To,
The Members of
Mahamaya Steel Industries Limited
Your Directors are pleased to present the Companys 35th
Annual Report on the business and operations of Mahamaya Steel Industries Limited, along
with the summary of the Audited Standalone and Consolidated Financial Statements for the
financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
(Figures In Lacs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
64977.18 |
49532.47 |
64977.18 |
49532.46 |
Other Income |
97.04 |
43.77 |
97.04 |
43.77 |
Total Revenue |
65074.22 |
49576.24 |
65074.22 |
49576.24 |
Profit/Loss before Finance
Cost, Depreciation & |
1478.11 |
1587.80 |
1478.11 |
1587.80 |
Amortization Expense and Tax
Finance Cost |
320.31 |
502.80 |
320.31 |
502.80 |
Profity(Loss) before
Depreciation & Tax |
1157.80 |
1085.00 |
1157.80 |
1085.00 |
Depreciation |
629.78 |
592.87 |
629.78 |
592.87 |
Profit/(Loss) before Tax &
Exceptional Items |
528.02 |
492.12 |
528.02 |
492.12 |
Add: Exceptional Items |
73.04 |
0 |
73.04 |
0 |
Profit/(Loss) before Tax |
601.06 |
492.12 |
601.06 |
492.12 |
Share of ProfitZ(loss) of
Associates |
- |
- |
127.23 |
174.96 |
Provision for Tax Less: Current
Tax |
201.50 |
223.50 |
201.50 |
223.50 |
Deferred Tax |
(17.55) |
(46.05) |
(17.55) |
(46.05) |
Net Profit / (Loss) after Tax |
417.11 |
314.67 |
544.34 |
489.64 |
Other Comprehensive Income |
16.79 |
21.01 |
16.79 |
21.01 |
Total Comprehensive Income |
433.89 |
335.69 |
561.12 |
510.65 |
Face Value per Equity |
10 |
10 |
10 |
10 |
Earnings Per Share (in Rs.)
Basic |
2.54 |
2.13 |
3.31 |
3.31 |
Diluted |
2.54 |
2.13 |
3.31 |
3.31 |
2. RESULTS OF OPERATION AND STATE OF COMPANYS AFFAIRS
During the year under review the Company had achieved a total revenue
from operations Rs. 64977.18 Lacs as against Rs. 49575.24 Lacs in the last Financial Year.
Further the Profit before tax stood at Rs. 601.05 Lacs as against Rs. 492.12 Lacs in the
last Financial Year.
3. FUTURE OUTLOOK:
With a larger base of the order book to begin FY24, the roadmap is
quite steady to deliver higher growth in the coming years. The company plans to further
growth systematically to build over the larger base. The company aims to grow the order
book much faster from hereon, considering the growth visible in the CAPEX cycle across
Industries.
Further, the Company focuses on building a strong reputation as a
responsible corporate citizen and a track record of delivering longer-term stakeholder
value. It can significantly enhance the companys brand value, which is a
quantifiable measure of its social and relationship capital with stakeholders.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments affecting the financial
position of the company which have occurred between the end of Financial Year 2022-23 and
the date of this report.
5. DIVIDEND & RESERVES
The Directors have decided to conserve the resources in long run, as a
result, the Directors do not recommend any Dividend on Equity Shares for the financial
year ended 31st March, 2023.
During the year under review, no transfer is proposed to the General
Reserve. An amount of Rs. 4733.89 Lacs is proposed to be retained as Surplus in the
Statement of Profit and Loss.
6. REDEMPTION OF PREFERENCE SHARES
During the year under review 10,00,000 8% Redeemable Non-Convertible
Non-Cumulative Preference Shares were redeemed at a premium in accordance with the terms
of issue aggregating to Rs. 2,00,00,000 being the redemption of fourth tranch.
7. SHARE CAPITAL
During the financial year under review, there is change in the debt
component of Share Capital due to redemption of 10,00,000 8% Redeemable Non-Convertible
Non-Cumulative Preference Shares. Further there is no change in Equity Component of Share
Capital.
There was no public issue, right issue, bonus issue or preferential
issue, etc during the year under review.
8. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there are no changes in the nature of the
business of the Company.
9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES &
CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March, 2023 the company have one associate M/s
Abhishek Steel Industries Limited, and do not have any subsidiary and Joint Venture
Companies. During the year under review, no other Company became or ceased to become
Subsidiary, Joint Venture or Associate Company. As per Regulation 33 of the Securities and
Exchange Board Regulations, 2015 (hereinafter referred to as "Listing
Regulations") and Section 129(3) of the Companies Act, 2013 read with the Rules
issued thereunder, the Consolidated Financial Statements of the Company for the Financial
Year 2022-23 have been prepared in compliance with applicable accounting standards and on
the basis of audited financial statement of the Company, its associate Company, as
approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditors
Report form part of this Annual Report.
