To,
The Members,
MINAL INDUSTRIES LIMITED
Your Directors take pleasure in presenting their 35th Annual
Report of the Company along with the Audited Financial Statements, for the period ended 31st
March, 2023.
1. FINANCIAL RESULTS:
The financial Results are briefly indicated below:
(Amount in Lakhs)
Particulars |
Consolidated |
Standalone |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Revenue from operation |
2,679.79 |
2823.62 |
429.54 |
73.23 |
| Other Income |
233.79 |
229.79 |
60.29 |
56.63 |
Total Income |
2,913.62 |
3053.41 |
489.83 |
129.86 |
| Total Expenditure |
2,943.71 |
2954.11 |
391.79 |
92.47 |
Net Profit Before tax |
(30.09) |
99.30 |
98.04 |
37.40 |
| Less: Tax Expenses |
|
|
|
|
| Current Tax |
0.00 |
0.00 |
0.00 |
0.00 |
| Deferred Tax |
1.73 |
32.91 |
(1.99) |
1.46 |
| MAT Credit |
0.00 |
0.00 |
0.00 |
0.00 |
Net Profit After Tax |
(31.82) |
66.39 |
100.04 |
35.94 |
2. REVIEW OF FINANCIAL OPERATIONS:
During the year the company reported revenue from operation amounting
to Rs.429.54/- and other Income of Rs.60.29/- in Standalone Financial Statement as
compared to Other Income of Rs. 129.86/- in Previous Financial Year. The company incurred
an expenditure of Rs.391.79/- for the current financial year as compared to Rs.92.47/- in
previous year. During the year, Company has reported a net Profit of Rs. 35.94/- as
compared to previous years net Profit of Rs.100.04/- in Standalone Financial
Statement.
3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:
As required under Regulation 34 of the Listing Regulations, a Cash Flow
Statement and consolidated Financial Statement forms part of the Annual Report.
4. SUBSIDIARIES:
A separate statement containing the salient features of financial
statements of all subsidiaries of your Company forms part of consolidated financial
statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013. As on 31st March, 2023, Company has following subsidiaries Companies.
1. Minal International FZE 2. Minal Info jewels Ltd 3. M/S RSBL Jewels
5. DIVIDEND AND TRANSFER TO RESERVES:
Considering the financial results of the Company for 2022-23 and the
unsettled business environment, the Company is unable to declare a dividend for the
current year. No amount is being transferred to reserves during the year under review.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:
There was no transfer during the year to the Investor Education and
Protection Fund in terms of Section 125 of the Companies Act, 2013.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company, during
the year under review.
8. PUBLIC DEPOSITS:
During the year under review, your Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
9. LISTING FEES:
Being listed at BSE Limited, Mumbai, the Company has duly paid the
listing fees. The Equity Shares of the Company are listed on the BSE Limited, Mumbai.
However, the trading of Shares has been suspended by BSE w.e.f. 21st December,
2015. However, the company has been granted in-principal approval for revocation of
suspension in trading of securities of company on 14-12-2022 and the company has also
received post approval for revocation of suspension in trading of equity shares of company
on 31-05-2023 and the suspension of trading in equity shares was revoked and trading in
shares was started w.e.f. 08-06-2023.
10. SHARE CAPITAL:
The paid-up equity share capital of your company stood at Rs.
38,38,01,300 consisting of 19,19,00,650 equity shares of Rs. 2/- each fully paid-up.
During the year under review, the Company has not issued shares with differential voting
rights nor has granted any stock options or sweat equity. As on 31st March, 2023, none of
the Directors of the Company hold instruments convertible into equity shares of the
Company.
