for the Year 2022-2023
Dear Members,
Your Directors have pleasure in presenting the 26th Annual Report together
with the Audited Accounts of the Company for the year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS:
( H in Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Turnover and Other Income |
98723.91 |
49174.80 |
| Profit Before Taxation |
17616.90 |
8117.87 |
| Taxation/Deferred Tax |
5196.53 |
2415.83 |
| Profit /(Loss) after Tax |
12420.37 |
5702.04 |
| Other Comprehensive Income |
(4.07) |
3.19 |
| Total Comprehensive Income |
12416.30 |
5705.23 |
| Earning Per Equity Share (Restated) |
28.35 |
13.01 |
PERFORMANCE REVIEW AND STATE OF COMPANYS AFFAIR
During the year ended, the Company has reported revenue from operations of Rs 982.05
crores in its business registering at strong growth of 99.81 %.
The Net Profit for the year ended March 31, 2023 stood at Rs 124.20 crores translating
into a healthy annual growth of 117.82%. The Earnings per share (Restated) for the year is
H 28.35 compared to H 13.01 for the last year.
CHANGE IN THE NATURE OF BUSINESS OF COMPANY
During the year under review, there is no change in the nature of business of Company.
LISTING OF THE COMPANY
The Shares of your Company are listed on Platform of "National Stock
Exchange". The annual Listing Fees for the Year 2023-24 has been paid to the
exchange.
SHARE CAPITAL
During the year ended 31st March 2023, the company has allotted Bonus Equity
Shares to the shareholders of the company in the proportion of 1 (One) new fully paid-up
Equity Share of Face Value of Re. 10/- (Rupee Ten only) each for every 1 (One) existing
fully paid-up Equity Share of Face Value of Re. 10/- (Rupee Ten only) each. Hence the
issued, subscribed and paid-up capital of the Company as on 31st March 2023
changes to 4,381.34 Lakhs comprising of 438.13 Lakhs shares of 10/- each.
ANNUAL RETURN:
The information required pursuant to the provisions of Section 134 (3) (a) and Section
92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return for the financial year ended on March 31st,
2023 is available on the website of the Company viz. http://www.mbapl.com
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and
Sustainability Report for the financial year ended 31st March, 2023, is
provided in Annexure I forming part of this report and the same is also available on the
website of the Company.
STATUTORY AUDITORS & STATUTORY AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates, Chartered
Accountants, was appointed as the Auditor of the Company for a period of 5 consecutive
years till the conclusion of 30thAGM to be held in the year 2027.
The Auditors Report is self-explanatory and therefore, does not call for any further
comments/ clarifications and Auditors report does not contain any qualification,
reservation or adverse remarks
SECRETARIAL AUDITOR & SECRETARIAL AUDITORS REPORT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the
Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, the
company has appointed M/s Sourabh Bapna & Associates, a practicing company secretaries
to undertake the Secretarial Audit of the Company for financial year 2023-24. The Company
has received their consent for Re-appointment.
The Secretarial Audit report for financial year 2022-23 received from Sourabh Bapna
& Associates is provided in Annexure II forming part of this report. The Secretarial
Audit report does not contain any qualification, reservation or adverse remarks.
COST AUDITOR
The Company has made and maintained cost accounts and records as specified by the
Central Government under Section 148(1) of the Companies Act, 2013.
For the financial year 2022-23, M/s. K. C. Moondra & Associates, Cost Accountant
have conducted the audit of the cost records of the Company.
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit
Committee, the Board has appointed M/s K.C. Moondra & Associates, Cost Accountants
(Registration No. 101814), at such remuneration as shall be fixed by the board of
Directors of the Company to conduct the audit of the cost records of the Company for the
financial year ending 31st March, 2024. The Re-appointment and the remuneration
of the cost Auditor is required to be ratified subsequently by the Members of the Company
and further subject to the approval of the Central Government.
The Company has received their written consent and confirmation that the Re-appointment
will be in accordance with the applicable provisions of the Act and rules framed
thereunder.