Further a statement containing the salient features of the financial
statement of our associate in the prescribed format AOC-1 is appended as Annexure-A to the
Directors Report.
The audited financial statements, including the consolidated financial
statements and related information of the Company and audited accounts of each of its
associates are available on our website www.mahamavagroup.in. These documents will
also be available for inspection during business hours at registered office of the
Company.
10. SEGMENT REPORTING
The Company is engaged in the Steel Structural business only and
therefore there is only one reportable segment in accordance with the Indian Accounting
Standard (Ind AS) 108 Operating Segments.
11. QUALITY
Your Company has continued emphasis on Research & Development. A
dedicated Quality Assurance ("QA") team is monitoring product quality. Your
Company strives to be industry leader by adopting modern technology.
12. INSURANCE
All assets of the Company, including Building, Plant & Machinery,
Stocks etc., wherever necessary and to the extent required, have been adequately insured.
13. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious observation has been received from the Statutory Auditors and the
Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
14. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively,
have been duly followed by the Company.
15. PARTICULARS OF CONTRACTS AND ARRANGEMENTSWITH RELATED PARTY
All related party transactions, contracts or arrangements that were
entered into, during the financial year under review, were on an arms-length basis and in
the ordinary course of business. The Company has adhered to its "Policy on Related
Party Transactions and Materiality of Related Party Transactions" while pursuing all
Related Party transactions.
Further, during the year, the Company had entered into contract/
arrangement / transaction with related parties which are material in accordance with SEBI
LODR Regulations and with the policy of the Company on materiality of related party
transactions, for that prior approval was taken in the last AGM via Special Resolution.
Information on transactions with related parties pursuant to section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given
in Annexure-B in Form AOC-2 and the same forms part of this report.
Further The Company has put up a Ordinary Resolution in the Notice of
the ensuing AGM for the Shareholders approval in order to enter in to transaction
with related parties which may result in material transaction in terms of SEBI LODR
Regulations and with the policy of the Company on materiality of related party
transactions.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Particulars of Loans, Guarantees and Investments covered under section
186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided
in this Annual Report.
17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this
report as Annexure-C.
18. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION &
ANALYSIS
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate
steps to ensure that all mandatory provisions of Corporate Governance as prescribed under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied
with, a separate section titled Report on Corporate Governance together with a Certificate
from the Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this
Report.
19. MEETINGS
Board Meetings
During the year, Twelve Board Meetings were convened and held the
details of which are given in the Corporate Governance Report. The maximum interval
between any two meetings did not exceed 120 days, as prescribed in the Companies Act,
2013.
Committee Meetings
During the year Ten Audit Committee Meetings, Four Nomination &
Remuneration Committee Meetings and Four Stakeholders Relationship Committee Meetings were
convened and held the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
Meeting of Independent Directors
During the year under review, the Independent Directors met on 1st
March, 2023, inter alia, to:
a) Review the performance of Non Independent Directors, and the Board
of Directors as a whole.
b) Review the performance of the Managing Director of the Company,
taking into account the views of the Executive and Non-Executive Directors.
c) Assess the quality, content and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
All the Independent Directors were present at this meeting. The
observations made by the Independent Directors have been adopted and put into force.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received a declaration from the Independent Directors
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 read with Regulation 16(1 )(b) of the Listing Regulations. In
terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstances or situations which exist or may be
reasonably anticipated that could impair or impact their ability to discharge their
duties.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as the Independent Directors of the Company
and the Board is satisfied of the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board. In terms of Section 150 of the Act, read with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed about their enrollment in the data bank of
Independent Directors maintained with the Indian Institute of Corporate affairs.
21. BOARD EVALUATION
Pursuant to the corporate governance requirements as prescribed in the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an
annual evaluation of its own performance, Board Committees and of individual directors. In
a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole, performance of the Committee(s) of the Board and
performance of the Managing Director was evaluated, taking into account the views of other
directors. Performance evaluation of independent directors was done by the entire Board,
excluding the independent director being evaluated.
22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI Regulations, the Company
has put in place a Familiarization programme for the Independent Directors to familiarize
them with their role, rights and responsibility as Directors, the working of the Company,
nature of the industry in which the Company operates, business model etc. The details of
such familiarization programme can be accessed on the Companys website at www.mahamayaqroup.in
23. POLICIES
In accordance with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has
formulated and implemented the following policies. All the Policies are available on
Companys website (www.mahamavaqroup.in) under the heading "Policies".