11. WHISTLE BLOWER:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time
to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy
("Policy") to enable Directors and employees to report genuine concerns or
grievances, significant deviations from key management policies and reports on any
non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law,
inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at
Companys Website www.minalindustrieslimited.in
12. PARTICULARS OF EMPLOYEES:
There are no employees in the Company, who if employed throughout the
financial year, were in receipt of remuneration, whose particulars if so employed, are
required to be included in the report of the Directors in accordance with the provisions
contained under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Amulbhai Jethabhai Patel (DIN: 00183464), has tendered his
resignation as the Independent Director of the Company, with effect from August 26, 2023,
citing preoccupation and other personal commitments. Consequently, he shall also cease to
be a Member of the Audit Committee, Nomination and Remuneration Committee &
Stakeholders Relationship Committee of the Company.
Mr. Subham Chand Jain. (DIN-10293473) is appointed as the Independent
Director of the Company, with effect from August 26, 2023.
The term of his appointment as an Independent Director will be for a
period of 5 (five) years, subject to the approval of shareholders in the ensuing Annual
General Meeting.
Simultaneously appointed him as a member of the Audit Committee,
Nomination and Remuneration Committee, Stakeholder and Relationship Committee of the
Company with immediate effect.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if any.
Key Managerial Personnel
As on March 31, 2023, the following were Key Managerial Personnel
("KMP") of the
Company as per Sections 2(51) and 203 of the Act:
1. Shri. Shrikant Jesinglal Parikh, Managing Director & CEO.
2. Ms. Harshala Keshav Karangutkar, CFO.
3. Mr. Piyush Harish Talyani, Company Secretary.
14. NUMBER OF BOARD MEETINGS:
During the financial year, the Board of Directors had met 5 (five)
times on 30th May, 2022, 9th August, 2022, 1st September, 2022, 14th November, 2022 and
14th February, 2023.
15. COMMITTEES OF THE BOARD:
As required under the Act, and the Listing Regulations, the Company has
constituted the following statutory committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The Composition of Audit Committee as on March 31, 2023.
NAME |
COMPOSITION |
| Mr. Shankar Prasad Bhagat |
Non-Executive - Independent Director,
Chairperson |
Mr. Amulbhai Jethabhai Patel |
Non-Executive - Independent
Director, Member (upto 26-08-2023) |
Ms. Sona Akash Parikh |
Non-Executive -
Non-Independent Director, Member |
Mr. Subham Chand Jain. |
Non-Executive - Independent
Director, Member (w.e.f. 26-08-2023) |
The Composition of Nomination and Remuneration Committee is as Follows.
NAME |
COMPOSITION |
| Mr. Shankar Prasad Bhagat |
Non-Executive - Independent Director,
Chairperson |
| Mr. Amulbhai Jethabhai Patel |
Non-Executive - Independent Director,
Member(w.e.f. 26-08-2023) |
| Ms. Sona Akash Parikh |
Non-Executive Non-Independent Director,
Member |
| Mr. Subham Chand Jain. |
Non-Executive - Independent Director, Member
(w.e.f. 26-08-2023) |
The Composition of Stakeholders Relationship Committee:
NAME |
COMPOSITION |
Ms. Sona Akash Parikh |
Non-Executive -
Non-Independent Director, Chairperson |
Mr. Shankar Prasad Bhagat |
Non-Executive - Independent
Director, Member |
Mr. Amulbhai Jethabhai Patel |
Non-Executive - Independent
Director, Member (w.e.f. 26-08-2023) |
Mr. Subham Chand Jain. |
Non-Executive - Independent
Director, Member (w.e.f. 26-08-2023) |
16. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
a) In the preparation of the Annual financial statements for the year
ended 31st March, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any.
b) 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 at the end of the financial year and of
the profit of the Company for that period.
c) Have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) Have prepared the Annual accounts on a going concern basis.
e) Have laid down proper internal financial controls to be followed by
the company and that such financial controls are adequate and are operating effectively.
f) Have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
17. AUDITORS:
(a) STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 and Rules made
thereunder, the Company at its 32nd AGM appointed M/s. HPVS & Associates, Chartered
Accountants, (Firm registration No: 137533W) as the Statutory Auditors of the Company for
a period of 5 years from the conclusion of 27th AGM until the conclusion of 36th
AGM of the Company. The Company has received confirmation from the Auditors that they are
eligible to continue as the statutory auditors of the Company. Pursuant to amendments in
Section 139 of the Companies Act, 2013, the requirements to place the matter relating to
such appointment for ratification by Members at every AGM has been done away with. The
Reports given by M/s. HPVS & Associates, Chartered Accountants on the financial
statements of the Company for FY 2022-23 are part of the Annual Report.
