Your Company's Directors have pleasure in presenting their Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2019.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Your Company has prepared the Financial Statements for the financial year ended March31 2019 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 financialyear ended March 31 2019 in order to make them comparable.
|Financial Results || ||(Rs. in Lakhs) |
|Particulars ||Year ended 31-03-2019 ||Year ended 31-03-2018 |
|Total Revenue ||1314.48 ||1843.10 |
|Total Expenditure ||1858.03 ||2470.92 |
|Profit (Loss) before tax ||(543.55) ||(627.83) |
|Current Tax ||- ||(2.54) |
|Net Profit (Loss) for the year ||(543.55) ||(630.36) |
Income of the Company decreased from Rs. 184310310/- to Rs. 131448890/- ascompared to previous year. The Board of Directors of the Company is continuously makingefforts 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 financialyear 2018-19. The Loss amounting to Rs. 54355020/- is being adjusted against Reservesduring the financial year.
4. SHARE CAPITAL:
At present the Company has only one class of shares equity shares with face value ofRs. 10/- each. The authorized share capital of the company is Rs. 165000000/- dividedinto 16500000 equity shares of Rs. 10/- each. The paid up share capital of the companyis Rs. 100346990/- divided into 10034699 equity shares of Rs. 10/- each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. CHANGE OF NAME OF THE COMPANY
The Board of Directors of the Company had decided to change the name of the Companyfrom "Anar Industries Limited" to "Mena Mani IndustriesLimited". The Directors believe that the change in the name of the Company whichis being undertaken would make the name of the Company simple sharp and focused. Duringthe period under review the extra ordinary general meeting of the Company was held onApril 7 2018 at the registered office of the Company and consent was obtained fromshareholders for name change of the Company.
Moreover the Company also had filed necessary forms with regulatory authorities inthese regard and followed apt procedure for the same.
7. FUTURE OUTLOOK:
The global economy continues to remain under pressure from the ongoing politicalpolicy and economic uncertainties around the world. However it is expected that theglobal growth should stabilize in future.
The Indian GDP growth rate continues to be one of the fastest growing large economiesof the world. Economic growth is expected to further improve on the strengthening consumersentiment. There is cut throat competition in the IT industry and more particularly inhardware and software. To mitigate the same management had adopted defensive strategy inorder to maintain the market share of your Company. At Present diverse policies are beingformed/adopted by the present Government which may be beneficial to the Company in future.The thrust on the competitive strength newer product development and consolidation ofcustomer relationship has resulted into a bright future for the Company. The companyexpects to progress the performance in the existing year.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year. In compliance with the provisions ofSection 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 technologyabsorption foreign exchange earnings and outgo of the Company in the prescribed formatis annexed to this Board's Report and marked as ANNEXURE I and forms part of thisreport.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year on March 31 2019 till date there has beenno material change and / or commitment which may affect the financial position of theCompany.
10. SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS:
During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2019 which wouldimpact the going concern status and future operations of your Company.
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
13. MEETING OF BOARD OF DIRECTORS:
Your Company's Board is duly constituted which is in compliance with the requirementsof the Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company.
During the year under the review 4 (Four) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
14. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31 2019 is annexed to theBoard's Report and marked as ANNEXURE-II.
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions entered between theCompany Directors management or their relatives. All thecontracts/arrangements/transactions entered in to by the Company with the related partiesduring the financial year 2018-19 were in the ordinary course of business and on an arm'slength basis as disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toas disclosed in the financial statements in Section 188(1) in Form AOC-2 is attachedherewith and forms part of an annual report.
The Company has formulated a policy on "Materiality of Related PartyTransactions" and the same is on the Company's website at http://menamani.in/wp-content/uploads/2017/05/Related-Party-Transaction-policy.pdf
The details of related party disclosure form a part of the notes to the financialstatements provided in the annual report.
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning. In accordance with the provisions of Section 152 ofthe Companies Act 2013 and Articles of Association of the Company Mrs. Hina S. Patel(DIN: 01987053) retires by rotation at the ensuing Annual General Meeting and beingeligible in terms of Section 164 of the Act offers herself for re-appointment.
The Company had pursuant to the provisions of Regulation 17(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 entered into with StockExchanges Mr. Jayesh Pandya (DIN: 02030546) Mr. Narendra Ayer (DIN: 00116692) as anIndependent Directors of the Company during the year under review.
As required under Section 203 of the Companies Act 2013 the Company has Mr. SwetankM. Patel and Ms. Payal Pandya under Key Managerial Personnel of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) of the Listing Regulations. Board of Directors confirms that in their opinionthe independent directors fulfil all the conditions specified in 149(6) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andare independent of the management.
During the period under review Mr. Jayesh Jayantilal Pandya was appointed as anIndependent Director of the Company on 13th August 2018. His appointment wasregularised by obtaining consent of shareholders in the annual general meeting held forthe financial year 2017-18.
The Company had appointed Mr. Dinesh Bhanarkar as Chief Financial Officer of theCompany with effect from 9th April 2019.
Mr. Umesh Naik Independent Director of the Company has tendered his resignation on 28thFebruary 2019 due to personal reason and confirmation of the same has been received fromthe director that there is no other material reason other than provided.
