To,
The Members of Mask Investments Limited
The Directors are pleased to present herewith the thirty first Annual Report of Mask
Investments Limited (the Company) along with the Audited Standalone Financial Statements
for the Financial Year (F.Y.) ended March 31, 2023.
FINANCIAL HIGHLIGHTS:
Amount in Thousands
| Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Revenue from operations |
3083.85 |
2198.20 |
| Other Income |
6.17 |
0.08 |
| Total Revenue |
3090.02 |
2198.28 |
| Total Expenditure |
2301.95 |
1316.18 |
| Pro t Before Interest, Depreciation & Amortization and |
788.08 |
882.10 |
| Tax |
|
|
| Less: Interest |
- |
- |
| Less: Depreciation & Amortization expenses |
- |
- |
| Profit / (Loss) Before Taxation |
788.08 |
882.10 |
| Exceptional Item |
- |
- |
| Less: Provision For Taxation |
|
|
| - Current |
198.34 |
222.01 |
| - Deferred |
- |
- |
| - Prior Period Income Tax Exp. |
0.11 |
s635.93 |
| Profit after Tax |
589.62 |
24.17 |
| Contingent provision as per RBI prudential Norms |
- |
- |
| Net profit |
589.62 |
24.17 |
| Earnings per share (Basic) |
0.19 |
0.01 |
| Earnings per share (Diluted) |
0.19 |
0.01 |
1. STATE OF COMPANYS AFFAIRS
The total Revenue of the Company during the year was Rs. 30,83,853/- (Rupees Thirty
Lakh Eighty Three Thousand Eight Hundred and Fifty Three only) against Rs. 21,98,201/-
(Rupees Twenty One Lakh Ninety Eight Thousand Two Hundred One Only) in the previous
financial year.
The total expenditure during the year was Rs. 23,01,946/- (Rupees Twenty Three Lakh One
Thousand Nine Hundred and Forty Six Only) against Rs. 13,16,180/- (Rupees Thirteen Lakh
Sixteen Thousand One Hundred and Eighty Only) in the previous financial year.
The profit before tax for the year under review recorded to Rs. 7,88,078/- (Rupees
Seven Lakh Eighty Eight Thousand and Seventy Eight Only) compared to Rs. 8,82,104/-
(Rupees Eight Lakh Eighty Two Thousand One Hundred and Four Only) in the previous
financial year and the profit after tax for the year under review recorded to Rs.
5,89,624/- (Rupees Five Lakh Eighty Nine Thousand Six Hundred and Twenty Four Only)
compared to Rs.24,169 (Rupees Twenty Four Thousand One Hundred and Sixty Nine Only) in the
previous financial year.
2. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of Business by the Company during the period under
review.
3. DIVIDEND
With a view to conserve the resources for the Company, Directors have not recommend the
dividend for the year ended 31st March 2023.
4. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2022-23 is uploaded on the website
of the Company at www.maskinvestments.com.
5. TRANSFER TO RESERVES
For the Financial Year ended 31st March, 2023 the Company had not transferred any
amount to any reserve of the Company.
6. SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2023 is Rs. 3,50,00,000/-
(Rupees Three Crore Fifty Lakhs only) divided into 35,00,000 (Thirty Five Lakhs) equity
shares of Rs. 10/- each. During the year under review, there was no change in the
Authorized Share Capital during the Year.
The Paid up equity share capital as on March 31, 2023 is Rs. 3,05,15,000/- (Rupees
Three Crore Five Lakh Fifteen Thousand Only) divided into 30,51,500 (Thirty Lakh Fifty One
Thousand Five Hundred) equity shares of Rs. 10/- each. During the year under review, the
Company has neither issued any shares/convertible warrant nor has granted any stock
options and nor sweat equity Shares.
7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES PERFORMANCE AND
FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiary and Associate Company as on March 31, 2023. Hence,
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Companys subsidiaries/ Associate Companies
and Joint Ventures in Form AOC-1 is not Applicable for Financial year ended 31st March,
2023.
8. CORPORATE GOVERNANCE REPORT:
Pursuant to the Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Report on the Corporate Governance along
with the certificate from a Practicing Company Secretary certifying compliance with
conditions of Corporate Governance is attached as an integral part of the Annual Report.
9. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to the Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Management Discussion Analysis Report
is attached as an integral part of the Annual Report.
10. ACCEPTANCE OF DEPOSITS:
During the year under review, the company has not accepted any deposits within the
meaning of section 73 of the Companies Act, 2013 and the rules made thereunder.
11. DECLARATION BY THE INDEPENDENT DIRECTORS:
Pursuant to the Section 149 (6) of the Companies Act, 2013 and Regulation 16(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent
Directors of the Company have given declarations that they meet the criteria of
independence.
12. DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Narayan Saboo (DIN No. 00223324), Director of
the Company will retire by rotation at the ensuing Annual General Meeting and, being
eligible, has offered himself for re-appointment. The details of the aforesaid director,
his expertise in various functional areas as required to be disclosed under Regulation
36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing
Annual General Meeting.
