TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED
Your Directors have pleasure to present their 30th Directors Report
together with the audited Financial Statements of the Company for the year ended 31st
March, 2023. In compliance with the Companies Act, 2013 the Company has made all requisite
disclosures in the Board Report with the objective of accountability and transparency in
its operations and to make you aware about its performance and future perspective.
1. FINANCIAL RESULTS
(Rs. in Lakh)
Particulars |
2022-2023 (April22 to March23) |
2021-2022 (April21 to March22) |
Gross Sales & Other Income |
673.04 |
503.56 |
Exceptional Items- Gain/ (Loss) |
|
|
Profit/(Loss) before interest, depreciation, exceptional items &
taxes |
(162.89) |
(102.42) |
Less : Interest & Finance Charges |
3.80 |
1.73 |
: Depreciation |
1.69 |
2.73 |
: Taxes including Deferred taxes |
0.00 |
0.00 |
Profit/(Loss) after tax but before exceptional items |
(168.38) |
(106.88) |
Profit/(Loss) after tax and exceptional items |
(168.82) |
(106.35) |
affair of the company. Pursuant to Section 134(5) and 134(3) (c) of the Companies Act,
2013 and based upon the detailed representation, due diligence, inquiry thereof, and to
the best of their knowledge and ability, the Board of your Directors states:
(a) That in the preparation of the annual accounts, the applicable Indian accounting
standards (IND AS) had been followed along with proper explanation relating to material
departures, if any;
(b) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company as at 31st
March 2023 and of the profit and losses of the company for that period;
(c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventingand detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going concern basis; and
(e) That based on the framework of Internal financial control and compliance systems
established and maintained by the Company, work performed by the internal, Statutory and
Secretarial Auditors report and external consultants and the reviews by the management
and the Board committees, the Board is of the opinion that the Companys internal
financial controls are adequate and were operating effectively during the financial year
2022-23.
(f) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
6, DIRECTORS
As on 31st March 2023, the Board of Directors comprises of four Directors
which includes Two Independent Director, one Whole-Time Director & one Non-Executive
Director.
All Directors except Independent Directors are liable to retire at every Annual General
Meeting as per Articles of Association of the Company.
Ms. Anjali Thukral (DIN: 01460179) is liable to retire at the forthcoming AGM and being
eligible has offered herself for re-appointment.
Mr. Gajender Kumar Sharma, Whole Time Director (DIN: 08073521) is liable to retire at
the forthcoming AGM and being eligible has offered himself for re-appointment, he has been
reappointed w.e.f 24th May 2023 till the next Annual General Meeting F.Y 2024,
subject to shareholder approval.
7. INDEPENDENT DIRECTORS
As on 31st March 2023, there were Two Independent Director, namely, Ms.
Swastika Kumari (DIN: 07823199) and Ms. Meenakshi Goyal (DIN: 07177126).
Declarations of fulfilment of the criteria of independence have been obtained from both
of Independent Directors.
8. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are, namely
Mr. Gajender Kumar Sharma, Whole Time Director & Chief Financial Officer
Mr. Vijay Kumar Garg as Company Secretary (from 28th June 2021 to 31st
May, 2022)
Ms. Charu Sharma, appointed as Company Secretary & Compliance Officer w.e.f 01st
July, 2022
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-2023, total four meetings of the Board of Directors were
held. The intervening gap between the two meetings was within the period as prescribed
under the Companies Act, 2013. Further details of the meetings of the Board have been
given in the Corporate Governance Report which forms part of this Board report.
10. BOARD EVALUATION
The Board of Directors have carried out annual evaluation of performance of its own,
its committees and Individual Directors after seeking inputs from all the directors and
its committee members regarding composition of the Board and its Committees, effectiveness
of processes of meetings, information and functioning, etc of the Board, its Committees
and Individual Directors.
The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of the Individual Directors on the basis of certain criteria, such as, the
contribution of the Individual Director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key
aspects of her role. In a separate meeting of Independent Directors held on 18th
March 2023, performance of Non-Independent Directors, performance of the Board as a whole
and performance of the Chairperson was evaluated, taking into account the views of
individual Directors. The same was discussed in the board meeting held subsequent to the
meeting of Independent Directors.
11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Companys policy on Appointment and Remuneration of Directors and senior management has
been provided in the Corporate Governance Report which forms part of this report.
12. AUDIT COMMITTEE
Details pertaining to composition of the audit committee are included in the Corporate
Governance Report, which forms part of this report. Board has accepted all recommendations
as made by the audit committee from time to time during the current year 2022-23.
13. INTERNAL FINANCIALS CONTROL SYSTEMS
The Company has maintained adequate financial control systems and procedures,
commensurate with the size, scale and complexity of its operations with reference to
financial statements. Such controls have been examined by the internal and external
auditors and no reportable material weakness in the design or operation were observed
during the financial year.
14. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of report.
15. AUDITOR AND AUDITORS REPORT
M/s Khandelwal Jain & Co, Chartered Accountants, was appointed to hold office for 2nd
term as Statutory Auditor from the conclusion of the forthcoming 29th Annual
General Meeting till the conclusion of 34th Annual General Meeting of the
Company.
M/s Khandelwal Jain & Co, Chartered Accountants conducted the statutory audit. The
observations made in the auditors report read together with the relevant notes thereon,
are self-explanatory and hence do not call for any furthercomments under Section 134(3)(f)
of the Companies Act, 2013.
