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 2020.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Your Company has prepared the Financial Statements for the financial year ended March31 2020 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 ||Year ended |
| ||31-03-2020 ||31-03-2019 |
|Total Revenue ||0.12 ||1314.48 |
|Total Expenditure ||105.23 ||1858.03 |
|Profit (Loss) before tax ||(105.10) ||(543.55) |
|Less: Tax Expenses || || |
|Current Tax ||- ||- |
|Deferred Tax ||51.62 ||- |
|Net Profit (Loss) for the year ||(156.72) ||(543.55) |
Income of the Company had significantly decreased from Rs. 131448890/- to Rs.12463/- as compared to previous year. The Board of Directors of the Company iscontinuously making efforts to augment the revenue and to boost the intensification of theCompany.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
The Board of Directors does not recommend declaration of dividend during the financialyear 2019-20. The Loss amounting to Rs. 15672513/- 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. FUTURE OUTLOOK:
The global economy continues to remain under pressure from the ongoing economicuncertainties around the world due to Covid-19 pandemic. The government has alreadyannounced several fiscal measures to assist traders in this period of uncertainty. Variouspolicy measures/relaxations and changes in regulatory compliance have been initiated tominimise the hurdles faced by the industry players and facilitate ease of doing businessin such a critical time. However it is expected that the global growth should stabilizein future.
Economic growth is expected to further improve on the strengthening consumer sentiment.There is cut throat competition in the industry therefore to mitigate the samemanagement had adopted defensive approach in order to maintain the market share of yourCompany. The company anticipate the progress in performance in the existing year.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
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.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
Subsequent to the end of the financial year on March 31 2020 till date there has beenno material change and / or commitment which may affect the financial position of theCompany. Further it is hereby confirmed that there had been no change in the nature ofbusiness of the Company in the financial year 2019-20.
9. IMPACT OF COVID-19
The outbreak of novel Coronavirus (COVID-19) pandemic globally and in India and thesubsequent lockdown restrictions imposed by national governments has resulted in tosignificant disorder and slowdown of economic activity across the globe. The Company'soperations were closed with effect from 24th March 2020 and resumed on 25thMay 2020. The Company has put in place stern health monitoring procedure for safety ofall employees at workplace and for smooth functioning of operations amidst COVID -19worries. The financial impact of COVID- 19 pandemic will depend on future development thatcannot be envisaged reliably at this stage. However the Company has considered thepossible effects on carrying of its functions and based on the preliminary estimates theCompany does not anticipate any major challenge in meeting its monetary obligations as onthe date.
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 2020 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/Joint Ventures/Associate Companies.
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 6 (Six) 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 2020 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 the contracts/arrangements/transactions entered in to by the Company with therelated parties during the financial year 2019-20 were in the ordinary course of businessand on an arm's length 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 of the Companies Act 2013 andArticles of Association of the Company Mrs. Hina S. Patel (DIN: 01987053) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of 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 Jayantilal Pandya (DIN: 02030546) Mr. Narendra Samatbhai Ayer (DIN:00116692) as an Independent 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 Mr. Dinesh Bhanarkar and Ms. Payal Pandya under Key Managerial Personnel of theCompany.
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. The Board of Directors confirms that in theiropinion the independent directors fulfil all the conditions specified in 149(6) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and are independent of the management.
During the year under review Mr. Dinesh M. Bhanarkar was appointed as Chief FinancialOfficer (CFO) of the Company with effect from 9th April 2019.
Further on 26th August 2020 the Company has appointed Mr. Vijay Thaker asan Additional Independent Director of the Company to fill the casual vacancy caused byuntimely demise of Mr. Narendra S. Ayer on May 29 2020.
No resignation from any Director or KMP was received during the year 2019-20. HoweverBoard was informed about untimely demise of Mr. Narendra S. Ayer Independent Director ofthe Company on May 29 2020.
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 an annual performance evaluation of its own the Board Committeesand of the Independent directors. Independent Directors at a separate meeting evaluatedperformance of the Non-Independent Directors Board as a whole and of the Chairman of theBoard.
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.
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-Executive Directors for attending any meetings during the financial year ended 31stMarch 2020.
21. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on 19thMarch 2020.
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 Report given by the M/s. GMCA & Co. Auditors on the financial statements forMarch 2020 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 Secretaries Ahmedabad toconduct the Secretarial Audit of the Company for the financial year 2019-20 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.
During the year under review the Company has generally complied with all theapplicable provisions of the Secretarial Standards.
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 Systemappropriate with the size scale and intricacy 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 undertakecounteractive action in their respective areas and thereby further strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee from time to time. The Company has in place adequate internalfinancial controls proportionate with the size and scale of the operations of the Company.During the period under review such controls were tested and no reportable materialweakness in the design or operations were observed. The Board has also put in placerequisite legal compliance framework to ensure compliance of all the applicable laws andthat such systems are adequate 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 Technological Changes 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.inand is 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 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.
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 2020 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. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
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 there under. TheCompany is committed to provide a safe and secure environment to its women employeesacross its functions and other women stakeholders as they are considered as integral andimportant part 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: 4th September 2020 || || |
| ||SD/- ||SD/- |
| ||Swetank M. Patel ||Hina S. Patel |
| ||Managing Director ||Director |
| ||DIN:00116551 ||DIN:01987053 |