INTERNAL AUDITOR & AUDITORS REPORT
As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts)
Rules, 2014, the company has Re-Appointed M/s Sourabh Bapna & Associates, Practicing
Companies Secretaries as Internal Auditor to conduct Internal Audit for the Financial Year
2023-2024.The Company has received their consent for Re-appointment.
The Internal Audit Report is received by the Company and the same is reviewed and
approved by the Audit Committee and Board of Directors for the year 2022-2023. All the
observations made by the Internal Auditors have been attended to.
INTERNAL CONTROL SYSTEM
The company has in place an adequate internal control system, which is commensurate
with the size, scale and complexity of the company. The internal auditors independently
evaluate the adequacy of internal controls and concurrently audit the majority of the
transactions in value terms. Independence of the audit compliance is ensured by the direct
reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the
Board.
During the period under review the Internal Financial Control were tested and no
reportable material weakness in the design or operation were observed.
REPORTING OF FRAUDS BY AUDITORS, IF ANY
No fraud has been reported by auditors under section 143 (12) of the companies act
2013.
RESERVES
During the year under review, The Board of Directors of the Company has not recommended
for transfer of any amount to the Reserve from surplus for the Financial Year ended March
31, 2023. An amount of 26783.52 Lakhs (previous year 16663.35 Lakhs) is proposed to be
held as Retained Earnings.
DIVIDEND
The Directors are pleased to recommend a final dividend of 0.50 per share (i.e., 5%) on
the Equity Shares of the Company of 10 each for the year ended March 31, 2023 (previous
year 0.50 per share). The dividend payout is subject to the approval of the members at the
ensuing Annual General Meeting.
The Dividend payout for the Financial Year under review is in accordance with the
Companys Dividend Distribution Policy. In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Dividend Distribution Policy of the Company is made available on the website of
the Company viz. www.mbapl.com.
DEPOSITS
The Company has not accepted any deposits covered under section 73 of the Companies
Act, 2013.
NO DEFAULT
The company has not defaulted in payment of interest and/or repayment of loan to any of
the financial institutions and/or bank.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, based on the recommendation of Nomination and Remuneration Committee,
the Board of the Directors approved the appointment of Mr. Gopal Inani (DIN: 09642942) as
an Additional Director - Independent Director, of the Company, with effect from 29th
July, 2022, which was subject to shareholders approval. Mr. Gopal Inani holds office till
the date of ensuing Annual General Meeting and is eligible for appointment, be and is
hereby appointed as an Independent Director of the Company, not liable to retire by
rotation, to hold office for a term of 5 (Five) consecutive years up to the conclusion of
the 30th Annual General Meeting.
Mr. Arvind Kothari (DIN 03268623), Independent Director of the Board resigned from
directorship of the Company with effect from w.e.f. 29th July, 2022.
In accordance with provisions of Companies Act, 2013 and Companys Articles of
Association, Sh. Praveen Ostwal (DIN: 00412207), Director of the Company, retire by
rotation and being eligible, offers himself for re-appointment. The Board recommends his
re-appointment.
Mr. Pankaj Ostwal, Managing Director of the Company, Mr. Sourabh Gupta, Whole Time
Director & Chief Financial Officer and Ms. Pallavi Sukhwal, Company Secretary of the
Company were designated as Key Managerial Personnel of the Company pursuant to Section 203
of the Companies Act, 2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy on appointment of directors, remuneration and other matters provided in
Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is
a part of this report and is also available on the Companys website at www.mbapl.com.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013. The terms and
conditions for appointment of the Independent Directors are incorporated on the website of
the Company.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and that they hold highest standards of
integrity.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors duly met 12 (Twelve) times on 30th April 2022, 30th
May 2022, 13th June 2022, 30th June 2022, 29th July 2022,
23rd August 2022, 26th September 2022, 19th October 2022,
03rd November 2022, 23rd January 2023, 02nd March 2023
and 14th March 2023 in F.Y. 2022-23 for which proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.
