To the Members,
The Directors hereby present their Nineth Annual Report on the business
and operations of the Company and the Audited Financial Statements for the Financial Year
ended 31st March, 2022.
1. HIGHLIGHTS OF PERFORMANCE
During the Financial Year 2021-22, your Company witnessed increase in
turnover of 21.54%. The net profit of the Company declined by 21.77% as compared to the
last Financial Year. Your directors are hopeful to post better performance during
Financial Year 2022-23.
2. FINANCIAL RESULTS
(amount in lacs)
| Particulars |
31/03/2022 |
31/03/2021 |
| Revenue from operations |
3332.03 |
2741.57 |
| Add: Other income |
145.84 |
127.16 |
| Total revenue |
3477.87 |
2868.73 |
| Less: Total Expenses |
2769.63 |
1984.88 |
| Profit before Tax |
708.24 |
883.85 |
| Less: Tax Expenses |
1900.73 |
2215.16 |
| Current tax |
194.28 |
222.74 |
| Deferred tax |
(4.21) |
(1.22) |
| Net Profit |
518.17 |
662.34 |
| No. of Shares. |
258.38 |
258.38 |
| Per Share Data |
10 |
10 |
| EPS - Basic |
20.05 |
25.63 |
3. Impact of COVID-19
The post COVID-19 scenario has created lot of uncertainty and scarcity
of resources in the market, economy is taking time to build up again, since 2020 to now
2022 has changed serval things across the globe. Post Covid effect on our company for year
2021-2022 is not major but yes, we faced crunch on manpower rotation as many industries
jumped in to market to avail manpower at any cost, however with our strong product range
and team work strategy we survived from the same and we were able to achieve our targets
of sales globally, this has also open up opportunity for us in training our current
manpower on doing multitasking which is helping us to increase our sales globally. Now as
we have full team who is 100% vaccinated and developed lot of immunity from Covid 19 we
set high targets for year 2022-2023. Our strategy to increase our domestic as well as
international presence and reach to maximum customers with updated product range.
4. DIVIDEND AND BONUS:
Your Board was informed that the Company has recommended a Dividend of
Rs. 1/- share at the Board meeting of the Company held on 28th May, 2022
subject to confirmation of the members at the Annual General Meeting of the Company. The
Board has not declared any Bonus for the F.Y. 2021-22.
5. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act, 2013 and
rules made thereunder, the extract of Annual Return for F.Y. 2021-22 in prescribed Form
MGT- 9 is annexed herewith as Annexure- A. The same is available on
https://www.mrorganisation.com/financial-position
6. DIRECTORS
The Board of Directors as on 31st March, 2022 consists of
six (6) directors having considerable professional experience in their respective fields.
Out of them two Directors are Independent Directors, Two Woman Director and the Chairman
and Managing Director is the promoter and Executive Director of the Company. The
composition of the Board is in conformity with Companies Act, 2013.
None of the Directors on the Board is a member of more than ten
Committees and Chairman of more than five Committees, across all the Companies in which
he/ she is a Director. The necessary disclosure regarding Committee membership in other
Companies has been given by the Directors.
Number of Meetings of the Board of Directors and Audit Committee:
A calendar of Meeting is prepared and circulated in advance to the
Directors. The Board of the Directors of the Company met six (6) times during the year and
five (5) Audit Committee Meetings were convened and held. The Intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
The following are the details of meeting of Board of Directors of the
Company:
| Date |
Strength |
No. of Directors present |
| 10/04/2021 |
5 |
5 |
| 24/06/2021 |
5 |
5 |
| 04/09/2021 |
5 |
5 |
| 02/11/2021 |
5 |
5 |
| 10/02/2022 |
5 |
5 |
| 07/03/2022 |
5 |
4 |
The following are the details of Audit Committee Meeting of the
Company:
| Date |
Strength |
No. of Directors present |
| 10/04/2021 |
3 |
3 |
| 24/06/2021 |
3 |
3 |
| 04/09/2021 |
3 |
3 |
| 02/11/2021 |
3 |
3 |
| 07/03/2022 |
3 |
3 |
a) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination and
Remuneration Committees.
b) Remuneration:
It was informed that in F.Y. 2021-22, the remuneration of Mr. Mayur
Kamdar, Managing Director has been revised from Rs. 1,75,000/- p.m. to Rs. 3,00,000/- p.m.
w.e.f. 01/04/2021. The remuneration of Mrs. Pranali Kamdar has been revised from Rs.
80,000/- p.m. to Rs. 1,50,000/- p.m. w.e.f. 01/04/2021. All necessary approvals required
for revision of remuneration has been complied with.
