The Board of Directors are pleased to present the Company's 10th AnnualReport and the Company's audited financial statements for the financial year ended 31stMarch 2022.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March 2022 are as follow:
Amount in Rs.
|Particulars ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Revenue from Operations ||3249160652 ||3398762324 |
|Profit before tax from continuing operations ||69141825 ||77458444 |
|Tax Expenses (Including Deferred Tax) ||17806676 ||20849962 |
|Profit after Tax ||51335149 ||56608483 |
|Total Income for the year ||51335149 ||56608483 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY'S AFFAIR
During the year under review your Company achieved total revenue from operations ofRs. 3249160652/- (previous year Rs. 3398762324/-).
The profit after tax is at Rs. 51335149/- (Previous year Rs.56608482/-).
The current year the year of recovery from Covid has seen its highs and lows.
During the year Your directors had recommend Interim Dividend of Rs 0.10 Per Sharewhich was paid to the members as on Record Date 29-Oct-2021. The Board of Directors do notrecommend any final dividend.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement andconsolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund interms of Section 125 of the Companies Act 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as AnnexureA to Director's Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Risk ManagementCommittee and the Board of Directors of the Company. The Company has constituted RiskManagement Committee and its risk management policy is available on the website of theCompany.
10. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity andoperational excellence and it supports the vision of the Company "To be the mostsustainable and competitive Company in our industry". The Company's internal controlsystems are commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors and their significant audit observations and follow up actions thereon arereported to the Audit Committee.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
During the year under review your Company has not made any investment given any loanor guarantee falling within the meaning of section 186 of the Companies Act 2013 and therules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. There are no materially significant related party transactions made by the Companywith Promoters Directors or Key Managerial Personnel etc. which may have potentialconflict with the interest of the Company at large or which warrants the approval of theshareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.
However the details of the transactions with Related Party are provided in theCompany's financial statements (note 32) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy.
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which redresses complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act 2013 following is thelink for Annual Return Financial Year 2021-22. http: / /www.mokshornaments.com/#
15. NUMBER OF BOARD MEETINGS GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year the Board met 8 times on 19/05/2021 29/05/2021 06/08/202103/09/2021 20/10/2021 29/12/2021 11/02/2022 and 16/03/2022.
During the financial year a meeting of the members was held trough Postal ballot for
> Sub-Division of equity shares from the face value of Rs. 10/- each to Rs. 2/- eachper share. Accordingly 1 (One) Equity Share of the Company having a face value of Rs.10/-(Rupees Ten only) each was sub-divided into 5 (Five) Equity shares of Face Value ofRs. 2/- (Rupee Two only) each and the Authorized Share Capital of the Company of Rs.110000000/- (Rupees Eleven Crores) divided into 11000000 (One Crore Ten Lakh) EquityShares of Rs. 10/- (Rupees Ten) each was subdivided into 55000000 (Five Crore FiftyLakh) Equity Shares of Rs. 2/- each aggregating to Rs. 110000000/- (Rupees ElevenCrores)
> Alteration of the capital Clause V of the Memorandum of Association to alter sharecapital consequent to sub division of shares.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 The Board of Directors of theCompany hereby confirm:
That in the preparation of the annual accounts the applicable accountingstandards have been followed and there has been no material departure.
That the selected accounting policies were applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31st March 2022 and thatof the profit of the Company for the year ended on that date.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
That the annual accounts have been prepared on a going concern basis.
The Board has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given asAnnexure C to this report. In terms of provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofemployees drawing remuneration in excess of the limits set out in the said Rules if anyforms part of the Report.
The policy is available on the Company's website. www.mokshornaments.com.
Ms. Sangeeta Amritlal Shah is liable to retire by rotation in this ensuing AnnualGeneral Meeting and being eligible he has offered herself for reappointment.
During the financial year:
Ms. Mitwa Nayan Shah (DIN: 08869161) and Mr. Hardik Pravinbhai Makwana (DIN: 09103236)was regularised as Independent Director of the Company in the Annual General Meeting heldon 30th September 2021.
Your Directors recommend her re-appointment. Pursuant to the provisions of Section 149of the Act the Independent Directors have submitted declarations that each of them meetsthe criteria of independence as provided in Section 149(6) of the Act along with Rulesframed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.
20. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIR APPOINTMENT ANDREMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment and Remuneration of Directors which inter-alia requires thatcomposition and remuneration is reasonable and sufficient to attract retain and motivateDirectors KMP and senior management employees and the Directors appointed shall be ofhigh integrity with relevant expertise and experience so as to have diverse Board and thePolicy also lays down the positive attributes/criteria while recommending the candidaturefor the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
22. STATUTORY AUDITORS
M/s S.D. Jain & Co Chartered Accountants (Firm Registration No. 121521W) Mumbaiwas appointed as Statutory Auditor of the Company at the 8th Annual General Meeting heldon 30th September 2020 to hold the office for a term of three years till the conclusionof 11th Annual General Meeting.
23. INTERNAL AUDITORS
M/s Mr. Mukesh Mehta & Associates Chartered Accountants were appointed as internalauditors by the Board for the financial year 2021-22 and who have issued their reports onquarterly basis.
24. SECRETARIAL AUDITORS
The Company has appointed M/s. Jaymin Modi & Co. Company Secretaries asSecretarial Auditors of the Company to carry out the Secretarial Audit for the FinancialYear 2021-2022 and to issue Secretarial Audit Report as per the prescribed format underrules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report for the FY 2021-22 is annexed herewith and forms part ofthis report as Annexure D. Secretarial Audit is not applicable to the Subsidiary notbeing a material subsidiary.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules 2014 is not applicableto the Company. Maintenance of cost records as prescribed under the provisions of Section148(1) of the Companies Act
2013 was not applicable for the business activities carried out by the Company for theFY 2021-22. Accordingly such accounts and records are not made and maintained by theCompany for the said period.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Secretarial Auditor in his report have made the following observation:
Company filed certain E-forms with Registrar of Companies (MCA) with additional/latefees.
There was delay in filing of e-forms and the same has been filed with payment ofnecessary additional fees.
Apart from the above there are no qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed to this AnnualReport as Annexure E.
28. HOLDING SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding Subsidiary Joint Ventures And AssociateCompanies.
29. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors. The Company has also provided adequatesafeguards against victimisation of employees and Directors who express their concerns.
he Vigil Mechanism Policy is available at the website of the Company:www.mokshornaments.com.
30. REPORTING OF FRAUD BY AUDITORS
During the year under review the Internal Auditors Statutory Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Act details of whichneeds to be mentioned in this Report.
31. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations the performance evaluation of the Board and its Committees were carried outduring the year under review.
32. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany occurred during the financial year.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture.
34. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of CorporateGovernance and adhering to the Corporate Governance requirements as set out by Securitiesand Exchange Board of India. The Report on Corporate Governance as stipulated underregulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report. The Certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is also published inthis Annual Report as Annexure F.
35. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable. No proceedings against theCompany is initiated or pending under the Insolvency and Bankruptcy Code 2016. Thedetails of difference between amount of
the valuation done at the time of one-time settlement and the valuation done whiletaking loan from the Banks or Financial Institutions along with the reasons thereof - NotApplicable.
The Company seeks to promote highest levels of ethical standards in the normal businesstransactions guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for listedcompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and as amended from time totime. The policies are available on the website of the Company.
37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessaryprovisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extentapplicable to the Company.
38. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organisational visionis founded on the principles of good governance and delivering leading-edge productsbacked with dependable after sales services. Following the vision your Company iscommitted to creating and maximising long-term value for shareholders.
39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013 read with Companies CorporateSocial Responsibility (Policy) Rules 2014.
As per provision of Section 135 of the Companies Act 2013 read with Rule 8 ofCompanies Corporate Social Responsibility (Policy) Rules 2014 the Board has approved CSRPolicy and the Company has spent towards CSR activities details of which are provided inattached Annexure G to Director's Report.
Your Directors take this opportunity to express their sincere appreciation andgratitude for the continued co-operation extended by shareholders employees customersbanks suppliers and other business associates.
By order of the Board For Moksh Ornaments Limited
Mr. Amrit Jawanmalji Shah
Chairman & Managing Director
Date: 07th September 2022