To
The Members,
MEGA FLEX PLASTICS LTD
1. INTRODUCTION:
Your Directors have pleasure in presenting their 19th Annual Report along with the
Audited Financials
Statement for the year ended March 31, 2023.
The Accounting Year of the Company commenced from 1st April 2022 and ended
on 31st March,
2023, in respect of which the accounts are being presented to the shareholders. The
financial highlights for the period under review are as follows:
2. FINANCIAL HIGHLIGHTS FOR THE COMPANY:
(Rupees in Lakhs)
Particulars |
F.Y. 2022-2023 |
F.Y. 2021-2022 |
Total Income |
5,444.66 |
4,739.16 |
Profit/(Loss) Before Tax |
293.07 |
370.77 |
| Provision for Taxation |
74.10 |
105.33 |
| Deferred Tax Provision |
4.06 |
-47.64 |
Profit/(Loss) After Tax |
214.91 |
265.92 |
| Balance BF from Last year |
2,929.68 |
2,235.31 |
| Excess provision Adjusted |
- |
- |
Balance carried to Balance Sheet |
3,144.59 |
2,501.23 |
3. COMPANY PERFORMANCE:
The Company has made the profit after tax of Rs. 214.91 Lakhs for the year under review
as against the profit after tax of Rs. 265.92 Lakhs in the previous year.
The Issued and Paid-up Capital of the Company as on 31st March, 2023 was Rs.
10,74,50,250/- comprising of 1,07,45,025 equity shares of face value of Rs.10/- each
4. SHARE CAPITAL:
The Authorised Share Capital of the Company as on 31st March, 2023 was
Rs.11,00,00,000/- comprising of 1,10,00,000 equity shares of Rs.10/- each.
The Issued and Paid-up Capital of the Company as on 31st March, 2023 was Rs.
10,74,50,250/- comprising of 1,07,45,025 number of equity shares of face value of Rs.10/-
each.
The Company had come up with the Initial Public Offering (the "IPO") of Rs.
11,40,00,000/- comprising of 28,50,000 shares @ Rs. 40/- per share having Face Value Rs.
10/- per share and Securities Premium of Rs. 30/- per share on the Emerge Platform of the
National Stock Exchange of India Limited ("the NSE").
Prior to the IPO the company had issued Equity Shares by way of Bonus Issue to the
existing shareholders in the ratio of 7:2 comprising of 61,40,575 (Sixty-One Lakh Forty
Thousand Five Hundred Seventy-Five) number of Equity Shares against the existing 17,54,450
(Seventeen Lakh Fifty Four Thousand Four Hundred Fifty) total no. of the equity shares
existing as fully paid up in the company.
M/s Cameo Corporate Services Limited, duly registered under the Securities Exchange
Board of
India, has been appointed as the Share transfer and Agent and Registrar to an Issue of
the Company in accordance to the Regulation 7 of the Securities Exchange Board of India
(Listing and Obligations of Disclosure Requirements) Regulations, 2015.
5. SWEAT EQUITY SHARES:
As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of
Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued any Sweat Equity Shares.
6. DIFFERENTIAL VOTING RIGHTS:
As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of
Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not
issued any shares with Differential Voting Rights.
7. EMPLOYEE STOCK OPTIONS:
As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of
Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not
issued any Employee
Stock Options.
8. DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:
During the year under review, the Company has not issued any debentures, bonds,
warrants or any nonconvertible securities. As on date, the Company does not have any
outstanding debentures, bonds, warrants or any non-convertible securities.
9. LISTING & DEPOSITORY FEE:
The Equity Shares of the Company are listed on SME Platform of National Stock Exchange
of India Limited (NSE Emerge). The Company has paid Listing fees for the financial to the
prescribed norms & regulations. Company has also paid Annual Custody Fee to National
Securities Depository Limited and Issuer Fee to Central Depository Services (India)
Limited for the financial year 2022-23.
10. DEMATERIALIZATION OF EQUITY SHARES:
During the year under review all the existing shares in the Physical mode were
dematerialized and entire shareholding is in demat mode.
