manomay tex india ltd Directors report

BOARD REPORT

To,

The Members,

Your Directors have pleasure to present the 14^th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the Year ended 31^st March, 2023.

1. FINANCIAL RESULTS:-

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows:-

		(Rs. In Lakhs)
Particulars	Current Year 2022-23	Previous Year 2021-22
Revenue from operation	69,887.88	58,953.15
Other Income (including Job Income)	35.04	35.01
Total Income	69,922.92	58,988.16
Profit before Financial Expenses, Depreciation, amortization and Taxation	68,311.85	57,797.57
Less: Financial expenses	1,432.04	873.60
Operating profit before Depreciation, amortization & Taxation	66,879.81	56,923.97
Less: Depreciation & amortization written off	1146.99	884.54
Profit before Extraordinary Items and Taxation	65,732.82	56,939.43
Add: Extraordinary Items
Profit before Taxation	1,611.07	1,190.59
Less : Provision for Taxation
Current Tax (MAT Tax)	473.94	463.47
Deferred Tax	(157.91)	(43.50)
Profit after Taxation	1,295.04	770.62
Add: Balance brought forward	-	-
Profit available for appropriation	1,295.04	770.62

2. STATE OF COMPANYS AFFAIRS / FINANCIAL PERFORMANCE:-

Your Directors are pleased to inform the members that during the year under review, your company reported encouraging performance. Companys exports increasing year after year and during the year under review, your company reported Revenue from operation of Rs. 69,887.88 Lakhs only as compared to Rs. 58,953.15 Lakhs in the previous year which showed an increase by 18%. This becomes possible due to improved quality of denim Fabrics and good service to our customers. Profit after tax of the company has also been increase from Rs.1,295.04 Lakhs to Rs. 770.62 which showed an increase by 68%. This was possible due to the better working capital management & effective cost control.

3. TRANSFER TO RESERVES:-

The Company proposes not to transfer any amount to the reserves and an amount of Rs.9,788.86 Lakhs proposed to be retained in the Profit & Loss A/c.

4. DIVIDEND:-

In view of the planned business growth, your directors deem it proper to conserve the resources of the Company for its activities/ expansion and therefore, do not propose any dividend for the F.Y. ended 31.03.2023 and carried forward the net profit balance to the next year.

5. CAPITAL STRUCTURE:-

The Authorised Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore only) equity shares of Rs.10/- each.

The Paid up share capital of the Company is Rs.18,04,87,350/- (Rupees Eighteen Crore Four Lakhs Eighty seven Thousand Three Hundred Fifty Only) divided into 1,80,48,735 (One Crore Eighty Lakhs Fourty Eight Thousand Seven Thirty Five Only) equity shares of Rs.10/- each.

During the year under review 2022-23. The Company offer preferencial issue of Rs.3,36,53,850/- (Rupees Three crore Thirty Six Lakh Fifty Three Thousand Eight hundered and Fifty Only) divided into 33,65,385 (Thirty three lakh sixty five thousand and three hundred and eighty five Only) equity shares of Rs.10/- each.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-

There have been no material changes and commitments, if any, 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.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE:-

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

8. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:-

As on March 31, 2023 the Company does not have any subsidiary or joint venture or any associates Company.

9. MAINTENANCE OF COST RECORD:-

Our Company is required to maintain the cost record as specified by the Central Government under sub-section(1) of section 148 of the Companies Act, 2013 and the company has made and maintained the cost record as prescribed.

10. STATUTORY AUDITOR & AUDIT REPORT:-

The members of the company at its Annual General Meeting (AGM) held on September 07, 2018, appointed B. Maheshwari & Co. (FRN: 105839W), Chartered accountants as the statutory auditors of the Company to hold office from the conclusion of that Annual General Meeting (AGM) till the conclusion of the AGM of the Company to be held in the year 2023.

There are no qualifications or observations or remarks made by the Auditors in their Report.

11. SECRETARIAL AUDIT:-

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Avinash Nolkha & Associates (M. No. F10586), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

12. COST AUDITORS:-

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. On the recommendation of the Audit Committee, the Board has appointed M/s Avnesh Jain & Co., Cost Accountants, Jaipur as cost auditors for conducting the audit of cost records of the Company for the financial year 2023-24.

13. CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

A. Mr. Yogesh Laddha [DIN:02398508] re-appointed as Managing Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13^th Annual general meeting.

B. Mr. Kailashchandra Hiralal Laddha [DIN:01880516] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13th Annual general meeting.

C. Mr. Kamlesh Kailashchand Laddha [DIN: 03520135] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13th Annual general meeting.

