Your Directors have pleasure in submitting the Management Discussion and Analysis
Report for the year ended March 31, 2023 as under
Industry Structure & Development
Your Company, Meyer Apparel Limited is dealing in the Retailing of Mens Garments and
manufacturing through Contractor. The Industry as a whole sis feeing severe demand
compression. Indias apparel industry is in decline over the last three years facing
severe completion from other Asian countries. In addition, local demand has been subdued
and thus entire industry is under demand pressure. This has been further accentuated by
cost increases due to increase in minimum wages making local operations uncompetitive.
Segment-wise Performance
Your company operates in single segment of manufacturing of readymade garments for both
wholesale market and retail market. The industry segment was as a whole has been hit due
to the pandemic and consequently your company had much lower volumes and thin margins on
that account for past 3 years. Factory operations had to be shut due to Pandemic and are
still to revive due to lack of demand and availability of skilled labour.
The Company has generated revenue from retailing of garments and is exploring other
avenues to seek revenue.
Outlook, Risk & Concern
Your company has been forced to focus on the domestic markets for its business due to
sharp fall in price in the export market making it unviable for the company. Domestic
market being seasonal in nature, the company has been examining feasibility of the
operations on a pure domestic platform. Revival of domestic market is continuous to be the
key to sustenance of your company. Further Company is looking at alternate avenues
including retailing to support business operations.
Internal Control
The Company has adequate system of internal controls to ensure that the transactions
are properly authorized, recorded, and reported and in the FY 22-23 the company had
adopted hybrid mode i.e. work from home and at work place to give flexibility to employees
and control expenses and which reduces the manufacturing cost and helps the Company to be
competitive. Self-assessment of the processes / controls are also used as the basis of WTD
and CFO certification as required under Regulation 17(8) of the SEBI (LODR) Regulations,
2015.
Financial Performance with respect to operational performance
With all efforts, the company has increased its gross turnover by 46.7% in comparison
with the last year which is not sufficient to bring on Company at break even.
Annual Secretarial Compliance Report of Meyer Apparel Limited for the financial year
ended
31st March, 2023
We Lalit Singhal & Associates have examined:
(a) all the documents and records made available to us and explanation provided by MEYER
APPAREL LIMITED (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to make
this certification, for the year ended 31st March, 2023 (“Review
Period”) in respect of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and
the Regulations, circulars,guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made
thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities
and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued
thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations,2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations,2021;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations,2021;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(i) (other regulations as applicable) and circulars/ guidelines issued thereunder;
Annexure:
We hereby report that, during the Review Period the compliance status of the listed
entity is appended as below:
Sr.
No. |
Particulars |
Compliance Status
(Yes/No/NA) |
Observations /Remarks by PCS* |
1. |
Secretarial Standards: |
|
|
|
The compliances of the listed entity are in accordance with the
applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India
(ICSI),as notified by the Central Government under section 118(10) of the Companies Act,
2013 and mandatorily applicable. |
YES |
NA |
2. |
Adoption and timely updation of the Policies: |
|
|
|
• All applicable policies under SEBI Regulations are adopted with
the approval of board of directors of the listed entities |
YES |
NA |
|
• All the policies are in conformity with SEBI Regulationsand
have been reviewed & updated on time, as per the regulations/circulars/guidelines
issued by SEBI |
|
|
3. |
Maintenance and disclosures on Website: |
|
|
|
• The Listed entity is maintaining a functional website |
YES |
NA |
|
• Timely dissemination of the documents/ information under a
separate section on the website |
|
|
|
• Web-links provided in annual corporate |
|
|
|
governance reports under Regulation 27(2) are accurate and specific
which re- directs to the relevant document(s)/section of the website |
|
|
4. |
Disqualification of Director: |
|
|
|
None of the Director(s) of the Company is/ are disqualified under
Section 164 of Companies Act, 2013 as confirmed by the listed entity. |
YES |
NA |
5. |
Details related to Subsidiaries of listed entities have
been examined w.r.t.: |
NA |
Company has no subsidiary company during the review period |
|
(a) Identification of material subsidiary companies |
|
|
|
(b) Disclosure requirement of material as well as other subsidiaries |
|
|
6. |
Preservation of Documents: |
|
|
|
The listed entity is preserving and maintaining records as prescribed
under SEBI Regulations and disposal of records as per Policy of Preservation of
Documentsand Archival policy prescribed under SEBI LODR Regulations, 2015. |
YES |
NA |
7. |
Performance Evaluation: |
|
|
|
The listed entity has conducted performance evaluationof the Board,
Independent Directors and the Committees at the start of every financial year/during the
financial year as prescribed in SEBI Regulations. |
YES |
NA |
8. |
Related Party Transactions: |
|
|
|
(a) The listed entity has obtained prior approval of Audit
Committee for all related party transactions; or |
YES |
NA |
|
The listed entity has provided detailed reasons along with
confirmation whether the transactions were subsequently approved/ratified/rejected by the
Audit Committee, in case no prior approval has been obtained. |
|
|
9. |
Disclosure of events or information: |
|
|
|
The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of SEBILODR Regulations, 2015 within the time limits
prescribed thereunder. |
YES |
NA |
10. |
Prohibition of Insider Trading: |
|
|
|
The listed entity is in compliance with Regulation 3(5) &3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015. |
YES |
NA |
11. |
Actions taken by SEBI or Stock Exchange(s), if any: |
|
|
|
No action(s) has been taken against the listed entity/its promoters/
directors/ subsidiaries either by SEBIor by Stock Exchanges (including under the Standard
Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and
circulars/ guidelines issued thereunder except as provided underseparate paragraph herein
(**). |
YES |
NA |
12. |
Additional Non-compliances, if any: |
|
|
|
No additional non-compliance observed for any
SEBIregulation/circular/guidance note etc. |
YES |
NA |
Compliances related to resignation of statutory auditors from listed entities and their
material subsidiaries asperSEBI Circular CIR/CFD/CMD1/114/2019 dated 18^ October, 2019:
Sr.
