Mittal Life Style Limited
Your Directors are pleased to present their 16th Report and Audited Accountsof the Company for the financial year ended March 31 2021.
|Particulars ||FY 2020-21 (INR) ||FY 2019-20(INR) |
|Income from operations ||521532198 ||983243699 |
|Other Income ||10662304 ||14265573 |
|Total Revenue ||532194502 ||997509272 |
|Depreciation & amortization ||840067 ||1114649 |
|Expenses other than Depreciation ||528024687 ||975240362 |
|Total Expenses ||528864754 ||976355011 |
|Net Profit/(Loss) Before Tax ||3329748 ||21154260 |
|Current Tax ||732544 ||5289000 |
|Deffered Tax ||(16670) ||(58744) |
|Prior period Tax adjustment || |
|Profit/(Loss) After Tax ||2613873 ||15211200 |
|Proposed Dividend || |
|Provision for dividend distribution Tax || |
|Balance Carried forward ||2613873 ||15211200 |
During the year under review the Company has generated revenue total revenue of Rs.521532198/- as against Rs. 983243699/- during the previous financial year. The netprofit after tax for the year under review has been Rs. 2613873/- as against Rs.15211200/- during the previous financial year.
A detailed analysis of the financial results is given in the Management Discussion andAnalysis Report which forms part of this report.
Transfer to Reserves
During the financial year under review the Company has transferred a net profit of Rs.2613873 to Reserves.
Your Directors didn't recommend any dividend on Equity Shares for the Financial Year2020-21.
Directors and Key Managerial Personnel
The present structure of Board of Directors is as follows:
|Sr. No. CATEGORY ||NAME OF DIRECTORS |
|Promoter and Executive Director || |
|1. Chairman & Managing Director ||Mr. Brijesh Jagdishkumar Mittal |
|2. Director & CFO ||Mr. Pratik Brijeshkumar Mittal |
|Promoter and Non Executive || |
|3. Woman Director ||Mrs. Sudha Brijeshkumar Mittal |
|Non Executive Director || |
|4. Independent Non -Executive Director ||Mr. Prasun Muljibhai Modi |
|5. Independent Non -Executive Director ||Mr. Praful Jadavji Shah |
|6. Independent Non-Executive Director ||Mr. Vishnu Banwarilal Sharma |
|Company Secretary & Compliance Officer || |
|7. Company Secretary & Compliance Officer ||Ms. Jalpa Shivshankar Purohit |
During the financial year 2020-21 the following changes took place in the Board ofDirectors:
1. Appointment of Mr. VISHNU BANWARILAL SHARMA (DIN - 08735262) as Independent Directorof the Company for a period of 5 consecutive years with effect from 19th April2020.
The Company has received the necessary disclosures under the Companies Act 2013 andthe SEBI Listing Regulations including declarations from all Independent Directors thatthey meet the criteria of independence as laid down under section 149(6) of the CompaniesAct 2013 and the SEBI Listing Regulations. In the opinion of the Board the IndependentDirectors fulfill the conditions specified in the SEBI Listing Regulations and areindependent of the Management. Further the Independent Directors possess integrity andnecessary expertise & experience (Including the proficiency) which bring tremendousvalue to the board and to the company.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mrs. SudhaBrijeshkumar Mittal (DIN:01353814) Director retires by rotation at the ensuing AGM andbeing eligible has offered herself for reappointment. The Board recommends herre-appointment.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:
The Company has no subsidiary Joint Venture and associates Company.
A separate report on corporate governance along with the Auditors Certificate on itscompliance with the corporate governance requirements under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached as Annexure to this Report.
During the financial year 2020-21 your company has not accepted or renew any publicdeposit under Chapter V of the Companies Act 2013.
CHANGE IN THE NATURE OF BUSINESS
There is no Change in the nature of the business of the Company done during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/ OUTGO:
A. Conservation of Energy - Annexure A
The Company's operations are not energy-intensive and as such involve low energyconsumption. However adequate measures have been taken to conserve the consumption ofenergy.
B. Technology Absorption
Operations of the company do not involve any kind of special technology and there wasno expenditure on research & development during this financial year. However yourcompany continues to upgrade its technology (computer technology and telecominfrastructure) in ensuring it is connected with its clients across the globe.
C. Foreign Exchange Earnings and outgo
The Foreign Exchange earnings and outgo during the financial period ended 31st March2021 is as follows:
|Particulars ||31st March 2021 ||31st March 2020 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgo ||NIL ||NIL |
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES Annexure B
All related party transactions done by the Company during the financial year 2020-21were at arm's length and in the ordinary course of business. All related partytransactions were reviewed and approved by the Audit Committee. During the financial year2020-21 your company has not entered into any material related party transactions as perSEBI Listing Regulations with any of its related parties. As there were no related partytransactions which were not in the ordinary course of the business or not on arm's lengthbasis and also since three was no material related party transaction as stated abovedisclosure under Section 134(3)(h) in Form AOC 2 of the Companies Act 2013 is notapplicable.
II. NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors senior management personneland their remuneration. Remuneration Policy of the Company acts as a guideline fordetermining inter alia qualification positive attributes and independence of aDirector matters relating to the remuneration appointment removal and evaluation of theperformance of the Director Key Managerial Personnel and senior managerial personnel.Nomination and Remuneration Policy is annexed as Annexure "C" to this report andalso placed on the Company's website: https://mittallifestyle.in/.
The company has complied with the applicable secretarial standards as issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.
PARTICULARS OF EMPLOYEES:
The Company has no employee who is in receipt of remuneration of Rs. 850000 permonth/- or Rs. 10200000 per annum and hence the company is not required to giveinformation under Sub Rule 2 and 3 of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Further the following details form part of Annexure D and Annexure E to the Board'sReport:
i) Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 statement containing the names and other particulars of top tenemployees in terms of remuneration drawn by them- Annexure D
Disclosure under Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014- Annexure E.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:
|Name of directors ||Relationship with other Director |
|Shri. Brijeshkumar J. Mittal ||Managing Director and self |
|Shri Pratik Brijeshkumar Mittal ||Director and Son of Mr. Brijeshkumar Mittal |
|Shri. Praful Jadavji Shah ||None |
|Shri. Prasun Muljibhai Modi ||None |
|Shri. VISHNU BANWARILAL SHARMA ||None |
|Smt. Sudha Brijeshkumar Mittal ||Director and Wife of Mr. Brijeshkumar Mittal |
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No such material changes and commitments affecting the financial position of thecompany have occurred and hence no comments required.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
CHANGES IN SHARES CAPITAL
The Company has the Authorized Share Capital consisting of 12000000 Equity shares ofRs. 10/- each amounting to Rs. 120000000/-
The Company has the Issued/subscribed/paid up Share Capital consisting of 11750000Equity shares of Rs. 10/- each amounting to Rs 117500000/- There were no changes inshare capital during the year.
All the assets of the company are adequately insured and the Company has developedproper system for taking insurance on all its insurable assets in order to mitigate therisk.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3) (a) of the Companies Act 2013 read with rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith in MGT-9 and forming part of the report.
I. STATUTORY AUDITORS & AUDITORS' REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013 (the Act) readwith the Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) M/s Jain Jagawat Kamdar &Co. Chartered Accountants (FRN: 122530W) were appointed as Statutory Auditors of theCompany for a term of five (5) years to hold office from the conclusion of ThirteenAnnual General Meeting of the Company held on 29th September 2018 subject toratification of their appointment at every subsequent Annual General Meeting.
The requirement of seeking ratification of the members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2018 with effect from May 7 2018. Hence the resolution seekingratification of the members for their appointment is not being placed at the ensuingAnnual General Meeting.
Your Company has received necessary certificate form M/s Jain Jagawat Kamdar & Co.Chartered Accountants confirming that they satisfy the criteria provided under section 141of the Companies Act 2013 and are not disqualified from continuing as Statutory Auditorsof the Company.
The Auditors Report for 2020-21 does not contain any qualification reservation oradverse remarks.
The Auditors' Report does not contain any qualification reservation or adverseremark(s) on the financial statements for the year ended March 31 2021. The notes ofaccounts referred to in the auditors' report are self explanatory and therefore do notrequire any further comments.
Adequacy of Internal Financial Controls
Pursuant to the provisions of section 138 of the Companies Act and rules made thereunder the company has its proper system of Internal Control and it regularly monitor thesafeguarding of its assets prevention and detection of frauds and errors and accuracy andcompleteness of accounting records including timely preparation of financial information.The Internal financial controls with reference to financial statements as designed andimplemented by the Company are adequate.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company had appointed M/s. MalayShah & Associates Practicing Company Secretaries Mumbai as its Secretarial Auditorsto conduct the secretarial audit of the Company for the financial year 2020-21. The Reportof Secretarial Auditor for the financial year 2020-21 is set out as Annexure and formspart of this report. The Secretarial Auditors Report for the financial year 2020-21 doesnot contain any qualification reservation or adverse remarks.
MIGRATION TO MAIN BOARD
During the year under review the equity shares of company was listed and admitted todealing on main board w.e.f April 292020 pursuant to migration from SME Emerge Platformand trading in equity shares of the company on SME Platform was suspended wef 29thApril 2020.