INSOLVENCY AND BANKRUPTCY CODE & ONETIME SETTLEMENT
The company does not make any application under the Insolvency and Bankruptcy Code,
2016 and There is no proceeding pending against the Company under the Insolvency and
Bankruptcy Code, 2016 (IBC Code).
Further, there has not been any instance of one-time settlement of the Company with any
bank or financial institution.
PARTICULARS OF EMPLOYEES
The information required pursuant to the Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company is provided in Annexure III forming part of
this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING
The details as required under section 134 (3) (m) of the Companies Act, 2013 read with
the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo are given in Annexure IV forming
part of this report.
PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186
The information required for loans given, investment made or guarantee given or
security provided during the year under section 186 of the Companies Act, 2013 read with
the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is provided in
Annexure V forming part of this report and also provided in the financial statement of the
Company (please refer Notes of the balance sheet).
RISK MANAGEMENT
Proper Risk Management Practices have been followed for the purpose of risk
identification, analysis, and mitigation planning, monitoring, and reporting. Although,
all risks cannot be eliminated, but mitigation and contingency plans are developed to
lessen their impact if they occur.
The Company has constituted a Risk Management Committee, as per the details set out in
the Corporate Governance Report. The Company has formulated a Risk Management Policy to
ensure risks associated with the business operations are identified and risk mitigation
plans put in place. Details of the key risk associated with the business are given in the
Management Discussion and Analysis Report.
COMPLIANCE WITH THE SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI), as applicable.
RELATED PARTY TRANSACTION UNDER SECTION 188
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company during the financial
year which were in the conflict of interest of the company.
Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI
in Form AOC-2 and the same forms part of this report.
Related party transactions as required under the Indian Accounting Standards are
disclosed in Notes to the financial statements of the Company for the financial year ended
March 31, 2023. The Policy on Related Party Transaction is available on the Companys
website at https://www.mbapl.com.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report, as required
pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations,
2015, is provided in Annexure VII and Annexure VIII respectively forming part of this
report.
BOARD EVALUATION:
Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing
regulations, the Board has carried out an annual performance evaluation of its own,
working of its Committees and the Directors. The Nomination and Remuneration Committee has
carried out evaluation of every Director. The Independent Directors evaluated performance
of the Non-Independent Directors, the Board as whole and the Chairperson of the Company.
COMMITTEES OF BOARD:
The Board of Directors of your Company has constituted the following committees in
terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosures Requirements), Regulation, 2015:
AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:
The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive
Director. The Chairman of the Audit Committee is financially literate and majority of them
having accounting or related financial management experience. Company Secretary acts as
Secretary to the Committee.
The following Directors are the members of Audit Committee.
| (1) Shri Bheru Lal Ostwal |
Chairman |
| (2) Shri Pankaj Ostwal |
Member |
| (3) Shri Gopal Inani |
Member |
During the year, the Committee had 4 Meetings i.e. on 30th May 2022, 29th
July 2022, 03rd November 2022, and 23rd January 2023.
NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:
In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the
Nomination and Remuneration Policy recommended by the Nomination and Remuneration
committee is duly approved by the Board of Directors of the Company. Policy is disclosed
on the website of the Company viz. www.mbapl.com
The following Directors are the members of nomination and Remuneration Committee.
| (1) Shri Bheru Lal Ostwal |
Chairman |
| (2) Shri Gopal Inani |
Member |
| (3) Shri Paras Mal Surana |
Member |
The Committee meets Twice in a year and also as and when any remuneration is to be
fixed for any Director /Managing Director and Key Managerial Personnel. During the year
the Committee had a Meetings i.e. on 29th July 2022, 26th September
2022.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The following Committee of Directors looks after the Investor Grievances:
| (1) Shri Gopal Inani |
Chairman |
| (2) Shri Pankaj Ostwal |
Member |
| (3) Shri Bheru Lal Ostwal |
Member |
During the year the 4 Stakeholder Relationship Committee Meetings were held on 30th
May 2022, 29th July 2022, 03rd November 2022 and 23rd
January 2023.
