M K Exim (India) Ltd Directors Report

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M K Exim (India) Ltd Share Price directors Report

TO

THE MEMBERS OF M.K. EXIM (INDIA) LIMITED

Your Directors have pleasure in presenting their 31st Annual Report and the audited financial statements for the financial year ended on 31st March 2023.

STANDALONE FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

(Rs. in Lakhs)

Particulars

Year ended 31.03.23 Year ended 31.03.22

Income from operations

10703.68 7424.92

Profit before finance cost and Depreciation

2271.63 1846.44

Finance cost

20.51 34.17

Depreciation & amortization Expenses

31.31 28.69

Profit before tax

2219.81 1783.58

Taxation

583.73 459.01

Profit after tax

1636.08 1324.57

Balance brought forward from previous year

69.19 2029.04

Less Dividend

--- ---

Less Transfer to General Reserve

--- 3300.00

Disposable surplus available after adjustments

1705.27 53.60

Balance carried to balance sheet

1705.27 53.60

Earning per share

-Basic

6.08 4.92

-Diluted

6.08 4.92

OPERATIONAL REVIEW:

The high lights of the Companys performance are as under:

During the year under review, the total revenue of the company has improved by 44% i.e. Rs.10703.68 Lakhs as compared to Rs. 7424.92 Lakhs in the previous year. The Companys division of distributorship of cosmetics (FMCG) products contributed revenue Rs. 7461.07 Lakhs during the year. The profit after tax is Rs. 1636.08 Lakhs for the year under report compared to Rs. 1324.57 Lakhs for the financial year ended 31st March 2022, an increase of about 24%. The sales by way of exports are Rs. 2904.51 Lakhs during the year ended 31st March 2023 compared to Rs. 2103.01 Lakhs in the previous year. Export sales constitute about 27% of the total revenue during the year.

Change in nature of business, if any

The Company is engaged in business of export of fabrics and distributorship of Cosmetics (FMCG) products consisting of personal care and personal hygiene products of internationally reputed brands, pan India.

During the reporting period 2022-23 there is no change or addition of in nature of business of the company.

DIVIDEND DISTRIBUTION & TRANSFER TO RESERVES:

M.K. Exim has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. M.K. Exim has a well-defined dividend policy which ensures the availability of sufficient distributable income to its members as per Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the listing regulations).

With a view to conserve the resources for the business of the Company, during the financial year your Board do not recommended dividend for the financial year ended 31st March 2023.

Further, the Board of Directors have decided to retain the entire amount of profit for Financial Year 2022-23 in the Statement of Profit & Loss as at March 31, 2023.

Your Board doesnt propose to transfer any amount to General Reserve for the financial year ended on March31, 2023.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on 31st March, 2023 was Rs. 2691.15 Lakhs comprising 26911500 equity shares of Rs. 10 each. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any stock options or sweat equity. None of the directors of the Company hold instruments convertible into equity shares during the financial year ended 31st March, 2023.

FINANCE & ACCOUNTS:

The Company prepares its financial statements in accordance with the requirements of the Companies Act 2013 (hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards ("IndAS"). The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the financial year ended 31st March, 2023.

Cash and cash equivalents as at March 31, 2023 was Rs. 902.37 Lakhs.

The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.

PERFORMANCE HIGHLIGHTS:

(a) Share Capital

The Authorized Share Capital of the Company is 30,00,00,000/- comprising of 3,00,00,000 equity shares of Rs. 10/- each. The paid- up share Capital of the Company is Rs. 26,91,15,000/- comprising of 2,69,11,500 Equity shares of Rs. 10/- each.

(b) Loan funds

During the year the Secured Loan of the Company was decreased by 38.75%, i.e. from Rs. 396.18 Lakhs to Rs. 242.64 Lakhs.

(c) Sales

During the year the turnover of the Company has increased by 42%, i.e. from Rs. 7318.27 Lakhs to Rs. 10365.58 Lakhs, the board is making their possible efforts to improve the performance of the company during the current financial year.

DEPOSITS:

During the financial year under review, the company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report. There have been no changes, which affects the financial position of the Company.

As such there is no significant and material order by the regulator/court/tribunal impacting the going concern status and the Company operation in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.

M/s Rishabh Agrawal & Associates the statutory auditors of the company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

The internal audit is entrusted to R Attar & Company, Chartered Accountants. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure-E of this Report.

The Company complies with the provisions of section 135 of the Companies Act, 2013, has framed, and implemented a CSR policy, which is available on the website of the Company at www.mkexim.com.