It was further informed that Mr. Mayur Kamdar has been reappointed as a
Managing Director of the Company w.e.f. 01/12/2021 for the term of five (5) years at a
remuneration of Rs. 4,30,000/- p.m. Mrs. Pranali Kamdar has been reappointed a Whole-time
Director of the Company w.e.f. 01/12/2021 for the term of five (5) years at a remuneration
of Rs. 2,62,000/- p.m.
7. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149
The Board of Directors declare that the Independent Directors, Mr.
Tejas Shah and Mr. Priyank Shah are:
(a) in the opinion of the Board, the persons of integrity and possesses
relevant expertise and experience;
(b) (i) who are not a promoter of the company or its holding,
subsidiary or associate Company
(ii) who are not related to promoters or directors in the company, its
holding, subsidiary or associate Company;
(c) Who have or had no pecuniary relationship with the Company, its
holding, subsidiary or associate company or their promoters or directors, during the two
immediately preceding financial years or during the current financial year;
(d) None of whose relative has or had pecuniary relationship or
transaction with the Company, its holding, subsidiary or associate company or their
promoter, or director, amounting to two percent or more of its gross turnover of total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial year or during the current financial
year;
(e) Who, neither himself nor any of his relative -
(i) hold or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company in any
of the three financial year immediately preceding the financial year in which he is
proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of
the three financial year immediately preceding the financial year in which he is proposed
to be appointed, of -
(A) a firm of auditors/ company secretaries in practice or cost
auditors or the company or its holding, subsidiary or associate company; or
(B) any legal or consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to ten percent or more
of the gross turnover of such firm;
(iii) hold together with his relative two per cent, or more of the
total voting power of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any
non-profit organization that receive twenty-five percent or more of its receipts from the
company, any of its promoters, directors or its holding, subsidiary or associate company
or that hold two per cent or more of the total voting power of the company; or
(f) who possess such other qualification as may be prescribed.
8. SUBSIDIARIES AND JOINT VENTURES
Pursuant to provisions of section 129(3) of the Companies Act, 2013 a
statement containing salient features of financial statements of subsidiaries in form
AOC-1 is attached to the accounts. The separate audited financial statements in respect of
each of the subsidiary companies shall be kept open for inspection at the Registered
Office of the Company. The Company will also make available these documents upon request
by any members of the Company interested in obtaining the same.
It was informed that the Company has acquired a Company called Standard
Air Ltd., situated in UK on 14th February, 2022. All necessary process and
documentation has been completed. It has become subsidiary of the Company.
The Board of Directors informed that the income of M.R. Organisation
(U.S.A) LLC and M.R. Organisation Europe BVBA, subsidiaries of the Company exceeds 10%
from the total consolidated income during the F.Y. 2021-22 and hence, they are considered
as "material subsidiaries" of the Company.
Transactions with M.R. Organisation (U.S.A) LLC and M.R. Organisation
Europe BVBA, subsidiaries of the Company, are considered to be "significant
transactions or arrangements" (transactions exceeds 10% of the total revenue or total
expenses or total assets or total liabilities, as the case may be of the material unlisted
company).
9. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in
accordance with the applicable Accounting Standard issued by the Institute of Chartered
Accountants of India and form part of this Annual Report.
10. AUDITORS AND THEIR REPORT
Comments of the Auditors in their report and the notes forming part of
the Accounts are selfexplanatory and need no comments.
Your Board of Directors has appointed M/s. N.M. Pathak & Company,
Chartered Accountants, Ahmedabad, as Statutory Auditor of the Company during the Financial
Year 2018-19 for the term of five (5) years. The appointment of Companys Auditors will be
ratified at every Annual General Meeting and the said Auditors being eligible offer
themselves for re-appointment. The Company has received a certificate from the Auditor to
the effect that their re-appointment, if made, would be in accordance with the provisions
of section 141 of the Companies Act, 2013.
11. SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Hitesh Buch & Associates, Company Secretary in Practice to
undertake the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure-B".
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in notes to the Financial
Statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to Section 134 and 188 of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or
arrangements entered into by the Company with Related Parties have been done at arms
length and are in the ordinary course of business and the disclosures of the same has been
mentioned in AOC-2.
14. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments, that would affect
financial position of the Company from the end of the financial year of the Company to
which the financial statements relate and the date of the Directors Report.
15. TRANSFER OF PROFIT TO RESERVES
The Company has transfer Rs. 518.17 lacs of profit to Reserve and
Surplus Account.
16. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Conservation of Energy:
Company has adopted GREEN INTIATIVE and has adopted a motto BE
ENERGY EFFICIENT and believe in SAVE ENERGY - SAVE MONEY - SAVE PLANET. The Company
is making all its efforts to consume less energy to make environment healthy, which can
contribute in higher standard of living. It has consumed 52,727 units costing to Rs.
4,38,803. A Company requires very marginal consumption of energy.