The policies are reviewed periodically by the Board and updated based on need and
requirements.
Whistle Blower & Vigil Mechanism Policy
Whistle Blower Policy of the Company includes in its scope any
instances related to Insider Trading and also provides access to the Employees of the
Company to report the instances of leak of Unpublished Price Sensitive Information or
suspected leak of Unpublished Price Sensitive Information. The Company has established
Vigil Mechanism for the Directors and Employees of the Company to report, serious and
genuine unethical behavior, actual or suspected fraud and violation of the Companys code
of conduct or ethics policy. It also provides adequate safeguards against victimization of
persons, who use such mechanism and makes provision for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases. None of the employees of the
Company has been denied access to the Audit Committee.
Mrs. Jaswinder Kaur Mission Company Secretary and Compliance Officer of
the Company, has been designated as Vigilance and Ethics Officer for various matters
related to Vigil Mechanism.
The Whistle Blower & Vigil Mechanism policy can be accessed on the
Companys website on at
https://maliamayagroup.in/wp-conteiit/uploads/2022/09/MSIL-WHISTLE-BLOWER-
POLICY.pdf
https://mahamayagroup.in/wp-content/uploads/2022/09/MSIL-WHISTLE-BLOWER-
POLICY.pdf
Policy for Related Party Transactions
In line with the requirements of Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
formulated a Policy on Related Party Transactions. The policy regulates all transactions
taking place between the Company and its related parties in accordance with the applicable
provisions.
The Policy on Related Party Transaction can be accessed on the
Companys website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Policv-on-Related-Partv-Transaction.pdf
Code of conduct for Director(s) and Senior Management Personnel
The Company has adopted a Code of Conduct for the Senior Management
Personnel, Directors (executive / non-executive) including a code of conduct for
Independent Directors which suitably incorporates the duties of Independent Directors as
laid down in the Act.
The above code can be accessed on the Companys website at https://mahamayaqroup.in/wp-content/uploads/2022/09/Code-of-Conduct-of-Board-of-Directors-and-Senior-Manaqement-
Personnel.pdf
Risk Management Policy
The Risk Management policy is formulated and implemented by the Company
in compliance with the provisions of the new Companies Act, 2013. The policy helps to
identify the various elements
of risks faced by the Company, which in the opinion of the Board
threatens the existence of the Company.
Nomination and Remuneration Policy
In line with the requirements of Section 178 Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated a Nomination & Remuneration Policy.
The Nomination & Remuneration policy provides guidelines to the
Nomination & Remuneration Committee relating to the Appointment, Removal &
Remuneration of Directors, Key Managerial Personnel and Senior Management. This policy
formulates the criteria for determining qualifications, competencies, positive attributes
and independence for the appointment of a director (Executive / Non-Executive) and also
the criteria for determining the remuneration of the Directors, Key Managerial Personnel,
Senior Management and other employees. It also provides the manner for effective
evaluation of performance of Board, its committees and individual directors.
The Nomination and Remuneration policy can be accessed on the Companys
website at https.y/mahamavaaroup.in/wp-content/uDloads/2022/09/Nomination-and-Remuneration-Policv.pdf
Policy for Determination of Materiality of an Event or Information
In line with the requirements of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a policy for
determination of materiality-based events.
The Policy for Determination of Materiality of an Event or Information
can be accessed on the Companys website at https://mahamavagroup.in/wp-content/uploads/2022/09/Policy-on-
Criteria-for-dertermining-materiality-of-evidence.pdf
Document Retention & Archival Policy
In pursuant to Regulation 9 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Company has adopted Document Retention
& Archival Policy.
The Policy for Document Retention & Archival Policy can be accessed
on the Companys website at https://mahamavaqroup.in/wp-content/uploads/2022/09/Document-Retention-and-
Archival-Policy.pdf
Insider Trading -Code of Conduct
In pursuant to SEBI (Prohibition of Insider Trading) (Amendment)
Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019
the Company has adopted revised Insider Trading Code. The Code provides framework for
dealing with the securities of Company in mandated manner.
The above Insider Trading-code of conduct can be accessed on the
Companys website athttps://mahamavaqroup.in/wp-content/uploads/2022/09/Code-of-Conduct-for-Monitorinq-and-Prevention-of-lnsider-Tradinq.pdf
Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information
In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has formulated a Fair Disclosure Code for fair disclosure of Unpublished Price
Sensitive Information ("UPSI") which includes therein the policy for
determination of "Legitimate purposes for sharing UPSI" annexed with the above
mentioned Code of Conduct for Monitoring and Prevention of Insider Trading.
