meera industries ltd share price Directors report

TO.

THEMEMBERS,

MEERAINDUSTRIES LIMITED

The Board of directors are pleased to present the 17TH Annual Report together with the Audited Financial Statements for the yearended on 31st March. 2023

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31.2023. are prepared in accordance with the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act. 2013 ("Act").

The summarized financial highlights is depicted below:

(Rs. In Lakhs)

	Standalone R esults		Consolidated Results
	2022 -23	2021 -22	2022 -23	2021 -22
Income from Operations	1871.93	3176.89	2033.76	3166.29
Other income	2739	22.75	27.39	2275
Total Income	1899.32	3199.66	206115	3189.06
Less Total Expenditure before Int.Oepreciation &Tax	1978.90	2716.99	207912	2698.58
Profit/(Loss) before Ini, Depreciation & Tax	- 79 58	686.65	-17.97	690.46
Less : Interest	9.98	n.51	10.39	11.51
Profit/(Loss) before Depreciation & Tax	-89.56	67316	-28.36	478.95
Less, Depreciation	108.67	10126	109.19	101.74
Profit/(Loss) before Exceptional and extraordinary items and Tax	-19823	371.88	-137.55	37721
Less . exceptional items	13 .44	19.72	0	0
Profit/(Loss) before Tax	-186.79	391.60	-137.55	377.21
Less. Current Tax	-	96.55	-	96.55
: Deferred Tax	0.31	15.59	-0.31	15.59
: Prior period items	620	-0.62	6.20	-0.62
Profit/(Loss) after Tax	180.28	28086	-133. 06	266.45
AdiL: Surplus/Deficit B/F.from Pre. Year	808.26	655.57	813D3	674.73
Less : Amount Transferred From Sundries (Others)	0	0	0	0
le?5_ : Interim Dividend	0	128.15	0	128.15
Less : Provision for Final Dividend	0	0	0	0
Less: Dividend Distri.Tax	0	0	0	0
Balance Carried to B/s	627.98	808.26	679.99	813.03

2. STATE OF COMPANYS PERFORMANCE (STANDALONE):

During the year under review.

The revenue of the company of Rs 1899.32 Lakhs as compared to Rs. 3199.64 Lakhs in the previous year.

The net loss after Tax to Rs -180.28 Lakhs as compared to profit of Rs. 280.84 Lakhs in the previous year.

3. STATE OF COMPANYS PERFORMANCE (CONSOLIDATED):

TheconsolidatedtotalrevenueofyourCompanyfor

FY2022-23;

The revenue of the company to Rs. 2061.15 Lakhs as compared to Rs. 3189.04 Lakhs in the previous year.

The net loss afterTax to Rs. -133.04 as compared to Rs. 266.45 in the previous year

A detailed discussion on financial and operational performance of the Company is given under ‘ Management Discussion and Analysis Report" forming part of this Annual Report

U. CHANGE IN NATURE OF

BUSINESS. IF ANY AND FUTURE OUTLOOK:

There has been no significant change in Ihe business carried on by the company and it continued to be plant and machinery for textiles and yarn Irade. At present your company has no plan to enter into any olher business. Further, the Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.

5. DIVIDEND:

The Board of directors has nol recommended dividend fortheyearunderreview.

6. ANNUALRETURN

Pursuant to Section 134(3) (a) of the Act. the draft annual return as on March 31. 2023. prepared in accordance with Section 92(3) of the Act. is made available on the website of the Company and can be assessed using the linkwww.meeraind.com

7. USE OF PROCEEDS IPO/FPO/ STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015:

Funds raised from the above mentioned issue has been utilized full amount for the purpose of objects as stated in prospectus There is no deviation/variation of funds raised by IPO/FPO.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in section 134(5) of the companies Act. 2013 your directors after due inquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended 3T¹ March. 2023 the applicable accounting standards have been followed and no material departures have been made from the accounting standards:

b) 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 3V March. 2023 and of the profit/loss of the company for that period;

c) 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:

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls as stated in explanation to section 134(5)(e) of the Companies Act. 2013 to be followed by the company and that such internal financial controls are adequate, commensurate with the nature and size of its business and are operating effectively:

0 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.