D. Mrs. Pallavi Laddha [DIN:06856220] re-appointed as Whole Time Director for the period of three years w.e.f 16.01.2023. The terms of their Re-appointment & remuneration was ratified by the members in 13^th Annual general meeting.

E. Mr. Anil Kumar Kabra (DIN:08150149) appointed as Additional Independent Director on 7^th July 2023. The terms of their Re-appointment & remuneration to be ratified by the members in the ensuing Annual general meeting.

F. Mr. Sandeep Kumar Maniyar (DIN :02722430) appointed as Additional Independent Director on 05^th December, 2022, his appointment & remuneration was ratified on 13 ^th February,2023. He resigned from the directorship in 07^th July 2023.

G. Mr. Rajiv Mahajan (DIN: 09810426) appointed as Additional Independent Director on 05^th December, 2022 and his appointment & remuneration was ratified on 13^th February,2023.

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr.

Kailashchandra Hiralal Laddha [DIN: 01880516] shall retire by rotation and being eligible offers

herself for re-appointment at the ensuing Annual General Meeting of the Company.

Details of Directors and KMP are as follows:-

S.N. Name of Directors/KMP	Designation
01 Mr. Kailashchandra Hiralal Laddha	Whole Time Director cum Chairman
02 Mr. Yogesh Laddha	Managing Director
03 Mr. Maheshchandra Kailashchandra Laddha	Whole Time Director
04 Mr. Kamlesh Kailashchand Laddha	Whole Time Director
05 Mrs. Pallavi Laddha	Whole Time Director
06 Mr. Shriniwas Shivraj Bhattad	Independent Non-Executive Directors
07 Mr. Basant Kishangopal Porwal	Independent Non-Executive Directors
08 Mr. Dilip Balkishan Porwal	Independent Non-Executive Directors
09 Mr. Raj Kumar Chechani	Chief Finance Officer
10 Mr. Rajiv Mahajan	Non-Executive - Independent Director
11 Mr. Anil Kumar Kabra	Non-Executive - Independent Director

15. DEPOSITS:-

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 - As per Annexure I

17. CORPORATE SOCIAL RESPONSIBILITY:-

The company has approved the CSR policy and the Company has contributed Rs.15.90 Lakh/- (Rupees Fifteen Lak) as per statutory requirement under the law. The main thrust of the company has been to contribute towards Tree Plantation, Eradicating hunger and Malnutrition, Promote Education, Ensuring Environmental Sustainability, Promoting Health Care Including Preventinve Health Care, Promote Rural Sports, Nationally Recognized Sports, Paralympics Sports and Olympic Sports, Sanitation, and Making Available Safe Drinking Water Facilities. Which are in accordance with CSR Policy of the Company and Schedule VII of The Companies Act, 2013. The Annual CSR Report of the Company is provided in Annexure II forming part of this report.

The CSR Committee is duly constituted with the following members:-

S. N. Name of Director	Designation
1. Yogesh Laddha	Chairman
2. Maheshchandra Kailashchandra Laddha	Member
3. Dilip Balkishan Porwal	Member

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:-

In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at http://www.manomaytexindia.com/. under Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the Company have been denied to access the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

19. RISK MANAGEMENT POLICY:-

Framework

Risk Management is a key aspect of the "Corporate Governance Principles and Code of Conduct" which aims to improve the the Companys activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts andcapitalization ofopportunities.

Background and Implementation

The Company is pronetoin herent business risks. This document is intended to formalize a risk management policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks.

This policy is incompliance with the Listing Agreement which requires the Company to laydown procedure for risk assessment and procedure for risk minimization.

The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Companys that the management controls the risks through properly defined network. Head of Departments shall be responsible for implementation of the risk management systemas may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

Committee

The Company has not made Risk Management Committee but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

20. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:-

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website (Link http://www.manomavtexindia.com/Revised-Nomination-Remuneration-Policy.pdf )

21. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THERE OF:-

Board Meeting:-

The Board of Directors of the Company met 12 (Twelve) during the year, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The names of the Directors their attendance at the Board Meeting and last Annual General Meeting of Company are given as below:

Name of the Director	Board Meeting held during Tenure of Director	Board Meeting attended	Attendance at the Last Annual General Meeting
Mr. Kailashchandra Hiralal Laddha	12	12	Yes
Mr. Yogesh Laddha	12	12	Yes
Mr. Maheshchandra Kailashchandra Laddha	12	12	Yes
Mr. Kamlesh Kailashchand Laddha	12	12	Yes
Mrs. Pallavi Laddha	12	12	Yes
Mr. Shriniwas Shivraj Bhattad	12	10	No
Mr. Basant Kishangopal Porwal	12	9	Yes
Mr. Dilip Balkishan Porwal	12	11	Yes
Mr. Sandeep Kumar Maniyar	4	4	NA
Mr. Rajiv Mahajan	4	4	NA