There is no such significant material order passed by the regulators/courts or any
tribunals in respect to the company during the financial year.
There is no fraud in the Company during the financial year ended 31st March,
2023. This is also being supported by thereport of the auditors of the company as no fraud
has been reported in their audit report for the financial year ended 31st
March, 2023.
16. SECRETARIAL AUDITORS REPORT
M/s Lalit Singhal & Associates, Practicing Company Secretaries conducted the
Secretarial Audit. The Secretarial Auditors report in prescribed form MR-3 is annexed as
Annexure-I to this report.
The observations made in the Secretarial auditors report are self-explanatory and
hence do not call for any further comments under Section 134(3) (f) of the Companies Act,
2013.
17. RISK MANAGEMENT
In terms of the Listing regulation, though not mandatory required, the management of
the Company has duly adopted the Risk Management Policy as per the requirement of the
Companies Act, 2013. Further, they had taken adequate carein its implementation by
identifying various element of risk which may cause serious threat to the existence of the
Company. The Risk Management Committee is responsible for reviewing the risk management
plan and ensuring its effectiveness. The Committee has additional oversight in the area of
financial risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis. The development
and implementation of risk management policy has been covered in the management discussion
and analysis, which forms part of this report.
18. VIGIL MECHANISM UNDER SECTION 177(91 OF THE ACT
Companys policy on Vigil Mechanism for Directors and employees has been provided in
the Corporate Governance Report which forms part of this report.
19. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees and not made any investments covered
under the provisions of section 186 of the Companies Act, 2013.The particulars of loans,
guarantees and investment have been made in the financial statements.
20. RELATED PARTY TRANSACTIONS
There was no material related party transaction during the financial year 2022-23
accordingly NIL Form AOC 2 enclosed as Annexure-II to this report.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility provisions as per Section 135 of Companies Act,
2013 are not applicable to the Company but the company has taken the requisite steps to
comply with the recommendations concerning Corporate Social Responsibility.
22. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return required under Section 134(3) (a) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 has
been furnished in prescribed form MGT 9 in Annexure III to this report.
23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO
The particulars required to be disclosed under the Section 134(3) (m) of the Companies
Act, 2013 relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo are provided in Annexure IV to this Report.
24. PARTICLUARS OF EMPLOYEES
None of the employees who have worked throughout the year or a part of the financial
year were getting remuneration in excess of the threshold mentioned under Section 197(12)
of the Act read with Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014.
The information required under Section 197 (12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration) Rules, 2014 have been given in
Annexure-V to this report.
25. CORPORATE GOVERNANCE REPORT
The Company being a listing entity is committed to maintain the highest standards of
Corporate Governance and adhereto the Corporate Governance requirements set out under the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has
also implemented several best Corporate Governance practices as prevalent in the industry.
A separate report on Corporate Governance compliance is annexed as Annexure - VI as
part of this report and the Certificate from M/s. Khandelwal Jain & Co. Chartered
Accountants confirming compliance with the requirements of Corporate Governance as
stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is
annexed as Annexure-VII to this report.
In compliance with the Corporate Governance requirements, the company has implemented a
code of conduct for all its Board members and Senior Management employees, who have
affirmed
compliance thereto. The said Code of Conduct has been posted on the Companys website.
A declaration to this effect signed by the Whole-Time Director (WTD) of the Company is
annexed as Annexure-VIII to this report.
26. MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis, as required by the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 although dealt with in various sections of
this Report, is annexed as Annexure- IX to this report. The Whole-Time Director
& Chief Financial Officer (CFO) have certified to the Board with regard to the
financial statements and other matters as required under clause 17(8) SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the said certificate is
annexed as Annexure-X to this report.
27. OTHER DISCLOSURES
A. During the year under review, the Company has not accepted nor renewed any deposits
from public under the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no
amount was outstanding on balance sheet date.
B. No equity shares with differential rights have been issued during the current year
2022-23.
C. No sweat equity shares have been issued during the Financial Year 2022-23.
D. No provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees has been made by the Company during the Financial
Year 2022-23.
E. Your Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (POSH). Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All employees (including
permanent, contractual, temporary and trainees are covered under this policy. No case of
sexual harassment has been noticed during the period under consideration. The Company has
filed the Annual Report for the year ended 31st December 2022 with Dist.
Collector, Gurugram as required under POSH.
F. The equity shares of the Company are listed on the Bombay Stock Exchange Limited
(BSE) and the annual listing fees for the year 2022-2023 has been paid during the year.
G. Director Non-Disqualification Certificate pursuant to Regulation 34(3) and Schedule
Y Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 issued by Lalit Singhal & Associates Company Secretaries in
Practices in Annexure XI for the Financial Year 2022-23.
H. Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 issued by Lalit Singhal &
Associates Company Secretaries in Practices in Annexure XII for the Financial Year
2022-23.
28. ACKNOWLEDGMENT
Your Directors wish to express their sincere appreciation to the committed services by
all the employees at all levels to the company.
The Directors take this opportunity to express their appreciation of the support and
co- operation received from all the stakeholders, customers, dealers, suppliers, Bankers
of the company and all the various departments of Central and State Governments.
By Order of the Board for Meyer Apparel Limited
|
Sd/- |
Place: Gurugram |
Anjali Thukral |
Dated: 24th May 2023 |
Chairperson & Non- Executive Director |
+91-9892691696