(b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN &
Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the
Company for the financial year 2022-2023. The Secretarial Audit Report (MR-3) signed by
Mr. Prakash Naringrekar (ACS No: 5941), Partner, HSPN & Associates, LLP, Company
Secretaries for the year ended on 31st March, 2023 is self-explanatory and is
annexed herewith as "Annexure
A".
(c) INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, the Company has appointed M/s. R. H. Modi & Co., Chartered
Accountants as the Internal Auditors of the Company for Financial Year 2022-2023.
(d) COST AUDITORS
For the FY 2022-23, cost audit is not applicable to the Company.
18. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS:
The Auditors Report does not contain any qualifications,
reservations or adverse remarks. Report of the secretarial auditor is given as an
‘Annexure which forms part of this report.
Further explanation/comments on the observation of Secretarial Auditors
is as under:
The unpaid dividend amount of Rs.1,84,481(Rupees One Lakh
Eighty-Four Thousand Four Hundred and Eighty-One Only) which was required to be
transferred to the Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act 2013 and the rules made thereunder has not been
transferred.
Pursuant to Section 39(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has not transferred unclaimed
shares to separate suspense account.
The Company has not charged interest on Intercorporate loan pursuant
to section 186(7) of the Companies, Act, 2013, during the year.
During the period under review, 100% Promoters holding was not in
Demat. However, as on signing this Report, the 100% Promoters holding is in Demat form.
Director Comment: The Company is in the process of complying with the
same.
19. CONSOLIDATED FINANCIAL STATEMENTS
According to Section 129(3) of the Act, the consolidated financial
statements of the Company and its subsidiaries, joint ventures, and associates are
prepared in accordance with the relevant Indian Accounting Standard specified under the
Act, and the rules thereunder form part of this Annual Report. A statement containing the
salient features of the financial statements of the Companys subsidiaries, joint
ventures, and associates in Form no. AOC-1 is given in this Annual Report Annexure
- B.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements along with other relevant documents, in respect of subsidiaries, are
available on the website of the Company, at the link:
https://www.minalindustrieslimited.in.
20. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee under Section 143(12) of the Act,
details of which needs to be mentioned in Directors Report.
21. COST RECORDS AND COST AUDIT:
Maintenance of cost records as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 was not applicable for the business activities
carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are
not made and maintained by the Company for the said period.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the
year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to
this Annual Report as ‘Annexure C.
23. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company as at March 31, 2023 is uploaded on the
website of the Company and can be accessed at website of the Company
www.minalindustrieslimited.in.
24. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES
AND
OF INDIVIDUAL DIRECTORS:
During the year, the Board adopted a formal mechanism for evaluating
its performance and as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a structured evaluation
process covering various aspects of the Boards functioning such as composition of the
Board & committees, experience & competencies, performance of specific duties
& obligations, governance issues etc. Separate exercise was carried out to evaluate
the performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc. The evaluation of the
Independent Directors was carried out by the entire Board and that of the Chairman and the
Non-Independent Directors were carried out by the Independent Directors. The Directors
were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company. The performance of Board, its Committees and
Individual Director were reviewed during the year pursuant to Section 134(3)(p) of the
Companies Act, 2013.
25. CORPORATE GOVERNANCE REPORT:
The Company has complied with the corporate governance requirements
under the Act, and the Listing Regulations. A separate section on Corporate Governance
along with a certificate from the practicing Company Secretary confirming compliance forms
an integral part of this Annual Report Annexure D.
26. PARTICULARS OFF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information in accordance with the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed as
"Annexure to this Report Annexure E."