9. AUDITORS AND REPORT THEREON:

M/s. K A 5ANGHAVI AND CO LLP, Chartered Accountants (FRN No. 0120846W/W100289) appointed as statutory auditors of the Company for a second term of 5 (five) consecutive years until the conclusion of the 20" annual general meeting ofthe Company

The report of the Auditors is self-explanatory.There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation.The Noles on financial statements are self-explanatory, and needs no further explanation. Further the Auditors Report for the financial year ended. 31* March. 2023 is annexed to the Balance Sheet.

Your company has installed adequate internal financial controls with reference to the Financial Statements as reported by Auditorsfortheyearended31"March, 2023.

10. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

11. SECRETARIAL STANDARDS:

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India

12. SECRETARIAL AUDITOR

Pursuant to Section 204 ofthe Companies Act. 2013 read with Rules thereof, the Board of Directors had appointed M/s. Chirag Shah & Associates.. Practicing Company Secretary. Ahmedabad. as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2022- 23. A Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as Annexure A. There are no qualification, reservation or adverse remarks in secretarial audit report, which is self-explanatory.

13.INTERNALAUDITORS:

Pursuant to provisions of Section 138 of Companies Act. 2013 read with Rule 13 of the Companies (Accounts) Rules. 2014 and other applicable provisions if any of the Companies Act. 2013 M/s D D R & Co. Chartered Accountants, were re-appointed as Internal Auditor of Company for period of 1 yearfrom the F.Y. 2022-23

The Company continued to implement her suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations

14. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act. 2013 read with the Companies (Cost Records and Audit) Amendment Rules. 2014. the cost audit is not applicable to the Company.

15. PARTICULARSOFLOAN. GUARANTEE AND INVESTMENT UNDER SECTION 186:

Pursuant to the provisions of Section 186 of the Companies Act. 2013. with respect to a loan, guarantee, security or investments covered under are disclosed in the notes to the Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has implemented a policy on Related Party Transactions and the said Policy is available on the Companys website www.meeraind.com

There have been no materially significant related party transactions with the Companys Promoters. Directors and others as defined in Section 2(76) ofthe Companies Act. 2013 which may have potential conflict of interest with the Company at large.

Further, all such contracts/ arrangements/ transactions v/ere placed before the Audit Committee and Board, for their approval Prior approval/s of the Audit Committee/ Board are obtained on an annual basis, which is reviewed and updated on quarterly basis

All relaled party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly. Ihe disclosure of related party transactions, as required under Section 134(3)(h) of the Act. in Form AOC - 2. is not applicable.

17. AMOUNTS TRANSFERRED TO RESERVES:

The company has transferred the whole amount of Profit under the head Reserve and surplus account as per attached audited Balance sheet for the year ended on March 31.2023.

18. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

In the opinion of board of directors there are no material changes & have occurred after balance sheet dale till the date of the report affecting Ihe financial position of the company.

19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology, absorption, foreign exchange earnings and outgo as required U/S I34(3)(m) of Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules. 2014 is enclosed as Annexure B hereto and forms part of this report.

20. RISK MANAGEMENT POLICY:

The company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations. 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required

21. PARTICULARSOFDEPOSITS:

Company has not accepted any deposits falling within purview of the section 73 to 76 of The Companies Act. 2013 read with rules made there under There Are no overdue public deposits, unclaimed public deposits as on the last day of financial year.

22.SIGNIFICANT AND MATERIAL ORDERSPASSED BY REGULATORS:

Your directors confirmed that no significant and material orders have been passed by Regulators or Courts orTribunals impacting the going concern status and companiesoperations in future.

23.INTERNAL FINANCIAL CONTROLS:

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. The Company has placed proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022-23

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation v/ere observed.