INDEPENDENT DIRECTORS COMMITTEE:
The following are the members of independent directors committee:
| (1) Shri Bheru Lal Ostwal |
Chairman |
| (2) Shri Gopal Inani |
Member |
| (3) Shri Paras Mal Surana |
Member |
During the year under review, the Independent Directors met on 30th March,
2023.
CORPORATE SOCIAL RESPONSIBILITY:
In pursuant to the provisions of section 135 and schedule VII of the Companies Act,
2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on
Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or
Programme to be undertaken by the Company as per CSR Policy for consideration and approval
by the Board of Directors. CSR Policy is disclosed on the website of the Company viz.
http://mbapl.com/pdf/CSR_Policy_MBAPL.pdf
As per provision of new enacted Company Act, 2013, the Board of Directors have formed
Corporate Social Responsibilities Committee having the following members: -
| (1) Shri Gopal Inani |
Chairman |
| (2) Shri Paras Mal Surana |
Member |
| (3) Shri Bheru Lal Ostwal |
Member |
Our Company considers social responsibility as an integral part of its business
activities and endeavors to utilize allocable CSR budget for the benefit of society.
During the year the Committee had 2 Meetings i.e. on 03rd November 2022 and
30th March 2023.
Annual Report on Corporate Social Responsibility of the Company is provided in Annexure
IX forming part of this report.
RISK MANAGEMENT COMMITTEE:
The Board of Directors of the Company have constituted a Risk Management Committee to
inter-alia, assist the Board in overseeing the responsibilities with regard to
identification, evaluation and mitigation of operational, strategic and external
environmental risks.
The following Directors are the members of Risk Management Committee.:
| (1) Shri Gopal Inani |
Chairman |
| (2) Shri Pankaj Ostwal |
Member |
| (3) Shri Bheru Lal Ostwal |
Member |
During the year the 2 Risk Management Committee Meetings were held on 29th
July 2022 and 23rd January 2023.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has established vigil mechanism policy for Directors and employees to
report concerns about unethical behavior, actual or suspected fraud or violation of
Companys Code of Conduct or Ethics Policy. Vigil Mechanism Policy is disclosed on the
website of the Company viz. http://mbapl.com/ pdf/Vigil-mechanism.pdf
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate
on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or Courts or Tribunal
which would impact the going concern status of the Company and its future operation.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
The Company does not have any Subsidiary, Joint Venture and Associate Company.
CREDIT RATINGS:
During fiscal 2023 Infomerics Valuation and Rating Pvt. Ltd. (Integrated Financial
Omnibus Metrics Research of International Corporate Systems) has assigned overall Credit
Ratings in respect of borrowings availed by the Company as ‘IVR A-/Stable.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirement
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainee) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-2023.
| No. of complaints received: |
Nil |
| No. of complaints disposed off: |
Nil |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies
Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:
a) That in the preparation of the Accounts for the Financial Year ended 31st
March 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures.
b) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of profit of the company for the year under review.
c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
d) That the Directors have prepared the accounts for the financial year ended 31st
March 2023 on a going concern basis.
e) That the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f) That the directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
HEALTH, SAFETY AND QUALITY MANAGEMENT
Your Company is ISO 9001:2015 certified and maintains high quality of product and
processes and the company is conscious about its responsibility towards the upkeep of
environment and maintenance of high safety and health standards at its work places.
ACKNOWLEDGEMENT
The Directors are thankful to the Central and State Government Departments,
Organizations and Agencies for their continued guidance and co-operation. The Directors
are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other business
associates for their excellent support and help rendered during the year. The Directors
also acknowledged the appreciation to the team of executives, staff and workers, who have
shown devotion and efficiency in performing their jobs.
For and on behalf of the Board of Directors
|
(Pankaj Ostwal) |
(Sourabh Gupta) |
|
Managing Director |
Whole Time Director & |
| Place: Bhilwara |
DIN: 02586806 |
Chief Financial Officer |
| Date: 24.04.2023 |
|
DIN: 07177647 |
+91-9892691696
