow.

The Company embed a sense of inclusion and equality in our people. This means fosteringa conducive work environment that enhances professional and personal growth. Our strongteam culture of mutual trust oneness learning care and concern is a key inspiration tomeet tomorrow’s challenges.

The Company has also adopted a Policy on Prevention of Sexual Harassment at workplacefor the financial year 2020-21 Company has not received any complaint under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

14. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 of the Companies Act 2013 are not applicable on theCompany hence no particulars are required to be furnished in this report.

15. INVESTOR SERVICES

In its endeavour to improve investor services your Company has taken the followinginitiatives:

• An Investor Section on the website of the Company www.mnil.in has been created.

• There is a dedicated e-mail id secretarial. mnil@gmail. com for sendingcommunications to the Company Secretary.

Members may lodge their requests complaints and suggestions on this e-mail as well.

16. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance formsan integral part of this report.

A certificate from the Practising Company Secretary confirming compliance of conditionsof Corporate Governance as stipulated in Part E of the Schedule V of the ListingRegulations is annexed to the Corporate Governance Report as "Annexure I".

17. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report as stipulated under the Listing Regulationsis presented in a separate Section forming part of this Annual Report.

18. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act and Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in Form No. MGT - 9 is attached as Annexure-2 to this report.

ii. Disclosure under Section 148 of Companies Act 2013: Company is not required tomaintain the cost records and accounts as specified under section 148 of Companies Act2013 as it not applicable on the Company.

iii. Deposits: The Company did not invite/accept any deposits covered under Chapter Vof the Act. Accordingly no disclosure or reporting is required in respect of detailsrelating to deposits covered under this Chapter.

iv. Loans Guarantees and Investments: The details of Loans Guarantees and Investmentscovered under Section 186 of the Act form part of the notes to the financial statements.

v. Particulars of Contracts or Arrangements with the Related Parties: There were norelated party transactions during the year as specified under section 188 of CompaniesAct 2013.

vi. Significant or Material orders: No significant or material orders were passed bythe Regulators Courts or Tribunals impacting the going concern status and Company’soperations in future. During the financial year under review neither any application ismade by the Company nor is any proceeding pending against the Company under Insolvencyand Bankruptcy Code 2016.

vii. Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated a

Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) ofthe Companies Act 2013 and Regulation 22 of the Listing Regulations. The Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. This Policyis hosted on the Company’s website: (http://mnil.in/pdf/termsandconditions/smallWhistle Blower Policy.pdf). The details of Vigil Mechanism (Whistle Blower Policy) adoptedby the Company have been disclosed in the Corporate Governance Report attached to thisreport and form an integral part of this report.

viii. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo: Most of the information as required under Section 134 of the Act read with Rule 8companies (Accounts) Rules 2014 as amended is not applicable. However the informationhas been given in Annexure 3 and forms part of this Corporate Governance Report.

ix. Particular of Employees: Details as required under the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended which form part of theDirectors’ Report will be made available to any shareholder on request as perprovisions of Section 136(1) of the said Act.

x. Sexual Harassment: Your Directors state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

xi. Details of internal financial controls with reference to the financial statements:The Company has put in place adequate internal financial controls over financialreporting. These are reviewed periodically and made part of work instructions or processesin the Company. The Company continuously tries to automate these controls to increase itsreliability. This ensures orderly and efficient conduct of its business includingadherence to the Company’s policies safeguarding of its assets prevention oferrors accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The internal financial controls with reference to the financial statements wereadequate and operating effectively.

xii. Details of Holding Subsidiary Joint Venture and Associate Company: The Companydoes not have any Holding Subsidiary or Associate Company and does have any joint ventureduring the period under review.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Act your Directors based on the representationreceived from the management confirm that:

• in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as on March 31 2022 andof the profits of the company for the year ended March 312022;

• the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• 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

• The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received fromthe Central and State Government Authorities. Your Directors thank the ShareholdersBanks Customers Vendors and other business associates for the confidence reposed in theCompany and its management and look forward to their continued support. The Board placeson record its appreciation for the dedication and commitment of the employees at alllevels which has continued to be our major strength.

For and on behalf of the Board
Mega Nirman & Industries Limited
Sd/- Sd/-
Anand Rai Sushma Jain
Place : New Delhi Director Director
Date : 20.07.2022 DIN: 06855524 DIN: 08545336

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