11. DEPOSITORY SYSTEM:
As the Members are aware, your Companys shares are trade-able compulsorily in
electronic form and your Company has established connectivity with both the National
Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages offered by the depository system, the members
are requested to avail the facility of dematerialization of the Companys shares on NSDL
& CDSL. The ISIN allotted to the Companys Equity shares is INE0G1D01014.
12. WEBSITE: https://megaflex.co.in is the website of the company. All the
requisite details, policy are placed on this website of the company
13. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES:
It is not proposed to carry any amount to any reserves from the profits of the Company.
Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.
14. DIVIDEND:
In order to conserve resources, the Board does not recommend any final dividend for the
financial year ended 31st March, 2023.
15. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR:
The Company continues to be engaged in the manufacturing of Leno Bags, Twisted Sutali
and Woven Fabrics. During the year under review, there was no change in nature of the
business of the Company. Your company has purchased UPS worth Rs. 22,50,000/-, Yarn
Twister Machine Rs. 10,00,000/-, Stitch Sewing Machine Rs. 8,77,000/-
8. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate
and the date of the report.
9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review, your Company did not have any subsidiary, associate and
joint venture company.
10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The company has an optimum combination of the Board of Directors as on the 31st
March, 2023 comprising of 6 Directors, out of which 3 are Executive and 3 are
Non-Executive Independent Directors, 1 Chief Financial Officer and a Company Secretary
& Compliance officer as on the date of the report is:
NAME |
DIN/PAN |
DESIGNATION |
DATE OF APPOINTMENT / RE- APPOINTMENT EFFECTIVE FROM |
Mohan Lal Parakh |
02186254 |
Chairman and Whole Time Director |
29/06/2022 |
| Hukum Chand Bothra |
00550653 |
Managing Director |
01/06/2022 |
| Rakesh Sethia |
00409033 |
Executive Director |
18/11/2003 |
| Aakriti Agarwal |
09053941 |
Independent Director |
01/06/2022 |
| Alok Kanodia |
09594643 |
Independent Director |
01/06/2022 |
| Puja Daga |
09594635 |
Independent Director |
01/06/2022 |
| Sanjay Kumar Singh |
ATOPS9732Q |
Chief Financial Officer |
01/06/2022 |
Parul Mantri |
CSXPM8389P |
Company Secretary & Compliance Officer |
08/07/2022 |
Mr. Mohan Lal Parakh tenure has been increased for a term of further 5 years w.e.f
29/6/ 2022, Mr. Hukum Chand Bothra has been re-designated from Whole Time Director to the
Managing Director of the Company for a term of 3 years w.e.f 01/06/2022 vide passing a
special resolution at Extra Ordinary General Meeting held on the 29/06/2022. Mr. Sanjay
Kumar Singh has been appointed the Chief Financial Officer of the Company and Mrs. Parul
Mantri, have been appointed as the Whole Time Company Secretary & Compliance Officer
of the Company. All of them have been appointed in the category of Key Managerial
Personnel as per the provisions of section 203 of the Companies
Act, 2013.
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of the Company, Mr. Mohan Lal Parakh (DIN: 02186254)
is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offers himself for reappointment.
Form DIR-2 duly initialled by Mr. Mohan Lal Parakh has been annexed in ANNEXURE-A
11. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Details have been annexed in ANNEXURE-B
12. DECLARATION OF INDEPENDENT DIRECTORS:
Requisite declarations u/s 149(6) of the Companies Act, 2013 declaring the criteria of
Independence for the appointment of the Independent Directors has been received by the
company. Furthermore, the directors have also given the declaration under the provisions
of Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing and
Obligations of Disclosure Requirements) Regulations, 2015 and Section 152(5) of the
Companies Act, 2013 and rule 8 of Companies (Appointment and Qualification of Director)
Rules, 2014 in Form DIR-2.