The CSR committee of the Company comprises of five directors including one independent director. The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

i. The Company has committed to conserve energy, improve energy efficiency through reduction of wastage and optimum utilization.

ii. Steps taken for utilizing alternate sources of energy: Nil

iii. Capital investment on energy conservation: Nil

B. TECHNOLOGY ABSORPTION:

The Company has no technology agreement and the issue of technology absorption does not arise.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange earnings: Rs. 2904.51 Lakhs Foreign Exchange out go: NIL

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS

Mrs. Lajwanti Murlidhar Dialani, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers for re-appointment.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and Rules made thereunder, on recommendation and performance evaluation of Nomination and Remuneration Committee, the board of directors appointed Mr. Vishesh Mahesh Nihalani as Independent directors with effect from 20th June, 2018 for a term of five years upto 19th June 2023 and approved by the shareholders in Annual General Meeting held in the year 2018.

As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of five consecutive years on passing of special resolution by shareholders of the Company and disclosure shall be made of such appointment in its Boards report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, the first term of Mr. Vishesh Mahesh Nihalani was due to expire on 19th June 2023. The Board of Directors at its meeting held on 20th June 2023 after considering the recommendation and performance evaluation of the Nomination and Remuneration Committee, on the basis of vast knowledge and experience of Mr. Vishesh Mahesh Nihalani in Finance/account, Marketing and Advanced Valuation Analysis and subject to approval of the shareholders, recommended re-appointment of Mr. Vishesh Mahesh Nihalani for a second consecutive term of five(5) years w.e.f. 20th June, 2023 to 19th June, 2028 as Independent Director on the Board of the Company. Since Mr. Vishesh Mahesh Nihalani re-appointed as an Independent Director for the second consecutive term of five years on the board of the Company, approval from the members has been sought by way of special resolution in the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship/Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report.

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive Independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

During the year under review, the Shareholders in their AGM held on September 30, 2022, on the approval and recommendation of Board and the Nomination and Remuneration Committee (NRC), approved the re-appointment of Mrs. Lajwanti M Dialani as Wholetime Director of the Company for a further period of five years with effect from 26th August 2022 to 25th August 2027.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the board of directors of the company had appointed Mr. Gaurav L Patodia as an additional Independent director of the Company on November 13, 2021 to hold office upto the next Annual General meeting to be held in the year 2022-23 and was subject to approval of members by way of special resolution. During the under review the members at the Annual General Meeting held on 30th September 2022 approved the appointment of Mr. Gaurav L Patodia as an Independent Director on the Board for a first term of five consecutive years with effect from 13th November 2021 and upto 12th November 2026.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are given below:

Sr. No.

Name

Designation

1 Mr. Murli Wadhumal Dialani Chairman and Whole Time Director
2 Mr. Manish Murlidhar Dialani Managing Director
3 Mrs. Lajwanti M Dialani* Whole Time Director
4 Mr. Mahaveer Prasad Jain** Chief Financial Officer
5 Mr. Azad Kumar Tripathi*** Chief Financial Officer
6 Mrs. Prakriti Sethi**** Company Secretary
7 Mr. Babu Lal Sharma***** Company Secretary

* During the year under review, the Shareholders in their AGM held on September 30, 2022, approved the re-appointment of Mrs. Lajwanti M Dialani as Whole-time Director of the Company for a further period of five years with effect from 26th August 2022 to 25th August 2027.

** Mr. Mahaveer Prasad Jain has resigned w.e.f. October 31, 2022.

*** Mr. Azad Kumar Tripathi appointed w.e.f. December 14, 2022.

**** Mrs. Prakriti Sethi resigned w.e.f. April 15, 2023.

***** Mr. Babu Lal Sharma appointed w.e.f. April 24, 2023.

CORPORATE GOVERNANCE REPORT:

Our corporate governance report for FY2022-23 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the corporate governance report.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of managements performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development;

degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent

Directors who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of directors expressed satisfaction of the evaluation process adopted by the Company.

BAORD MEETINGS AND MEETINGS OF MEMBERS

The board met 7 (Seven) times during the financial year 2022-23 under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.

COMMITTEES OF THE BOARD

Currently, the board has Four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the CSR Committee. The majority of the members of these committees are Independent and nonexecutives director.

Audit Committee:

Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.

Nomination and Remuneration Committee:

Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company at www. mkexim.com.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Act. The Board has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on the website of the Company at the web link:www.mkexim.com.

Stakeholders Relationship Committee:

Your Company has in place a duly constituted Stakeholders Relationship Committee to meet the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.

A detailed note on the composition of the board and other committees is provided in the Corporate Governance report section of this annual report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, all of Independent Directors convened a separate meeting without the presence of Non-Independent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance of non-independent directors, Chairman and the Board as a whole were reviewed and evaluated.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY2022-23.

To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act 2013:

a) that in preparation of the annual accounts for the year ended 31st March 2023 the applicable accounting standards have been followed and that there were no material departures;

b) that they 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 of the Company for the year ended on that date;

c) that they 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 annual accounts have been prepared on a going concern basis

e) that proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to Rs. 1,88,315.00 lying with the Company for a period of seven years were transferred during the Financial Year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 2,91,983 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

M/s Kolba Farm Fab Private Limited is the associate company. The salient features of the financial statement of the associate company are given in form AOC-1 in Annexure "A".