27. CEO/CFO CERTIFICATION:
Certificate of CEO/CFO of the Company on Financial Statements, Cash
Flow Statement for the period ended March 31, 2023 and Certificate of CEO for compliance
with Code of Conduct by Board members and Senior Management personnel on Annual basis are
enclosed herewith as
‘Annexure F.
28. PARTICULARS OF LOAN, GURANTEES OR INVESTMENT:
The particulars of loans, guarantees, and investments covered under the
provisions of Section 186 of the Act have been disclosed in the financial statements.
29. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
In terms of provisions of Section 149(7) of the Companies Act, 2013,
all the Independent Directors of the Company have furnished a declaration to the
Compliance Officer of the Company at the meeting of the Board of Directors stating that
they fulfill the criteria of Independent Director as prescribed under Section 149(6) of
the Companies Act, 2013 and are not being disqualified to act as an Independent Director.
In terms of Regulation 25 sub-regulation 7 of the SEBI (LODR) Regulations 2015, the
Company has adopted a familiarization programme for Independent Directors.
30. MEETING OF INDEPENDENT DIECTORS:
The Independent Directors met once on February 14, 2023 during the year
to review the working of the Company, its Board and Committees. The meeting decided on the
process of evaluation of the Board and Audit Committee. It designed the questionnaire on
limited parameters and completed the evaluation of the Board by Non-Executive Directors
and of the Audit committee by other members of the Board. The same was compiled by
independent authority and informed to the members.
31. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program aims to provide Independent Directors with
the industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes. The policy on Companys
familiarization program for
Independent Directors is posted on Companys website at
www.minalindustrieslimited.in
32. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee
pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013.
Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and
Remuneration Committee has formulated the criteria for determining qualifications,
positive attributes and independence of a Director and recommended to the Board the
policy, relating to the remuneration of directors, key managerial personnel and other
employees. The policy is available at Companys website
www.minalindustrieslimited.in.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions are entered on arms length
basis, in the ordinary course of business and are in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There are no materially significant related party
transactions made by the Company with Promoters,
Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure
in terms of Section 134 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 the Companys financial statements
in accordance with the
Accounting Standards. The Related Party Transactions Policy as approved
by the Board is uploaded on the Companys website at www.minalindustrieslimited.in.
34. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Directors hereby confirm that the Company has complied with the
necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to
the extent applicable to the Company.
35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Board hereby reports that the Internal Financial Controls were
reviewed by the Audit Committee and adequate Internal Financial Controls existed in the
Company with respect to the Financial Statements for year ended on 31st March, 2023 and
the Internal Financial Controls are operating effectively commensurate with size and
nature of business operations.
36. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed also discussed at the meetings of
the Audit Committee and the Board of Directors of the Company.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE:
During the year there were no instances of any significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and companys operations in future.
The BSE (Bombay Stock Exchange) had suspended for trading in the equity
shares of the Company w.e.f. 21st December, 2015 due to penal reason. The
company had also made an application for revocation of suspension of trading in equity
shares of the company. Accordingly, the company has been granted In Principle approval for
revocation of suspension in trading of securities of company on 14th December, 2022 and
the Company has also received post approval for revocation of suspension in trading of
equity shares was revoked and trading in shares was started June 8 2023.
38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the year under review, no material changes and commitments
occurred which affect the financial position of the company.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has duly set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual
harassment.
The following is a summary of sexual harassment complaints received and
disposed of during the year 2022-23.
i) No of complaints received : Nil ii) No of complaints disposed of :
Nil
40. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation to the
shareholders for the confidence reposed by them in the company and for the continued
support and co-operation extended by them. Your Directors also wish to place on record
their deep sense of appreciation for the continuing support and efforts of Vendors,
Dealers, Business Associates and Employees received during the period ended 31st March,
2023.
By Order of the Board of Directors Minal Industries Limited
|
Sd/ |
| Date: 23rd October 2023 |
Shrikant J Parikh |
| Place: Mumbai. |
(DIN: 00112642) |
|
Chairman & Managing Director |
+91-9892691696