The following changes took place in the composition of the Board of Directors during
the financial year 2022-23:
- Mr. Naresh Saboo has resigned from the post of Directorship of the Company w.e.f August
04, 2023.
- Mr. Jayesh Rasiklal Gandhi has resigned as the Independent Director of the Company w.e.f
August 04, 2023.
- Mrs. Ayushi Saboo, was appointed as an Additional Director and subsequently Managing
Director of the Company w.e.f August 04, 2023.
- Mrs. Bijay Laxmi Vishal Singh (Membership No.: A51192), has resigned from the position
of Company Secretary and Compliance Officer w.e.f August 04, 2023.
- Mr. Narayan Sitaram Saboo, Chairman & Director of the Company was appointed as the
Compliance Officer of the Company w.e.f August 04, 2023 till the appointment of Company
Secretary as compliance Officer.
- Ms. Ritu Agarwal (Membership No.: A70605) was appointed as the Company Secretary of the
Company w.e.f March 27, 2023.
Furthermore, the below mentioned change in board of directors occurred after the
closure of financial year 2022-23:
- Mr. Dishant Kaushikbhai Jariwala (DIN: 07482806), was appointed as an additional Non
–Executive Independent Director for the term of 5 consecutive years commencing from
April 29, 2023 to April 28, 2028 subject to approval of members
- Mr. Naresh Sitaram Saboo (DIN: 00223350) was appointed as an additional Non-Executive
Director of the Company w.e.f May 27, 2023
- Mrs. Pragya Rahul Memani (DIN: 06846968) was appointed as an additional Non-Executive
Independent Director for the term of 5 consecutive years commencing from May 27, 2023 to
May 26, 2028 subject to approval of members
- Mr. Sachin Jain, Independent Director of the company resigned from the post of
Independent Directorship of the Company, w.e.f May 20, 2023.
13. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
evaluation of the performance for the Directors individually as well for the Committees.
The performance of the Board / Committee was evaluated after seeking inputs from all
the Directors/ Committee members on the basis of the defined criteria including
composition and structure, effectiveness of meetings, information and functioning.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated, on the basis of relevant knowledge, expertise,
experience, devotion of time and attention to companys long term strategic issues and
understanding of duties, roles and function as Independent Director. The Directors
expressed their satisfaction with the evaluation process.
14. BOARD MEETINGS
During the year under review, 6 (Six) Board Meetings of the Company were convened. The
details of Board Meetings held during the Financial Year 2022-23 forms part of the
Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
15. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
Pursuant to the section 178 (3) of the Companies Act 2013, the policy for selection and
appointment of Directors, Senior Management and their remuneration including criteria for
Determining qualifications, positive attributes and other matters has been framed by the
Company. The Companys Remuneration Policy for directors, Key Managerial Personnel and
other employees is available on Companys website www.maskinvestments.com
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle
Blower Policy.
Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors
and employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil
Mechanism provides a mechanism for employees of the Company to approach the Chairperson of
the Audit Committee of the Company for redressal. All persons have access to the
Chairperson of the Audit Committee.
The policy of vigil mechanism is available on the Companys website at
www.maskinvestments.com
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has formulated a familiarization program for the Independent Directors to
provide insights into the Company to enable the Independent Directors to understand its
business in depth and contribute significantly to the Company. The details of such program
are available on the Companys website www.maskinvestments.com
18. COMPOSITION OF KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, pursuant to the Section 203 of the Companies Act, 2023,
the composition of the Company as on March 31, 2023 is as follows;
| Name |
Designation |
| Mrs. Ayushi M. Saboo |
Managing Director & CFO |
| Mr. Narayan Saboo |
Chairman & Director |
| Ms. Ritu Tarachand Agarwal |
Company Secretary & Compliance Officer |
19. COMPOSITION OF COMMITTEE
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following Committees constituted by the Board
according to their respective roles and defined scope:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of this
Report. Further, during the year under review, all recommendations made by the various
committees have been accepted by the Board.
20. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained, the Directors make the following statement in terms of Section 134(5) of the
Companies Act, 2013 confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and of
the profit of the Company for year ended on that date;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively;
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
21. STATUTORY AUDITOR & THEIR REPORT:
The Statutory Auditors of the Company, M/s. Rajendra Sharma & Associates, Chartered
Accountants, (Firm Registration No. 108390W) have audited the Financial Statements of the
Company. The Independent Auditors Report forms a part of this report and no adverse
remark/comment has been made in the said report by the Statutory Auditors. The report is
self-explanatory and do not call for any further comments.
M/s. Rajendra Sharma & Associates, Chartered Accountants, (Firm Registration No.
108390W) was appointed by the Members as the Auditors of the Company from the conclusion
of 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting of
the Company and that they are not disqualified for such appointment within the meaning of
Section 141 of the Companies Act 2013.
22. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF
COMPANIES ACT, 2013:
There are no frauds reported by the Auditor which are required to be disclosed under
Section 143(12) of Companies Act, 2013.