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company are prepared in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India and form an integral part of this report.

Pursuant to section 129(3) of the Act and the relevant rules made thereunder, a statement containing salient features of the financial statement of the associate company is given in form AOC-1 and forms an integral part of this report as Annexure "A".

PURTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link www.mkexim.com.

During the year, the Company has not entered into any materially significant transaction, which may have potential conflict of interest in the Company. All the related party transactions entered during the year were in ordinary course of business and at arms length basis

During the year under review, the Audit Committee of Directors approved all transactions entered into with related parties. Certain transactions, which were repetitive in nature, were approved through omnibus route.

Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions and modification of previously approved by the audit committee and board of directors of the company is being placed at the ensuing AGM.

There were material transactions of the Company with its related parties at arms length basis, therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed herewith as Annexure-B.

FAMILIARISATION PROGRAMME

The details of the familiarization programme undertaken, has been provided in the Corporate Governance Report.

CODE OF CONDUCT

As provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that all the Members of the Board and Senior Management personnel of the Company have affirmed Compliance with the Code of Conduct for Board and Senior Management Personnel of the Company during the financial year ended 31st March 2023.

POLICY ON DIRECTORS APPOINTMENT / REMUNERATION / DETERMINING QUALIFICATIONS / POSITIVE ATTRIBUTES ETC.

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

Company has constituted Nomination and Remuneration Committee and on the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable Compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and of the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The said policy is of the company on directors appointment and remuneration, including the criteria for determining qualification, positive attribute, independence of a directors and other matters as required under sub section (3) of section 178 of the companies act, 2013 is available on our website at https://www.mkexim.com/investor1.html.

The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Companys Policy on Directors Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

AUDITORS

i) Statutory Auditors

The Members of the Company at their Annual General Meeting held on September 28, 2019 had approved the appointment of M/s Rishabh Agrawal & Associates, Chartered Accountants (Firm Registration No. 018142C), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 27th AGM held on September 28, 2019 until the conclusion of 32nd AGM of the Company to be held in the year 2024.

As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Pursuant to the provisions of Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

The Auditors Report for the 2023 does not contain any qualification, reservation or adverse remark. These reports are self-explanatory and do not require any comments thereon. The Report is enclosed with the financial statements in this Annual Report

ii) Branch Auditor

The Company is having a branch office at Mumbai, Maharashtra and the company has appointed M/s M S Joshi & Company, Chartered Accountant (FRN: 138082W) as branch auditor in its AGM dated 30.09.2020 for the period of 5 years i.e. till the 33rd AGM to be held in the year 2025.

iii) Internal Auditors

The Board on the recommendation of the Audit Committee has appointed M/s. R. Attar & Company Chartered Accountants as the Internal Auditors of the Company.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Anshu Parikh & Associates Prop. Anshu Parikh, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended on 31st March 2023.

The Secretarial Auditors Report is enclosed as Annexure-D to the Boards report.

The Secretarial Audit Report for the Financial Year ended March 31,2023, does not contain any qualification, reservation, or adverse remarks.

The report is self-explanatory and do not require any comments thereon.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

COST RECORDS

The company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013. The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the Companys operations.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A certificate from M/s Anshu Parikh & Associates, Prop. Anshu Parikh, (Membership No.9785, COP No.10686), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report.

EXTRACT OF THE ANNUAL RETURN

In accordance with section 134(3)(a) of the Companies Act, 2013, the annual return of the company is available on our website www. mkexim.com.

RISK MANAGEMENT

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in overseeing and approving the Companys enterprise wide risk management framework; and overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

The Audit Committee of the Board evaluating risks management policy of the Company on quarterly basis. A risk management policy is available on our website http://www.mkexim.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - C and forms part of this Report.

EQUAL OPPORTUNITY & POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.

Pursuant to the disclosure requirements under section 134(3) and rules thereof of the Companies Act, 2013 the Company has also constituted internal complaint committee as required under provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has revisited the Internal Complaints Committee members and emphasized on the roles and responsibilities expected from the members.

The Company continuously invests in enhancing the awareness on the Policy across its workforce.

The Company has not received any complaint of sexual harassment during the year under review.

CEO AND CFO CERTIFICATION

Pursuant to the Regulation 17(8) of the Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification is attached with the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (IndAS) specified under Section133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

LISTING FEES

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd (BSE), which has nationwide trading terminals. The annual listing fee for the year 2023-24 was paid within the scheduled time to BSE.

ENVIRONMENTS AND SAFETY

The Companys operations do not pose any environment hazards and are conducted in such a manner that safety of all concerned and compliances with environmental regulations are ensured.

TRANSFER OF SHARES

As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For & on behalf of Board

Place: Jaipur

Date: 04.08.2023

Murli Wadhumal Dialani
Chairman
DIN: 08267828

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