Mena Mani Industries Ltd.
|BSE: 531127||Sector: Others|
|NSE: N.A.||ISIN Code: INE148B01025|
|BSE 00:00 | 25 Jan||13.59||
|NSE 05:30 | 01 Jan||Mena Mani Industries Ltd|
Mena Mani Industries Ltd. (MENAMANIINDS) - Director Report
Company director report
Your Company's Directors have pleasure in presenting their 30thAnnual Report on the business and operations of the Company and the Audited Accounts forthe Financial Year ended 31st March 2022.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Your Company has prepared the Financial Statements for the financialyear ended March 31 2022 under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 and has recast the Financial Statements relating to theprevious financial year ended March 31 2021 in order to make them comparable.
Revenue From Operations of the Company had significantly increased fromRs. 35214486/- to Rs. 268262646/- as compared to previous year. The Board ofDirectors of the Company is continuously making efforts to augment the revenue and toboost the intensification of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
The Board of Directors does not recommend declaration of dividendduring the financial year 2021-22. The profit amounting to Rs. 11571892 is beingtransferred to Reserves during the financial year.
4. SHARE CAPITAL:
At present the Company has only one class of shares - equity shareswith face value of Rs. 10/- each. The authorized share capital of the company is Rs.165000000/- (Rupees Sixteen Crore Fifty lakhs) divided into 16500000 (One CroreSixty five lakhs) equity shares of Rs. 10/- (Rupees Ten) each. The paid up share capitalof the company is Rs. 100346990/- (Rupees Ten Crore Three lakhs Forty Six Thousand NineHundred Ninety) divided into 10034699 ( One Crore Thirty Four Thousand Six HundredNinety Nine) equity shares of Rs. 10/- (Rupees Ten) each.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
During the period under review several energy conservation initiativeswere adopted and were taken by the Company. There are no plans to import any kind oftechnology for the project and hence information regarding its absorption is notapplicable. There was no research activities carried out during the year. In compliancewith the provisions of Section 134(3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 a statement containing information on conservationof energy technology absorption foreign exchange earnings and outgo of the Company inthe prescribed format is annexed to this Board's Report and marked as ANNEXURE - I.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year on March 31 2022 tilldate there has been no material change and / or commitment which may affect the financialposition of the Company. Further it is hereby confirmed that there had been no change inthe nature of business of the Company in the financial year 2021-22.
8. SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS:
During the year under review there were no significant material orderspassed by the Regulators / Courts and no litigation was outstanding as on March 31 2022which 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 theprovisions 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 withthe requirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. Your Board has been constituted with requisitediversity wisdom and experience commensurate to the scale of operations of your Company.
Board meeting dates are finalized in consultation with all directorsand agenda papers backed up by comprehensive notes and detailed background information arecirculated well in advance before the date of the meeting thereby enabling the Board totake informed decisions.
During the year under the review 5 (Five) Board meetings were heldwith gap between Meetings not exceeding the period prescribed under the Companies Act2013 and Rules made thereunder.
12. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the CompaniesAct 2013 copies of the Annual Returns of the Company prepared in accordance with Section92(1) of the Companies Act 2013 read with Rule 11 of the Companies (Management andAdministration) Rules 2014 are placed on the website of the Company and is accessible atthe web link: https://menamani.in/.
All the Properties of the Company are adequately insured.
14. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions enteredbetween the Company Directors management or their relatives.
All the contracts/arrangements/transactions entered in to by theCompany with the related parties during the financial year 2021-22 were in the ordinarycourse of business and on an arm's length basis as disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with relatedparties referred to as disclosed in the financial statements in section 188(1) in formAOC-2 is not provided.
The Company has formulated a policy on "Materiality of RelatedParty 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 thefinancial statements provided in the annual report.
15. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive andnon-executive directors including Independent Directors who have wide and variedexperience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Mrs. Hina S. Patel (DIN: 01987053)retires by rotation at the ensuing Annual General Meeting and being eligible in terms ofSection 164 of the Act offers herself for re-appointment.
The Company had pursuant to the provisions of Regulation 17(1)(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 entered into withStock 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 Companyhas Mr. Swetank M. Patel (Managing Director) Mr. Dinesh Bhanarkar (Chief FinancialOfficer) and Ms. Twinkle Chheda (Company Secretary) under Key Managerial Personnel of theCompany.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the Listing Regulations. The Board of Directors confirms that intheir opinion the independent directors fulfil all the conditions specified in 149(6) ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and are independent of the management.
The Board of Directors of the Company has appointed Ms. Twinkle Chhedaas Company Secretary & Compliance Officer in their meeting held on 1stNovember 2021.
Apart from this no fresh appointment of any Director or KMP was doneduring the year 2021-22.
Ms. Payal Pandya resigned from the post of Company Secretary w.e.f. 6thOctober 2021.
Apart from this no resignation from any Director or KMP was receivedduring the year 2021-22.
16. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and CompaniesAct 2013 the Board had carried out an annual performance evaluation of its own theBoard Committees and of the Independent directors. Independent Directors at a separatemeeting evaluated performance of the Non-Independent Directors Board as a whole and ofthe 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 PositiveAttributes and Independence of a Director and also a Policy for remuneration of DirectorsKey managerial Personnel and senior management.
18. MANAGERIAL REMUNERATION
19. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under thereview on 22nd March 2022.
20. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board as enumeratedhereunder:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders' Relationship Committee
Details of all the Committees along with their charters compositionand meetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act 2013read with provisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s.GMCA & Co. Chartered Accountants Ahmedabad (Firm Registration No.109850W) wasappointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) yearsfrom the conclusion of Annual General Meeting in the year 2017 till the conclusion of theAnnual General Meeting to be held in the year 2022.