Policy for Procedure of Inquiry in Case of Leak of Unpublished Price
Sensitive Information ("UPSI")
In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Company has formulated and adopted a written policy and procedures for inquiry in case
of leak of unpublished price sensitive information and initiate appropriate action on
becoming aware of leak of
unpublished price sensitive information and inform the Board promptly
of such leaks, inquiries and results of such inquiries annexed with the above mentioned
Code of Conduct for Monitoring and Prevention of Insider Trading.
Corporate Social Responsibility Policy
The Corporate Social Responsibility Policy (hereinafter CSR Policy) of
the Company has been prepared pursuant to Section 135 of the Companies Act, 2013 and the
CSR Rules. The CSR policy serves as the referral document for all CSR-related activities
at the Company. CSR Policy relates to the activities to be undertaken by the Company as
specified in schedule VII and other amendments/circulars thereon to the Companies Act,
2013.
The CSR Policy can be accessed on the Companys website at https://mahamavaqroup.in/wp-
content/uploads/2022/09/CSR-Policv.pdf
24. CORPORATE SOCIAL RESPONSIBILITY
The Company had constituted Corporate Social Responsibility (CSR)
Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR Committee was consisting of Mr. Rajesh Agrawal as Chairman and
Mr. Suresh Prasad Agrawal & Mr. Uday Raj Singhania as members.
The disclosures with respect to CSR activities for the Financial year
2022-23 are given in Annexure - D
In the Board Meeting dated 28th June. 2021 the Company has
dissolved the Corporate Social Responsibility Committee as it no longer fall under the
criteria of constituting and maintaining CSR committee as per the new Corporate Social
Responsibility Policy) Amendment Rules, 2021 notified on 22nd January, 2021 as
the amount required to be spent in CSR Activities does not exceed 50 lakhs and the
functions of such committee shall be performed by the board of directors of the company.
25. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year there has been no change in the Directors and
KMPs of the Company.
Mr. Udayraj Singhania (DIN: 02465416), Mr. Rajesh Lunia (DIN: 08441126)
Mrs. Vanitha Rangaiah (DIN: 09211334) are the Independent Directors of the Company.
Mr. Rajesh Agrawal, Managing Director, Mr. Suresh Raman Executive
Director & Chief Financial Officer and Mrs. Jaswinder Kaur Mission, Company Secretary
are the KMPs of the Company as per the provisions of the Act.
Term of Mr. Udayraj Singhania an Independent Director will expire on 21st
September, 2023, necessary resolution proposing his reappointment as Independent Director
for further term of five years is proposed for the approval by the members at the ensuing
Annual General meeting of the Company. The Board recommends his appointment for approval
of the members of the Company.
Mrs. Rekha Agrawal (DIN: 00597156), retires by rotation as Director at
the ensuing Annual General Meeting and being eligible, offers herself for reappointment.
The resolutions proposing the reappointment of the Directors are set
out in the notice convening Annual General Meeting for approval of members. The Board
recommends for approval of the same. Brief resume of the director who are proposed to be
reappointed at the ensuring Annual General meeting, as required as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is
provided in the notice convening this Annual General Meeting of the Company.
26. COMMITTEES OF THE BOARD
For the Financial year 2022-23 the Board had 3 Committees the Audit
Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship
Committee.
A detailed note on the composition of the Board and its committees is
provided in the Corporate Governance Report Section of this Annual Report.
27. RISK MANAGEMENT
The Company recognizes that risk is an integral and unavoidable
component of business and is committed to managing the risk in a proactive and efficient
manner The Company as part of business strategy has in place a mechanism to identify,
assess, monitor risks and mitigate various risks with timely action. Risks are discussed
at the meetings of the Audit Committee and the Board of Directors of the Company.
28. ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies
Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section
92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of the Company and is accessible at
the weblink https://mahamavaQroup.in/annual-retum/
29. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your directors make the following statement
in terms of Section 134 of the Act.
Your Directors state that:
1. In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed and there are no
material departures from the same:
2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit of the Company for the year ended on that date;
3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. the Directors have prepared the annual accounts on a going concern
basis;
5. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
8. the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
30. AUDITORS AND AUDITOR OBSERVATION
STATUTORY AUDITOR
Pursuant to Section 139 of the Companies Act, 2013, rules made there
under, the Board of Directors on the recommendation of the Audit Committee appointed M/s
KPRK & Associates, Chartered Accountants, Nagpur (Firm Registration No. 103051W) as
the Statutory Auditors of the Company for the period of five financial years from the
conclusion of 33^ Annual General Meeting till the conclusion of the 38th Annual General
Meeting of the Company to be held in the year 2026. Further the shareholders approval has
been accorded in the AGM held on 24th September, 2021.