18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof 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 Goalsand achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. 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.
20. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2019.
21. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on 25thMarch 2019.
22. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently
Three Committees of the Board as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. GMCA &Co. Chartered Accountants Ahmedabad (Firm Registration No.109850W) was appointed asStatutory Auditors of the Company for a consecutive period of 5 (Five) years from theconclusion of Annual General Meeting in the year 2017 till the conclusion of the AnnualGeneral Meeting to be held in the year 2022.
The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. GMCA & Co. Chartered Accountants as the Auditors of theCompany by the Members at the ensuing AGM.
The Company has received a certificate from M/s. GMCA & Co. Chartered Accountantsconfirming their eligibility to continue as Auditors of the Company in terms of theprovisions of Section 141 of the Companies Act 2013 and the Rules framed thereunder.
The Report given by the M/s. GMCA & Co. Auditors on the financial statements forMarch 2019 of the Company is part of the Annual Report. The notes to the accounts referredto in the Auditors' Report are self-explanatory and therefore do not call for any furthercomments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Chintan K. Patel Practicing Company Secretary Ahmedabad to conductthe Secretarial Audit of the Company for the financial year 2018-19 and to submitSecretarial Audit Report in Form No. MR-3 is self-explanatory and therefore do not callfor any further comments.
The Secretarial Audit Report is annexed herewith as Annexure IV areself-explanatory and therefore do not call for any further comments.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditors report to the Audit Committee of theBoard. The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system its compliance with operating systems accounting procedures and policiesin the Company.
Based on the report of internal audit function process owners undertake counteractiveaction in their respective areas and thereby further strengthen the controls. Significantaudit observations and corrective actions thereon are presented to the Audit Committeefrom time to time. The Company has in place adequate internal financial controlscommensurate with the size and scale of the operations of the Company. During the periodunder review such controls were tested and no reportable material weakness in the designor operations were observed. The Board has also put in place requisite legal complianceframework to ensure compliance of all the applicable laws and that such systems areadequate and operating effectively.
25. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Currency fluctuationCompliances of various applicable Laws Regulatory changes Manufacturing & SupplyLitigation TechnologicalChanges and new capital investments return. The management ishowever of the view that none of the above risks may threaten the existence of theCompany as robust risk mitigation mechanism is put in place to ensure that there is nil orminimum impact on the Company in case any of these risks materialize.
26. 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 hasconstituted a Whistle Blower Policy/Vigil Mechanism to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed andto report to the management instances of unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct. For this purpose your Board adopted a WhistleBlower Policy which has been uploaded on the website of the Company at www.menamani.in andis available at the link http://menamani.in/wp-content/uploads/2017/05/Whistle-Blower-Policy.pdf.
No person has been denied an opportunity to have access to the Vigil MechanismCommittee and the Audit Committee Chairman.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has also adopted a Policyand Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information. TheBoard is responsible for implementation of the Code. All Board Directors and thedesignated employees have confirmed compliance with the Code.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 and tothe best of their knowledge and belief and according to the information and explanationsobtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 at the end of the financial year 31stMarch 2019 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 adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and v. Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
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.
29. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 entered into with the Stock Exchanges a detailed report on Corporate Governance isgiven as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The Company Secretary'sCertificate of the compliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance. Report on Corporate Governance is givenelsewhere in this Annual Report herewith attached as Annexure V.
30. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Practicing Company Secretary regarding complianceof conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended to the report onCorporate Governance attached herewith as Annexure VI.
31. 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 thereunder. The Companyis committed to provide a safe and secure environment to its women employees across itsfunctions and other women stakeholders as they are considered as integral and importantpart of the Organization. The Company has assigned the responsibilities to AuditCommittee. During the year no complaint with allegations of sexual harassment was filedwith the Company.
32. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a NetWorth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with anet profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At presentthe Company is not required to constitute a CSR Committee in this regards as none of theabove referred limits have been triggered.
33. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Board acknowledges and appreciates the relentless efforts of the employeesworkmen and staff including the management team at all levels in ensuring sustained growthof the Company.
Your Board wishes to place on record its deep appreciation of the Independent Directorsand the Non-Executive Directors of the Company for their immense contribution by way ofstrategic guidance sharing of knowledge experience and wisdom which help the Company totake right decisions in achieving its business goals.
Your Board is indebted for the unstinted support and trust reposed by the Members andalso remains thankful for their ongoing support and guidance.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers redistribution stockiests retailersbusiness partners and others associated with the Company as its trading partners. YourCompany looks upon them as partners in its progress and has shared with them the rewardsof growth. It will be your Company's Endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co- operation with each otherconsistent with consumer interests.
Your Directors also sincerely thank to all the stakeholders customers vendorsbankers business associates government other statutory bodies and look forward to theircontinued assistance co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board |
|Date: 12th August 2019 || || |
| ||SD/- ||SD/- |
| ||Swetank M. Patel ||Narendra S. Ayer |
| ||Managing Director ||Director |
| ||DIN:00116551 ||DIN:00116692 |