The business of re-appointment of M/s. GMCA & Co. CharteredAccountants Ahmedabad as Statutory Auditor of the Company for a second term of 5 (five)consecutive years to hold office from the conclusion of the Annual General Meeting (AGM)to be held in the year 2022 till the conclusion of the Annual General Meeting to be heldin the year 2027 is placed before the members for their approval.
The Report given by the M/s. GMCA & Co. Auditors on the financialstatements for March 2022 of the Company is part of the Annual Report. The notes to theaccounts referred to in the Auditors' Report are self-explanatory and therefore do notcall for any further comments.
There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Company has appointed Chintan K. Patel Practicing Company SecretariesAhmedabad to conduct the Secretarial Audit of the Company for the financial year 2021-22and to submit Secretarial Audit Report in Form No. MR-3 is self-explanatory and thereforedo not call for any further comments.
The Secretarial Audit Report is annexed herewith as Annexure III areself-explanatory and therefore do not call for any further comments.
During the year under review the Company has generally complied withall 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 (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has an InternalControl System appropriate with the size scale and intricacy of its operations. Tomaintain its objectivity and independence the Internal Auditors report to the AuditCommittee of the Board. The Internal Auditors monitor and evaluate the efficacy andadequacy of internal control system its compliance with operating systems accountingprocedures and policies in the Company. Based on the report of internal audit functionprocess owners undertake counteractive action in their respective areas and therebyfurther strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee from time to time. The Company has in placeadequate internal financial controls proportionate with the size and scale of theoperations of the Company. During the period under review such controls were tested andno reportable material weakness in the design or operations were observed. The Board hasalso put in place requisite legal compliance framework to ensure compliance of all theapplicable laws and that such systems are adequate and operating effectively.
23. RISK MANAGEMENT:
The Company has implemented an integrated risk management approachthrough which it reviews and assesses significant risks on a regular basis to help ensurethat there is a robust system of risk controls and mitigation in place. Senior managementperiodically reviews this risk management framework to keep updated and address emergingchallenges. Major risks identified for the Company by the management are Currencyfluctuation Compliances of various applicable Laws Regulatory changes Manufacturing& Supply Litigation Technological Changes and new capital investments return. Themanagement is however of the view that none of the above risks may threaten the existenceof the Company as robust risk mitigation mechanism is put in place to ensure that there isnil 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 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has constituted a Whistle Blower Policy/Vigil Mechanism to establish a vigilmechanism for the directors and employees to report genuine concerns in such manner as maybe prescribed and to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct. For this purpose yourBoard adopted a Whistle Blower Policy which has been uploaded on the website of theCompany at https://menamani.in/.
25. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. TheCompany has adopted and amended its Code of Conduct for Prevention of Insider Tradingw.e.f. April 1 2019 pursuant to Securities and Exchange Board of India (Prohibition ofInsider Trading) (Amendment) Regulations 2018. The Company has also adopted a Policy andProcedure for Inquiry in case of Leak of Unpublished Price Sensitive Information. TheBoard is responsible for implementation of the Code of conduct for prevention of insidertrading 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 CompaniesAct 2013 and to the best of their knowledge and belief and according to the informationand explanations obtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2022 and of the profit and loss of the company forthat period;
iii. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 and Rules made thereunder for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concernbasis; and
v. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
vi. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
27. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 entered into with the Stock Exchanges a detailed reporton Corporate Governance is given as a part of the Annual Report. The Company is in fullcompliance with the requirements and disclosures that have to be made in this regard. TheCompany Secretary's Certificate of the compliance with Corporate Governance requirementsby the Company is attached to the Report on Corporate Governance. Report on CorporateGovernance is given elsewhere in this Annual Report herewith attached as Annexure IV.
28. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Practicing Company Secretaryregarding compliance of conditions of Corporate Governance as stipulated in Regulation 27of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended tothe 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 Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. The Company is committed to provide a safe and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important part of the Organization. The Company has assigned theresponsibilities to Audit Committee. During the year no complaint with allegations ofsexual harassment was filed with the Company.
30. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to provisions of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 every companywith a Net Worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores ormore OR with a net profit of Rs. 5 Crores or more is required to constitute a CSRCommittee. At present the Company is not required to constitute a CSR Committee in thisregards as none of the above referred limits have been triggered.
31. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on CorporateGovernance forming part of the Annual Report.
Your Board acknowledges and appreciates the relentless efforts of theemployees workmen and staff including the management team at all levels in ensuringsustained growth of the Company.
Your Board wishes to place on record its deep appreciation of theIndependent Directors and the Non-Executive Directors of the Company for their immensecontribution by way of strategic guidance sharing of knowledge experience and wisdomwhich help the Company to take right decisions in achieving its business goals.
Your Board is indebted for the unstinted support and trust reposed bythe Members and also remains thankful for their ongoing support and guidance.
The Board places on record its appreciation for the support andco-operation your Company has been receiving from its suppliers redistributionstockiests retailers business partners and others associated with the Company as itstrading partners. Your Company looks upon them as partners in its progress and has sharedwith them the rewards of growth. It will be your Company's Endeavour to build and nurturestrong links with the trade based on mutuality of benefits respect for and co-operationwith each other consistent with consumer interests.
Your Directors also sincerely thank to all the stakeholders customersvendors bankers business associates government other statutory bodies and look forwardto their continued assistance co-operation and support.