Yours directors are of the opinion that looking to the size and nature of business of the company there is adequate internal financial control system and the said system is operating effectively. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143

of the Companies Act. 2013 is attached asAnnexure A of the Auditors Report

24.COMPANIES POLICIES ON

DIRECTORS* APPOINTMENT AND REMUNERATION:

The managerial remuneration paid to the directors during the financial year are as under.

Sr. No.	Name of Director	Designation	Managerial Remuneration paid (amount in Lacs)
1	Dharmesh Vinodbhai Desai	Chairman & Managing Director	33 .00
2	Bijal Dharmeshbhai Desai	Whole Time Director	23.6 0

As per the provisions of Section 197 of the Act. if any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval required under this section, he/she shall refund such sums to the company, within two years or such lesser period as may be allowed by the company, and until such sum is refunded, hold it in trust for the company. The company may waive the recovery of any sum refundable to it under section 197 pursuant to the receipt of permission from the Members of the Company through special resolution

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed m the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. hence no information as required under the provisions of Section 197 of the Companies Act. 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are provided in this report

In accordance with Section 178 of the Companies Act. 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors approved the Nomination and Remuneration Policy, which is available on Ihe website oftheCompanywww.meeraind.com

25. ANNUAL EVALUATION OF PERFORMNACE OF BOARD, DIRECTORS AND COMMUTES:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc As per 5EBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 and in terms of Rule 8(4) of the Companies (Accounts) Rules. 2014 company has laid down specific criteria for evaluation of annual performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.

The performance of Board and its Committees, individual Directors, and Chairpersons were found satisfactory

• DISCLOSURE RELATED TO BOARD. COMMITTEES AND POLICIES:

26. MEETINGSOFTHEBOARD OF DIRECTORS:

During the year under the review. 5 (Five) Board Meetings were held, with gap not exceeding the period prescribed under Companies Act. 2013 and Rules made thereunder. Details of Board Meetings held during the year and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report Board meeting dates were finalized in consultation with all Directors and agenda

papers backed up by comprehensive notes and detailed background information are circulated welt in advance before the date of the meeting thereby enabling the Board to take informed decisions. The intervening gap between the Board Meetings was within the period prescribed under the CompaniesAct.2013.

27. AUDITCOMMITTEE:

During the financial year 2022-23. following are the members of Audit Committee:

Sr. No.	Name of Directors	Designation	Category
1	MR. Hetal Rumendrabhai Mehta	Chairman	Independent Director
2	CA Mayank Yashwantrai Desai	Member	Non-executive Director
3	CA Sanjay Natwarlal Mehta	Member	Independent Director
4	Mr. Rajendra V Kalyani	Member	Independent Director

All members of the Audit Committee have accounting and financial management knowledge and expertlse/exposure. Required Audit Committee meetings were attended by the Internal Auditors. Statutory Auditors and Chief Financial Officer. The Company Secretary acts as the Secretary of the Audit Committee

The Chairman of the Audit Committee attended the

tast Annual General Meeting (AGM) held on 30" September. 2022 to answer shareholders queries. The brief details of the Audit Committee are given in Corporate Governance Report forming part of the AnnualReport.

28.STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Sr. No.	Name of Directors	Designation	Category
1	MR. Hetal Rumendrabhai Mehta	Member	Independent Director
2	CA Mayank Yashwantrai Desai	Chairman	Non-executive Director
3	CA Sanjay Natwarlal Mehta	Member	Independent Director
4	Mr. Rajendra V Kalyani	Member	Independent Director

The Stakeholders Relationship Committee The Committee review and ensures redressal of investor grievances.

Details of Investors grievances/Complaints:

No investor complaints received during the year. The pending complaints of the Shareholders/lnvestors registered with SEBI at the end of the current financial year ended on 31^sMarch. 2023 are NIL

There were no pending requests for share transfer/dematerializatlon of shares as of 31^v March 2023.