No. |
Particulars |
Compliance
Status
(Yes/No/NA) |
Observation
s
/Remarks by PCS* |
1. |
Compliances with the following conditions while
appointing/re-appointing an auditor |
|
i. If the auditor has resigned within 45 days from the end of a
quarter of a financial year, the auditor before such resignation, has |
|
|
|
issued the limited review/ audit report for such quarter;
or |
|
|
|
ii. resigned after 45 days from the end of a
quarter of a financial year, the auditor before such resignation, has issued the limited
review/ audit report for such quarter as well as the next quarter; or |
|
|
|
iii. If the auditor has signed the limited review/
auditreport for the first three quarters of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for the last quarter of such
financial year as well as the auditreport for such financial year. |
NA |
Auditor of the company has not resigned during the review period |
2. |
Other conditions relating to resignation of statutory
auditor |
|
i. Reporting of concerns by Auditor with respect to
the listed entity/its material subsidiary to the AuditCommittee: |
|
|
|
a. In case of any concern with the management of
the listed entity/material subsidiary such as nonavailability of information /
noncooperation by the management which has hampered the audit process, the auditor has
approachedthe Chairman of the Audit Committee of the listed entity and the Audit Committee
shall receive such concern directly andimmediately without specifically waiting for the
quarterly Audit Committee meetings. |
NA |
The Statutory Auditor of the company has not resigned during the review
period |
|
b. In case the auditor proposes to resign, all
concerns with respect to the proposed resignation, along with relevant documentshas been
brought to the notice of the Audit Committee. In cases where the proposed resignation is |
|
|
|
due to non-receipt of information / explanation from the
company, the auditor has informed the Audit Committee the details of information /
explanation sought and not provided by the management, as applicable. |
|
|
|
c. The Audit Committee / Board of Directors, as the
case may be, deliberated on the matter on receipt of such information from the auditor
relating to the proposal to resign as mentioned above and communicate its views to the
management and the auditor. |
|
|
|
ii. Disclaimer in case of non-receipt ol information: |
|
|
|
The auditor has provided an appropriate disclaimer in its
audit report, which is in accordance with the Standards of Auditing as specified by ICAI /
NFRA, in case where the listedentity/ its material subsidiary has not provided information
as required by the auditor. |
|
|
3. |
The listed entity / its material subsidiary has obtained
information from the Auditor upon resignation, in the format as specified in Annexure- A
in SEBI Circular
CIR/CFD/CMD1/114/2019 dated 18th October, 2019. |
NA |
Auditor of the company has not resigned during the review period |
““Observations /Remarks by PCS are mandatory if the Compliance status is
provided as ‘No or ‘NA
(a) (**) The listed entity has complied with the provisions of the above Regulations
and circulars/ guidelinesissued thereunder, except in respect of matters specified below:
Sr.
No. |
Compliance Requirement (Regulations/ circulars/ guidelines including
specific clause) |
Regu lation/
Circular
No. |
Deviations |
Action Taken
by |
Type of Action |
Details of Violation |
Fine Amount |
Observations/ Remarks of the Practicing Company Secretary |
Man age
ment
Re
sponse |
Re marks |
NOT APPLICABLE |
(b) The listed entity has taken the following actions to comply with the observations
made in previous reports:
Sr.
No. |
Com pliance
Require
ment
(Regu
lations/
circulars/
guide
lines
including
specific
clause) |
Regu lation/
Circular
No. |
Deviations |
Action Taken
by |
Type of Action |
Details of Violation |
Fine Amount |
Observations/ Remarks of the Practicing
Company
Secretary |
Man age
ment
Re
sponse |
Re marks |
1 |
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements ) Regulations, 2015; |
Regulation 29(2)/29(3) |
Not Applicable |
BSE Limited |
Fine |
Delay in furnishing
prior
intimation about the meeting of the board of directors as on 11*
November, 2021 |
Rs. 10,000 per instance of uon-
compliance per item |
Listed Company has sent the Suitable reply to Exchange
and request for waiver of fine. |
Company has sent the Suitable
reply |
Penalty amount has been paid by the company |
Place: New Delhi |
For Lalit Singhal & Associates |
Date: 28th April, 2023 |
Company Secretaries |
|
Sd/- |
|
Lalit Singhal |
|
Proprietor |
|
ACS: 55287 |
|
COP: 20472 |
|
UDIN: A055287E00021973 |
+91-9892691696