Technology absorption:
Technology Management needs to be recognized as an important pillar for
efficiency of any unit. The Company has adopted indigenous technology & has neither
imported any technology nor made any expenditure on research and developments during the
current year. The Company has adopted SAP B1 version 8.1 technology in 2013 and has
upgraded to SAP B1 Version 9.1 technology and it is going to continue with the same
technology.
Foreign Exchange earnings and outgo:
Foreign Exchange inflow (Rs.): 2040.54 Foreign Exchange outflow (Rs.):
1042.63
17. RISK MANAGEMENT:
A. Risk Management Committee
The Company has not constituted any risk management committee. However,
the Board reviews the Risk Management Policy at regular intervals.
B. Major risks affecting the existence of the Company
The post COVID-19 scenario has created lot of uncertainty and scarcity
of resources in the market, economy is taking time to build up again, since 2020 to now
2022 has changed serval things across the globe. Post Covid effect on our company for year
2021-2022 is not major but yes, we faced crunch on manpower rotation as many industries
jumped in to market to avail manpower at any cost, however with our strong product range
and team work strategy we survived from the same and we were able to achieve our targets
of sales globally, this has also open up opportunity for us in training our current
manpower on doing multitasking which is helping us to increase our sales globally. Now as
we have full team who is 100% vaccinated and developed lot of immunity from Covid 19 we
set high targets for year 2022-2023. Our strategy to increase our domestic as well as
international presence and reach to maximum customers with updated product range.
18. CSR Policy
Your Board was informed that the CSR provision is applicable to the
Company form F.Y. 2021-22 as the net profit crosses Rs. 5 Cr. as per the provisions of the
Companies Act, 2013. Accordingly, the Company has adopted CSR policy and constituted a CSR
committee as per the provisions of the Companies Act, 2013 which is disclosed on the
website of the Company. During the F.Y. 2021-22 the Company has spent Rs. 12 Cr as a CSR
expenditure. A detail report on CSR is annexed herewith as "Annexure-C".
19. DIRECTORS RESPONSIBILITY STATEMENT
A) that in the preparation of the annual financial statements for the
year ended 31st March, 2022, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
B) the Directors have selected such accounting policies and applied
consistently and judgement and estimates have been made 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, 2022 and of the profit of the Company for the year ended on that date;
C) that proper and sufficient care has been taken 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 financial statements have been prepared on a going
concern basis.
E) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
F) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
20. THE CHANGE IN NATURE OF BUSINESS:
There is no any material change in the business of the Company.
21. DETAILS OF DIRECTORS OR KMP APPOINTED OR RESIGNED DURING THE YEAR:
Your Board was informed that during the F.Y. 2021-22, the Company has
appointed Ms. Rashmi Gupta (DIN: 09515362) as Additional Director, Whole-time Director
w.e.f. 7th March, 2022 at its Board meeting held on 7th March, 2022
subject to conformity of member in the General Meeting of the Company. The Board was
further informed that the appointment of Ms. Rashmi Gupta (DIN: 09515362) as Additional
Director, Whole-time Director has been regularized by the members as a Whole-time Director
at its Extra-ordinary General Meeting meeting held on 2nd June, 2022. It was
further informed that all the necessary procedure with NSE and ROC with respect to her
appointment has been duly complied.
22. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith as "Annexure-D".
23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
| Sl No. |
Name of the entity |
Whether subsidiary, Joint ventures or associate companies |
Date on which become |
Date on which ceased |
| 1. |
M.R.Organisation (U.K) Limited |
Subsidiary |
Since Incorporation |
13/02/2018 |
| 2. |
M.R. Organisation (U.S.A) LLC |
Subsidiary |
Since Incorporation |
- |
| 3 |
M.R. Organisation Europe BVBA |
Subsidiary |
06/10/2016 |
- |
| 4 |
Standardair Limited, UK |
Subsidiary |
14/02/2022 |
- |
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS:
No significant and / or material order(s) is/are passed against the
Company by any of the regulators/ courts.
25. DISCLOSURE AS PER SEXUAL HARASSMENT (POSH) OF WOMEN AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the provisions of Prevention
of Sexual Harassment (POSH) of Women at workplace.
During the financial year 2021-22, the Company has not received any
complaints on sexual harassment and hence no complaints remain pending as of 31st
March, 2022.
26. VIGIL MECHANISM / WHISTER BLOWER POLICY
The Company has vigil mechanism (Whistle Blower Policy) to deal with
instances of fraud and mismanagement, if any. The same has been mentioned on the website
of the Company.
27. ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.,
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
| Date: 03/09/2022 |
For and on behalf of the Board of |
|
M.R. Organisation Limited |
|
Sd/- |
|
Mayur Kamdar |
|
DIN:00369341 |
|
Chairman |
+91-9892691696