The brief details of Ihe Stakeholders Relationship Committee are given in Corporate Governance Report forming part of the Annual Report

29.NOMINATION AND

REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprise the following:

Sr. No.	Name of Directors	Designation	Category
1	MR. Hetal Rumendrabhai Mehta	Member	Independent Director
2	CA Mayank Vashwantrai Desai	Member	Non-executive Director
3	CASanjay Natwarlal Mehta	Member	Independent Director
4	Mr. Rajendra V Kalyani	Chairman	Independent Director

The Nomination and Remuneration Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company The Nomination and Remuneration Committee and the Policy are in compliance wilh Section 178 of the Companies Act. 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time). The Nomination and remuneration Committee has framed the NOMINATION AND REMUNERATION POLICY" The brief details of the Nomination and Remuneration Committee are given in Corporate Governance Report forming part of the Annual Report.

Note: For Nomination and Remuneration Committee Policy Please refer our website www.meeraind.com

30.CORPORATE SOCIAL

RESPONSIBILITIES (CSR) POLICY:

At present the company is not covered under CSR provisions as per criteria laid down under section 135{1) of the Companies Act. 2013. but company has voluntarily constituted CSR Committee and the said committee has framed CSR policy as per schedule VII.

The Company has voluntarily constituted a CSR Committee. The CSR Committee comprises of the following members:

Sr. No.	Name of Directors	Designation	Category
1	MR. Hetal Rumendrabhai Mehta	Member	Independent Director
2	CA Mayank Yashwantrai Desai	Member	Non-executive Director
3	CA Sanjay Natwarlal Mehta	Chairman	Independent Director
4	Mr. Rajendra V Kalyani	Member	Independent Director

The CSR Policy may be accessed on the Companys website at www.meeraind.com

31. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of company met one time during the year on 13ⁿ August. 2022 where all the Independent Directors were present under the requirement of Regulation 25 of SEBI (Listing Obtigationsand Disclosure Requirements) Regulations. 2015.

32. DECLARATION BY INDEPENDENT DIRECTORS & FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

independent Director have given necessary declaration under Section 149(7) of the Companies Act. 2013 and Regulation 16(1)(b) of the Listing Regulations, and as per the said declarations, they fulfill the criteria of Independence as provided in Section 149(6) of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 The same has been recorded by the Board of Directors.

The Independent Directors have also confirmed that there has been no change in the circumstances which may affect their status as Independent director and they are not aware of any circumstance or situation, which exist or maybe reasonably anticipated, that couldimpair or impact their ability to discharge duties with an objective independent judgment and without any external influence and that they are independent of the management. A Statement of said affirmation by the Independent Directors is annexed hereto (Annexure-C) andforms part of this Report.

A policy on familiarization program for independent directors has been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.The policy is available at companys website www.meeraind com

33. CHANGEIN COMPOSITION OF BOARD:

Directors&KMP:

• As of March 31.2023. your Companys Board had Six members comprising of 2 Executive Directors and 3 independent directors and 1 non-executive director The Directors of your Company are well experienced having expertise in their respective fields of technical, finance, strategic and operational management andadministration.

• In accordance with the provisions of Section 152 of the Act. read with rules made thereunder and Articles of Association of the Company. MRS. BIJAL DHARMESHBHAI DESAI. Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for reappointment.

During the year following changes in

directorship

were made;

• In Financial year 2022-2023. the Board has appointed Mr. Rajendra Kalyani as an Additional Independent Director on 18 " May. 2022 and the Members has regularized him as an Independent Director through its Postal Ballot Meeting as on 13" August. 2022.

None of the Directors of your Company are disqualified under the provisions of Section !64(2)(a) and (b) of the Act.

36.DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued Equity Shares with differential rights.

35. DISCLOSURE REGARDING ISSUE OFSWEATEQUITYSHARES:

The Company has not issued sweat Equity shares during the FinancialYear 2022-23

36. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued Employee Stock Options during the FinancialYear 2022-23.

37. REDEMPT10N OF SHARES / DEBENTURES:

The Company has not redeemed any shares during the Financial Year 2022-23.

38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:

As on 31" March. 2023. no amount is required to be transfer to investor education protection fund.

39. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act. 2013. and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy /vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Companys code of conduct The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at www.meeraind com

40. PREVENTION OFINSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance withtheCode.

The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with

Ihe PIT Regulations. This Code is displayed on the Companys website -www.meeraind.com

41. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Parl-C of Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing Regulations), the Report on Corporate Governance is annexed hereto and forms part of this Report - Annexure-D. Your Company is committed to transparency in all Its dealings and places high emphasison business ethics

The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by CS Raimeen Maradiya. Company Secretary in Practice (C P No. 17554). pertaining to the compliance of the conditions of Corporate Governance, is also annexed Annexure-E hereto which forms part of this Report

42. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. the Management Discussion and Analysis Report forms part of this Annual Report being attached as AnnexureF

<43.DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Your company has one Subsidiary name MEERA INDUSTRIES USA. LLC situated in USA. Your company has no joint venture or associates. Hov/ever. particulars of Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in the prescribed format A0C-1 has been enclosed under Annexure-G with the report and forms part of this report.

4A.BUSINESS RESPONSIBILITY REPORT:

The company has been exempted from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations.2015.

45.CODE OF CONDUCT:

The Company has adopted Code of Business Conduct & Ethics ("the Code") which is applicable to the Board of

Directors, Senior Management, Key Managerial Personnel. Functional heads and all professional serving in the roles of finance, tax. accounting, purchase and investor relations of the Company. The Board of Directors and the members of Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is placed at the end of this report as Annexure-H.The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Companys website - www.meeraind.com

46. KEY MANAGERIAL PERSON:

Pursuant to the provisions of section 203 of the Companies Act. 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the company:

1) Mr. Dharmesh Vinodbhai Desai. Chairman & Managing Director

2) Mrs Bijal Dharmesh Desai. WholeTime Director

3) Mrs. Bhavisha Kunal Chauhan. Company Secretary and Compliance Officer

4) Mr Vinod Ojha. Chief Financial Officer

OTHER DISCLOSURES

47. GENERALMEETINGS:

16™Annual General Meeting of the Company was held at on Friday. 30 September. 2022 at 04:00 p.m through video conferencing/other audio visual means.

48. INSURANCE:

Your Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

49. MD AND CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is published in this report as Annexure-I

50. DISCLOSURE RELATING TO EMPLOYEES:

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. hence no information as required under the provisions of Section 197 of the Companies Act. 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014are provided in this report

51. DISCLOSURE UNDER SECTION 22 OFTHESEXUALHARASSMENTOF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013. the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal isplaced on the intranet for the benefit of employees.

Following is a summary of sexual harassment complaints received and disposed off during F.Y. 2022- 23.

No of complaints not resolved as on 1st April. 2022: Nil

No. of complaints received in financial year 2022-23: Nil

No. of complaints resolved in financial year 2022-23: Nil

No. of complaints not resolved as on 31st March. 2023: Nil

52. EQUAL EMPLOYMENT OPPORTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are

treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age. national origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law. Alt decisions regarding employment will be taken based on merit and business needs only.

53. Declaration signed by the Managing Director stating that the members of board of Directors and senior management personnel have affirmed compliance with Ihe code of conduct of board of Directors and senior management is annexed as a part of the report ("Annexure-J").

53. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions /events on these items, during the year under review

1. issue of equity shares with differential rights as to dividend, voting or otherwise

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impacl the going concern status and the Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under 5ection 67(3)@of theAct).

5 Change in the nature of business of your Company

6. Application made or any proceeding pending under the Insolvency and Bankruptcy Code. 2016.

7. One time settlement of loan obtained from the banks or financial institutions.

Place: SACHIN. SURAT Date: 14/08/2023

54. ACKNOWLEDGMENT:

Your directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Companys progress, as partners, through their continued support and co-operation.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to growand excel.

55. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labor negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information orevents or otherwise.

For and on behalf of Board of Directors

MEERA INDUSTRIES LIMITED

Dharmesh V. Desai

Chairman and Managing Director DIN:00292502