During the Financial Year 2022 - 23, no frauds have either occurred or
noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time
to time).
The observations, if any, made by the Statutory Auditors in their Audit
Report read with the relevant notes thereof as stated in the Notes to the Audited
Financial Statements of the Company for the Financial Year ended 31st March,
2023 are self-explanatory and being devoid of any reservation(s), qualification(s) or
adverse remark(s) etc; and do not call for any further information(s)/ explanation(s) or
comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.
During the year under review, the Auditors have not reported any matter
under Section 143 (12) of the Act and therefore no detail is required to be disclosed
under Section 134 (3) (ca) of the Act.
COST AUDITOR
In terms of Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant. In this connection, the Board of
Directors of the Company has on the recommendation of the Audit Committee, approved the
re-appointment of M/s Sanat Joshi & Associates, Cost Accountants (Firm Registration
no. 000506), Raipur as the Cost Auditors of the Company for the Financial year 2023 -24.
M/s Sanat Joshi & Associates, have confirmed that they are free
from disqualification specified under Section 141(3) and proviso to Section 148(3) read
with Section 141(4) of the Act and that the appointment meets the requirements of the Act.
They have further confirmed their independent status and an arms length relationship
with the Company.
The remuneration payable to the Cost Auditors is required to be placed
before the Members in a General Meeting for their ratification. Accordingly, a resolution
seeking Members ratification for the remuneration payable to M/s. M/s Sanat Joshi
& Associates, Cost Accountants, forms part of the Notice of the 35th Annual
General Meeting forming part of this Annual Report.
The Company has maintained such accounts and records as per the
aforesaid provisions and further the filling of Cost Audit Report for the financial year
ended 31st March, 2023 with the Ministry of Corporate Affairs in XBRL Mode shall take
place within the time limit prescribed under the Companies Act, 2013.
INTERNAL AUDITOR
Internal Auditor Pursuant to Section 138 of the Companies Act, 2013,
your Company has appointed Mr. Subhash Rao as Internal Auditor of the Company, to conduct
internal audit of the functions and activities of the Company to audit for the for
Financial Year 2023-24.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 and the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board on
recommendation of Audit Committee has re-appointed Mr. Nitesh Jain, Practicing Company
Secretary (Membership No. 8216, CP No. 9273) as the Secretarial Auditor of your Company to
conduct Secretarial Audit for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended 31st
March, 2023 is annexed herewith marked as Annexure-E to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE
EARNINGS AND OUTGO
The Information on conservation of energy, technology absorption,
foreign exchange earnings and out go, which is required to be given pursuant to the
provisions of section 134(3)(m)of the Companies Act, 2013, read with Rule 8(3) of
Companies (Account) Rules, 2014 is annexed hereto marked as Annexure-F and forms part of
this report.
32. LISTING OF SHARES
The Equity Shares of the Company are continued to be listed and
actively traded on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of
India Limited (NSE). The listing fees payable for the financial year 2022-23 has been paid
to both the Stock Exchanges (BSE & NSE).
33. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save or ESOS.
4. Instances with respect to voting rights not exercised directly by
the employees of Company.
5. Neither the Executive Director nor the CFO of the Company receives
any remuneration or commission from any other Company
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Companys operations in
future.
7. None of the auditors of the Company have reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
34. OTHER DISCLOSURES
1. There was no change in the nature of business of the Company as
stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.
2. There is no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.
3. There was no instance of one-time settlement with any Bank or
Financial Institution.
4. There is no requirement of web link of policy for determining
‘material subsidiaries is disclosed as Company has no subsidiaries during
2022-23.
35. EMPLOYEE RELATIONS
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its sincere appreciation of the devoted efforts of all the
employees in advancing the Companys vision and strategy to deliver good performance.
ACKNOWLEDGEMENT
The Board of Directors place on record sincere gratitude and
appreciation for all the employees at all levels for their hard work, solidarity,
cooperation and dedication during the year. The Board conveys its appreciation for its
customers, shareholders, suppliers as well as vendors, bankers, regulatory and government
authorities for their continued support.
Place: Raipur
Date: 5th September, 2023 |
By Order of the Board |
|
Rajesh Agrawal Managing
Director DIN:00806417 |
+91-9892691696