23. SECRETARIAL AUDITOR & THEIR REPORT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed
M/s Dhirren R. Dave & Co., Practicing Company Secretaries, Surat to conduct the
secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit
Report for F.Y 2022-23 is annexed as Annexure - I to the Directors Report.
Explanations with regard to observation made in Secretarial Audit Report are:
Company is required to obtain NBFC Registration, it has not obtained the same. - RBI
during the year vide its order dated 18th July, 2018 received on 19th July, 2018, due to
non-attainment of Net Operating Funds requirement as per RBI Act 1934 and in future the
company wishes to apply for fresh certificate of registration after attainment of Net
Operating Fund as per RBI Act 1934. Further Company is making efforts to attain Net
Operating Funds requirement as per RBI Act 1934 and to obtain the certificate again.
Clarification/Notices received from the Stock Exchange. – Various
clarifications/notifications received by the Company from Stock Exchange during the year
under review, the Company has timely made required submissions.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company doesnt fall under the thresholds of Section
135 of the Companies Act, 2013. Hence, provisions for Corporate Social Responsibility are
not applicable to the Company.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE
During the year under review, Loans, Guarantees and Investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the financial statements provided
in the Annual Report.
26. RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions entered with related
parties were on arms length basis and not material in nature and thus a disclosure in
Form AOC-2 in terms of Section 134 of the Act is not required. Details of all RPTs are
mentioned in the notes to financial statements forming part of the Annual Report.
27. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board formally adopted steps for
framing, implementing and monitoring the risk management plan for the Company by way of
Risk Management Policy. The main objective of this policy is to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting,
evaluating and mitigating risks associated with the business. The policy establishes a
structured and disciplined approach to Risk Management, in order to guide decisions on
risk related issues. In todays challenging and competitive environment, strategies for
mitigating inherent risks associated with Business and for accomplishing the growth plans
of the Company, are imperative. The common risks inter alia are risks emanating from;
Regulations, Competition, Business, Technology obsolescence, Investments, retention of
talent, finance, politics and fidelity. As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the same. The Risk Management Policy is
placed on the Companys website www.maskinvestments.com
28. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT
There are no such major material changes and commitments occurred, affecting the
financial position of the company which has occurred between the end of the financial year
of the company to which the financial statements relates and the date of the report.
29. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. The Companys internal control system is commensurate with its size,
scale and complexities of its operations. During the year, such controls were tested and
no reportable material weaknesses in the design or operation were observed.
30. LISTING OF SHARES AND LISTING FEES
The Equity Shares of your Company are listed on the National Stock Exchange of India
Limited. The Company has paid annual listing fees to the stock exchanges for the financial
year 2023-24.
31. REMUNERATION AND PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed as Annexure II to the Directors Report.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy,
technology, absorption and foreign exchange earnings and outgo is not applicable to the
Company.
33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013
The Company has an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. Your Directors further state that during the year
under review, No complaint was received from any employee during F.Y 2022-23 and hence no
complaint is outstanding as on 31st March, 2023 for redressal.
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS
During the year under review, there are not any significant or material orders passed
by the Regulators or Courts or tribunals impacting the going concern status and your
Companys operations in future.
35. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of the Company Secretaries of
India (ICSI) and the Company complies with all the applicable secretarial standards.
36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application before the
National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of
outstanding loans against customer and there is no pending proceeding against the Company
under Insolvency and Bankruptcy Code, 2016.
37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
During the year under review, it is not applicable to the Company, during the financial
year 2022-23.
38. GREEN INITIATIVES
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of 31st Annual General Meeting of the
Company will be sent to all the Members whose e-mail addresses are registered with the
Company/Depository Participant(s). Further, in compliance with the aforesaid MCA Circulars
and SEBI Circular notice of the AGM along with the Annual Report for F.Y. 2022-23 is being
sent only through electronic mode to those Members whose email addresses are registered
with the Company/ Depositories. Members may note that the Notice and Annual Report for the
F.Y. 2022-23 will also be available on the websites of the Stock Exchange i.e. National
Stock Exchange of India Limited at www.nseindia.com respectively.
39. CAUTIONARY STATEMENT
Statements in this report and its annexures describing companys projections,
expectations and hopes are forward looking. Though, these are based on reasonable
assumption, their actual results may differ.
40. ACKNOWLEDGMENT:
The Board of Directors wish to convey their appreciation for the commitment, dedication
and hard work done by the employees in the Company and the cooperation extended by Banks,
Government authorities, customers and shareholders of the Company and looks forward to a
continued mutual support and co-operation for the growth of the Company and all other
business associates for their continuous support to the Company and their confidence in
its management.
| Date: June 22, 2023 |
On behalf of the Board of Directors of |
| Place: Surat |
Mask Investments Limited |
|
Sd/- |
|
Narayan Sitaram Saboo |
|
Chairman & Director |
|
DIN: 00223324 |
+91-9892691696