13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On appointment, the concerned Directors were issued a Letter of appointment setting out
in detail, the terms of appointment, duties, responsibilities and expected time
commitments. Each newly appointed Independent Director is taken through an induction and
familiarization program including the presentation and interactive session with the
Committee Members and other Functional Heads on the Companys finance and other important
aspects. The details of Familiarization Programme arranged for Independent Directors have
been disclosed on the website of the Company and are available at the following link:
https://megaflex.co.in/corporate-governance/
14. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors met 19 times during the financial year ended 31st
March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder, details of which are given below:
S.NO. |
DATE OF MEETING |
BOARD STRENGTH |
NO. OF DIRECTORS PRESENT |
| 1 |
21-04-2022 |
3 |
3 |
| 2 |
24-05-2022 |
3 |
3 |
| 3 |
01-06-2022 |
3 |
3 |
| 4 |
10-06-2022 |
2 |
2 |
| 5 |
23-06-2022 |
2 |
2 |
| 6 |
29-06-2022 |
2 |
2 |
| 7 |
08-07-2022 |
6 |
6 |
| 8 |
15-07-2022 |
6 |
4 |
| 9 |
19-07-2022 |
6 |
4 |
| 10 |
22-07-2022 |
6 |
4 |
| 11 |
25-07-2022 |
6 |
4 |
| 12 |
30-07-2022 |
6 |
4 |
| 13 |
17-08-2022 |
6 |
3 |
| 14 |
29-08-2022 |
6 |
6 |
| 15 |
14-09-2022 |
6 |
3 |
| 16 |
14-10-2022 |
6 |
3 |
| 17 |
03-11-2022 |
6 |
6 |
| 18 |
25-02-2023 |
6 |
3 |
| 19 |
28-03-2023 |
6 |
2 |
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
your Directors state that:
1. In the preparation of the annual accounts, the applicable accounting standards have
been followed with proper explanation relating to material departures, if any;
2. They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have 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 its Profit/Loss for the year ended on that date;
3. They have taken proper and sufficient care to 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; and
4. They have prepared the annual accounts for the year ended 31st March, 2023 on a
‘going concern basis; and
5. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating .
16. COMMITTEES OF BOARD:
The Board of Directors has constituted the following Committees, viz.;
(i) AUDIT COMMITTEE:
The Audit Committee was constituted on 08.07.2022. The Constitution, composition and
functioning of the Audit Committee also meets with the requirements of Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. All the recommendations of Audit Committee have been
accepted by the Board of Directors of the Company
The Audit Committee comprises of:
NAME OF DIRECTOR |
STATUS IN COMMITTEE |
NATURE OF DIRECTORSHIP |
| Puja Daga |
Chairperson |
Non-Executive Independent Director |
| Alok Kanodia |
Member |
Non-Executive Independent Director |
| Aakriti Agarwal |
Member |
Non-Executive Independent Director |
| Rakesh Sethia |
Member |
Executive Director |
Mrs. Parul Mantri, the Company Secretary and Compliance as the Secretary and Compliance
Officer of the 17. ROLE OF AUDIT COMMITTEE: The role of the Audit Committee shall
include the following:
Oversight of the companys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
Recommendation for appointment, remuneration and terms of appointment of auditors of
the company;
Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
Reviewing, with the management, the annual financial statements and auditors report
thereon before submission to the board for approval, with particular reference to: Matters
required to be included in the directors responsibility statement to be included in the
boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013; Changes, if any, in accounting policies and practices and reasons for the same;
Major accounting entries involving estimates based on the exercise of judgment by
management;
Significant adjustments made in the financial statements Compliance with listing and
other legal requirements relating to financial statements; Disclosure of any related party
transactions; Modified opinion(s) in the draft audit report;
Reviewing, with the management, the quarterly financial statements before submission to
the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the prospectus / notice and the
report submitted by the monitoring agency monitoring the utilisation of proceeds of a
public or rights issue, and making appropriate recommendations to the board to take up
steps in this matter;
Reviewing and monitoring the auditors independence and performance,andeffectivenessof
audit process;
Approval or any subsequent modification of transactions of the company with related
parties; scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the listed entity, wherever it is necessary;
Evaluation of internal financial controls and risk management
Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit staffing department, and official seniority heading the
department, reporting the structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
To review the functioning of the whistle blower mechanism;
Approval of appointment of chief financial officer
afterassessingthequalifications,experience and background, etc. of the candidate;
Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.
Monitoring the end use of funds raised through public offers and related matters.