EXTRA ORDINARY GENERAL MEETING

1. During the year under review, The Company Does held extra ordinary general meeting of members on Monday 13.02.2023 to transact the following Business:

a) To Consider And Approve Increase Of Authorised Share Capital of The Company And Alteration Of The Capital Clause In The Memorandum Of Association Of The Company

b) To create, offer, issue and allot Equity Shares on a private placement/ preferential basis Type of Resolution: Special

c) Authority to the Board of Directors under Section 180 (1) (c) of the Companies Act, 2013 for borrowings upto the revised limit of Rs. 400.00 Crores.

d) Authority to the Board of Directors under Section 180 (1) (a) of the Companies Act, 2013 for creation of charge upto the revised limit of Rs. 400.00 crores.

e) To Regularise Appointment of Mr. Sandeep Kumar Maniyar (DIN: 02722430) as an Independent Director who was appointed as an Additional Independent Director.

f) To Regularise Appointment of Mr. Rajiv Mahajan (DIN: 09810426) as an Independent Director who was appointed as an Additional Independent Director.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 20.04.2022 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMMITTEES OF BOARD

Currently, the Board has Five committees i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Internal Complaint Committee. All committees are constituted with the proper composition of Independent Directors and Non-Executive Directors as specified in relevant provisions of Companies Act, 2013.

1. Nomination and Remuneration Committee Meetings:-

Name of the Committee Member	NRC Meeting held during Tenure of Director	NRC Meeting attended
Mr. Dilip Balkishan Porwal (Chairman)	4	4
Mr. Shriniwas Shivraj Bhattad	4	4
Mr. Basant Kishangopal Porwal	4	3
Mr. Sandeep Kumar Maniyar	1	1
Mr. Rajiv Mahajan	1	1

2. Audit Committee Meetings:-

Name of the Committee Member	Audit Committee Meeting held during Tenure of Director	Audit Committee Meeting attended
Mr. Basant Kishangopal Porwal (Chairman)	6	6
Mr. Dilip Balkishan Porwal	6	6
Mr. Yogesh Laddha	6	6

3. Stakeholder Relationship Committee Meetings:-

Name of the Committee Member	SRC Meeting held during Tenure of Director	SRC Meeting attended
Mr. Dilip Balkishan Porwal (Chairman)	4	4
Mr. Yogesh Laddha	4	4
Mr. Kamlesh Kailashchand Laddha	4	4

4. Corporate Social Responsibility Committee Meetings:-

CSR Meeting held Name of the Committee Member during Tenure of Director	CSR Meeting attended
Mr. Yogesh Laddha (Chairman) 2	2
Mr. Maheshchandra Kailashchandra 2 Laddha	2
Mr. Dilip Balkishan Porwal 2	2

5. Internal Complaint Committee Meetings:-

Name of the Committee Member	Internal Complaint Committee Meeting held during Tenure of Director	Internal Complaint Committee Meeting attended
Mrs. Pallavi Laddha ( Chairperson)	Nil	Nil
Mrs. Munna Devi Khatik	Nil	Nil
Mr. Bhagwati Lal Ahir	Nil	Nil
Mrs.Vandana Nuwal	Nil	Nil

22. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i). In the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii). The directors had 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 March 31, 2023 and of the profit and loss of the company for that period;

(iii). The directors had 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;

(iv) .The directors had prepared the annual accounts on a going concern basis;

(v). The directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) . The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. DECLARATION BY INDEPENDENT DIRECTORS:-

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Independent Directors have submitted their Independent Director Databank Registration number and certificates to the Board which was issued by Indian Institute of Corporate Affairs (IICA). The Independent Directors was Exempt for self-assessment tests of Indian Institute of Corporate Affairs (IICA).

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

There are no loans, guarantees or investments in excess of the limits prescribed u/s 186 of the Act.

25. INTERNAL CONTROL SYSTEMS:-

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.

27. PARTICULARS OF EMPLOYEE:-

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-VIII.

28. PERFORMANCE EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings &Strategic perspectives or inputs regarding future growth of company, etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

29. RELATED PARTY TRANSACTIONS:-

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and regulation 23 of the SEBI (listing Obligation & Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of Business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus disclosure in form AOC- 2 is not required. The related party disclosure has been uploaded on the Website of the Company at http://www.manomaytexindia.com/ under Investor>>Policy>> policy for determination of materiality of events.

Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures as per Accounting Standard - 18.

A statement in summary form of transactions with related parties is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

30. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

31. LISTING OF EQUITY SHARE OF THE COMPANY:-

The equity shares of the company are listed on the Main Board of Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has paid the Annual Listing Fees to BSE and NSE for the financial year 2023-24.

32. COMMITTEES:-

The Board of Directors of the Company constituted the following Committees:

> AUDIT COMMITTEE

The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkishan Porwal as the Members. The Committee is assigned role, powers and responsibilities as provide under clause 52 of the Equity Listing Agreement and Section 177 of the Companies Act, 2013.

> NOMINATION AND REMUNERATION COMMITTEE:-

During the year Mr. Sandeep Kumar Maniyar and Mr. Rajiv Mahajan were appointed as member of the committee w.e.f. 05/12/2022. Now The Nomination and Remuneration Committee comprises with Mr. Dilip Balkishan Porwal as Chairman, Mr. Shriniwas Shivraj Bhattad, Mr. Basant Kishangopal Porwal, Mr. Sandeep Kumar Maniyar and Mr. Rajiv Mahajan as members. Mr. Sandeep Kumar Maniyar casses to be member of the committee w.e.f. 07/07/2023 and company has appointed Mr. Anil Kumar Kabra as a new member. The purpose of NRC is to recommend the nomination and remuneration of Director, KMP and to evaluate the performance of Directors and board.

> CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:-

The Corporate Social Responsibility Committee comprises with Mr. Yogesh Laddha as Chairman, Mr. Dilip Balkishan Porwal Independent Director and Mr. Maheshchandra Kailashchandra Laddha as members. The role of committee is to formulate, design, Implement, review and monitoring of CSR activities in compliance of CSR objective and policy of the company.

> INTERNAL COMPLAINT COMMITTEE

The Internal Complaint Committee comprises with Mrs. Pallavi Laddha as Chairperson, Mrs. Munna Devi Khatik as Senior Lady Member, Mr. Bhagwati Lal Ahir Member and Smt. Vandana Nuwal as NGO Member. The purpose of Internal Complaint Committee is to provide safe environment for the female employees of the Company and employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

33. BOARD EVALUATION:-

In compliance with the provision of Companies Act, 2013 and Listing Compliances, the Board carried out at an annual evaluation of its own performance and Independent directors. It also evaluated the performance of its committees. The evaluation inter-alia covered different aspects viz. composition of board and its committees, qualification, performance, interpersonal skills, submission done by the director in varied disciplines related to the companys business etc.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:-

During the year under review no application was made, further no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

35. MANAGEMENT DISCUSSION AND ANALYSIS:-

The Management Discussion and analysis forms part of this annual Report as Annexure IV for the year ended 31^st March 2023.

36. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:-

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 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 provision of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. The company is committed to providing equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the companys office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

37. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at https://manomavtexindia.com/pdf/annual-report-return-2023.pdf

38. CORPORATE GOVERNANCE:-

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure V.

39. COMPLIANCES OF SECRETARIAL STANDARDS: -

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) read with the MCA Circulars granting exemptions in view of Covid-19 Pandemic.

40. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR)Regulations,2015, Certificate of non-disqualification of Directors as on 31.03.2023 has been received from Practicing Company Secretary and annexed as Annexure -VI of the Directors report.

41. COMPLIANCE WITH THE CODE OF CONDUCT

The Board has formulated code of Conduct for the Board Members and Senior Management of the company, which has been posted on the website of the company. It is affirmed that all the directors and senior management have complied with the code of conduct framed by the company and confirmation from all the directors, KMP has been obtained in respect of the F.Y. 31st March 2023, annexed as Annexure -VII.

42. ACKNOWLEDGEMENT:-

Your Directors take this Opportunity to thank the Customers, Shareholders, Suppliers, Bankers, Financial Institutions, Local Bodies, Executives and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the Textiles industry.

Place: Bhilwara	FOR & ON BEHALF OF THE BOARD OF DIRECTORS
Date: 31.08.2023	MANOMAY TEX INDIA LIMITED
Sd/-	Sd/-	Sd/-
Kailashchandra Hiralal Laddha	Yogesh Laddha	Mrs. Pallavi Laddha
(Chairman)	(Managing Director)	(Whole Time Director)
DIN: 01880516	DIN: 02398508	DIN:06856220