Certificate from Company Secretary in Practice
Mr. Malay Shah of M/s. Malay Shah & Associates Practicing Company Secretaries hasissued a certificate as required under Listing Regulations confirming that none of theDirectors on the Board of the Company were debarred or disqualified from being appointedor continuing as directors of companies by Ministry of Corporate Affairs.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of the Companies' Act 2013 relate to Corporate Social Responsibility arenot applicable t o your company as yet.
ENVIRONMENT HEALTH AND SAFETY:
The Company accords the highest priority to Environment Health and Safety. Themanagement is constantly reviewing the safety standards of the employees and themanagement believes in the concept of sustainable development.
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
i. Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy.
During the year none of the matter having any unethical practices or behavior wasreported to the Company.
ii. Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every employee is requiredto review and sign the policy at the time of joining and an undertaking shall be given foradherence to the Policy. The objective of the Policy is to conduct the business in anhonest transparent and in an ethical manner. The policy provides for anti-bribery andavoidance of other corruption practices by the employees of the Company.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING:
The Company incorporates the accounting standards as and when issued by the Instituteof chartered Accountants of India. The Company Complied with the Stock Exchange and legalrequirement concerning the Financial Statements at the time of preparing them for theAnnual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Corporate Governance Report the ManagementDiscussion & Analysis Statement and the Auditors' Certificate regarding Compliance ofConditions of Corporate Governance are part of this Annual Report.
Industrial Relations during the year under review continued to be cordial.
DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI and National Stock Exchange Limited the shares of theCompany are under compulsory demat form. The Company has established connectivity withboth the Depositories i.e. National Securities Depository Limited and Central DepositoryServices (India) Limited and the demat activation number allotted to the Company is ISIN:INE997Y01019. Presently all the shares of the company i.e 100% shares are held inelectronic mode.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention Prohibitionand Redressal Act 2013):
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
Your Directors further state that no complaints regarding the sexual harassment wereraised during the year. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (3)(c) read with sub section (5) of the CompaniesAct 2013 your company's Directors based on the representations received from theManagement confirm that:
a) in preparation of the Annual Accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b) 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 and ofthe profit or loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
d) the Directors had prepared the Annual Accounts on a going concern basis; and
e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) the directors had devised proper system to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186
Particulars of Loans Guarantees and Investment made by the Company pursuant to Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
The Company has not provided directly or indirectly any loan to any other person orbody corporate or has given any guarantees or provide security in connection with loan toany other body corporate or person and acquire by way of subscription purchase orotherwise the securities of any other body corporate exceeding sixty percent of its paidup capital free reserves and securities premium account or one hundred percent of itsfree reserves and securities premium account whichever is more and hence it is outsidethe purview of Section 186 of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration Committee. The performance of the Board was evaluated by the Board afterseeking feedback from all the Directors on the basis of the parameters/criteria such asdegree of fulfillment of key responsibility by the Board Board Structures andComposition establishment and delineation of responsibilities to the Committeeseffectiveness of Board processes information and functioning Board culture and dynamicsand Quality of relationship between the Board and the Management. The performance of thecommittees' viz. Audit Committee and Nomination & Remuneration Committee was evaluatedby the Board after seeking feedback from Committee members on the basis ofparameters/criteria such as degree of fulfillment of key responsibilities adequacy ofcommittee composition effectiveness of meetings committee dynamics and quality ofrelationship of the committee with the Board and the Management.
No cases of fraud have been reported by the company during the period under review.
Number of Board Meetings
During the financial year 2020-21 4 (FOUR) Board meetings were held. The details ofthe meetings are provided in the Corporate Governance Report that forms part of the BoardReport.
The Board of Directors of your Company has established various Board committees toassist in discharging their duties. These include the Audit Committee the Nominations andRemuneration Committee the Stakeholders Relations Committee. The Board has approved theterms of reference for each of these committees. All the committees of the Board holdtheir meetings at regular intervals and make their recommendations to the Board from timeto time. The broad terms of reference of the said Committees are stated in the CorporateGovernance Report that forms part of the Board Report.
APRECIATIONS AND ACKNOWLEDGMENT
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment.
The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers distributors retailers business partnersand others associated with it as its trading partners. Your Company looks upon them aspartners in its progress and has shared with them the rewards of growth. It will be yourCompany's endeavour to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests.
Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport.
|Regd. Office: ||By Order of the Board || |
|Unit No.8/9 Ground Floor Ravikiran New Link Road Andheri [West] Mumbai - 400053 Maharashtra ||For MITTAL LIFE STYLE LIMITED || |
| ||Sd/- ||Sd/- |
| ||Brijeshkumar J Mittal ||Pratik B Mittal |
| ||Chairman & Managing Director ||Director |
|Place- Mumbai Date -27/07/2021 ||DIN:02161984 ||DIN:05188126 |