Carrying out any other function as is mentioned in the terms of reference of the audit
committee.
Further, the Audit Committee shall mandatorily review the following information:
Management discussion and analysis of financial condition and results of operations;
related party transactions (as defined by the audit committee), Statement of significant
submitted by management;
Management letters / letters of internal control weaknesses issued by the statutory
auditors; internal audit reports relating to internal control weaknesses; and the
appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.
statement of deviations: (a) half yearly statement of deviation(s) including report of
monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation
32(1); (b) annual statement of funds utilized for purposes other than those stated in the
prospectus/notice in terms of Regulation 32(7).
(ii) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee was constituted on 08.07.2022. The
Constitution, composition and functioning of the Stakeholders Relationship Committee also
meets with the requirements of Section 178 of the Companies Act, 2013. The Stakeholders
Relationship Committee comprises of:
Name of Director |
Status in Committee |
Nature of Directorship |
| Puja Daga |
Chairperson |
Non-Executive Independent Director |
| Hukum Chand Bothra |
Member |
Managing Director |
| Rakesh Sethia |
Member |
Executive Director |
Mrs. Parul Mantri, the Company Secretary and Compliance Officer of the Company had
acted as the Secretary and Compliance Officer of the No complaints was received during the
year ended 31/03/2023 from any of the investors.
Role of the Stakeholders Relationship Committee
Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc;
Review of measures taken for effective exercise of voting rights by shareholders;
Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent;
Review of the various measures and initiatives taken by the listed entity for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company; and
To carry out any other function as prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as and when amended from time to time.
(iii) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee was constituted on 08.07.2022. The
Constitution, composition and functioning of the Audit Committee also meets with the
requirements of Section 178 of the Companies Act, 2013. All the recommendations of the
Nomination and Remuneration
Committee have been accepted by the Board of Directors of the Company
The Nomination & Remuneration Committee comprises of:
Name of Director |
Status in Committee |
Nature of Directorship |
| Mrs. Puja Daga |
Chairperson |
Independent Director |
| Mr. Alok Kanodia |
Member |
Independent Director |
| Mrs. Aakriti Agarwal |
Member |
Independent Director |
Mrs. Parul Mantri, the Company Secretary and Compliance Officer of the Company had
acted as the Secretary and Compliance Officer of the Nomination and Remuneration
Committee.
Set forth below are the role of our Nomination and Remuneration Committee.
Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may: use the services
of an external agencies, if required; o consider candidates from a wide range of
backgrounds, having due regard to diversity; and o consider the time commitments of the
candidates.
Formulation of criteria for evaluation of performance of independent directors and the
board of directors;
Devising a policy on diversity of board of directors;
Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board of
directors their appointment and removal.
To extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.
To recommend to the Board, all remuneration, in whatever form, payable to senior
management.
18. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
The provisions of Section 178(1) relating to the constitution of Nomination and
Remuneration Committee has been constituted by the Board of Directors of the Company at
their meeting held on the 8th Day of July, 2022. Accordingly, the policy related to the
Directors appointment, payment of Remuneration and discharge of their duties have been
updated on the website of the company:https://
megaflex.co.in/wp-content/uploads/2022/07/06_NOMINATION-AND-REMUNERATION-POLICY.pdf
19. SHAREHOLDING
The Shareholders of the Company as on 31st March, 2023 has been updated on
the website of the
Company: https://megaflex.co.in/shareholding-patterns/
20. AUDITORS:
M/s S. Jaykishan, Practising Chartered Accountants (FRN: 309005E) and Peer Review
Certificate No.014338 was appointed as the Statutory Auditors of your Company upto the
financial year ended 31st March, 2026 in the previous Annual General Meeting on
the 31st Day of August, 2022 at a remuneration mutually fixed between the Board
of Directors of the Company and the Statutory Auditors including the pocket expenses
incurred, if any.
Mukesh Chaturvedi, Practicing Company Secretary (M.No. FCS11063; CP No. 3390) and Peer
.939/2020 as the Secretarial Auditor ReviewCertificate of the Company at a Board Meeting
by the Board of the Directors on recommendation of the Audit Committee at the Board
Meeting held on the 3rd Day of November, 2022 for the Financial Year 2022-2023 at
remuneration mutually fixed between the Board of Directors of the Company and Secretarial
Auditors including the pocket expenses incurred, if any.
Furthermore, Mukesh Chaturvedi have been re-appointed as the Secretarial Auditor of the
Company for the Financial Year 2023-2024 w.e.f. 23/05/2023 at remuneration mutually fixed
between the Board of Directors of the Company and Secretarial Auditors including the
pocket expenses incurred, if any
21. STATUTORY AUDITORS REPORT:
The notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. There were no qualifications,
reservations or adverse remarks made by the Statutory Auditors in their report for the
year ended 31st March, 2023.
22. PARTICULARS OF LOANS GIVEN, GUARANTEE GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under review, your Company has made loans, given guarantees, provided
securities and made investments in compliance with Section 186 of the Act. The details are
mentioned in the Financial Statement.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO
SECTION 188 OF THE COMPANIES ACT, 2013:
During the financial year under review, the details of the transactions/ contracts/
arrangements entered into with the related party(ies) by the Company have been annexed in
the Form AOC-2 in
Annexure-C
24. DEPOSITS:
The Company has not accepted any deposits from the public. Hence the directives issued
by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act
2013 or any other relevant provisions of the Act and the Rules there under are not
applicable.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have been furnished considering the
nature of activities undertaken by the
Company during the year under review.
The Statement has been annexed in Annexure-D
During the year under review, the Company had imported 148.50 Metric Tonne of Raw
Material i.e. Polypropylene Plastic (PP).
26. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has developed and implemented a risk management policy which
identifiesmajor risks which may threaten the existence of the Company. The Company has
laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by
the Board from time to time. The major risks have been identified by the Company and its
mitigation process/measures have been formulated in the areas such as business, project
execution, event, financial, human, environment and statutory compliance.
27. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunal
which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not
required.
28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (VIII) OF COMPANIES (ACCOUNTS) RULES, 2014:
Adequate internal control systems commensurate with the nature of the Companys
business and size and complexity of its operations are in place has been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
29. DISCLOSURE FOR MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL
GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013:
The provisions of section 148(1) are not applicable to the Company. Hence the Company
is not required to maintain cost accounts and records.
30. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT 2013:
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has
constituted Internal Complaints Committees (the ICC) at all relevant locations in West
Bengal to consider and resolve the complaints related to sexual harassment. The ICC
includes Cs Pragya Jhunjhunwala, external members with relevant experience and three
internal members Ms. Sweta Singhi, Mr. Sanjay Kumar
Singh and Mr. Raunak Tater. The ICC, is presided over by the Chairwoman Ms. Sweta
Singhi.
During the year under review, there were no complaints pertaining to sexual harassment.
The following is the summary of Sexual Harassment Complaints received and disposed off
during the Calendar Year 2022: a. Number of Complaints of Sexual Harassment at the
beginning of the Financial year: NIL b. Number of Complaints disposed off during the year:
NIL c. Number of Complaints pending as on the end of the Financial year: NIL d. Nature of
action taken by the Company: NA
The Detailed Report has been annexed in Annexure-E
31. REPORTING OF FRAUDS
During the year under review, there have been no frauds reported by the Statutory
Auditors of the Company under Section 143(12) of the Act.
32. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 relating to
‘Meetings of the Board of Directors and SS-2, relating to ‘General Meetings,
have been duly followed by the Company during the year under review.
33. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the rules made thereunder,
your Company has re-appointed Mr. Mukesh Chaturvedi, Practicing Company Secretary to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY
2022-23 is provided as Annexure-B of this report. There are no qualifications or
reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.
34. ACKNOWLEDGEMENT
Your Directors record their appreciation for the full co-operation received from the
banks, other agencies and departments. The Directors are also thankful to staff and
workers for their sincere cooperation and performance.
|
For and on behalf of the Board |
|
SD/- |
|
Mohan Lal Parakh |
Place: KOLKATA |
Chairman & Whole Time Director |
Date: 23/05/2023 |
(DIN–02186254) |
+91-9892691696
