mega nirman & industries ltd share price Directors report


To the Members,

Mega Nirman & Industries Limited

Your Directors have pleasure in presenting the 40th Annual Report together with audited financial statements & accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

Particulars

Year ended March 31, 2023 Year ended March 31, 2022
Income 169.185 40.99
Total Expenditure 167.557 31.37
Net Profit / (Loss) before Exceptional and 1.628 9.61
Extraordinary items and Tax
Extraordinary items - -
Net Profit/(Loss) before Tax (PBT) 1.628 9.61
Provision for Income Tax-Current 0.463 2.33
Provision for Deferred Tax 0.046 0.10

Profit for the period

1.21 7.17

The Financial Statement, in accordance with the Companies Act, 2013 ("the Act"), Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) and applicable Accounting Standards forms part of this Report.

2. STATE OF COMPANYS AFFAIR & OPERATIONS

The Company is involved in the business of acquiring, dealing in other precious metals, precious stones, jewellery and buying, selling and dealing, wholesale and retailing, in precious metals, precious stones, jewellery and articles made of precious metals, precious stones articles of virtue and objects of art.

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review, the Company has not earned much profit and hence your Director proposes to plough back the profits in the business of the Company and create reserve for the Company. Accordingly, the Board of Directors has not recommended any dividend for the financial year 2022-23.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital:

The authorized share capital of the Company as at March 31, 2023 was Rs. 28, 25, 00,000/- Paid-up Share Capital:

The paid-up share capital as at March 31, 2023 stands at Rs. 3,34,75,000/- comprising of 33,47,500 equity shares of Rs. 10/- each fully paid up. There was no public issue, bonus issue or preferential issue, etc. during the year.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, the following are the Directors of the Company designated as follows:

Name of Director

Designation Date of Appointment

Date of Cessation

Mr. Monendra Srivastava 1.

Independent Director May 05, 2016

-

Mrs. Sushma Jain 2.

Independent Director August 26, 2019

-

Mr. Vinay Singh* 3.

Independent Director January 16, 2021

July 12, 2022

Mr. Mohan Jagdish Agarwal 4.

Executive Director February 10, 2021

July 21, 2023

Mr. Zabihullah Burhani 5.

Executive Director July, 21, 2022

-

Mr. Anand Rai 6.

Executive Director June 25, 2021

-

Mr. Govind Swaroop Mishra 7.

Independent Director October 12, 2022

-

Mr. Ankan Gupta 8.

Executive Director June 01, 2023

-

Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder, the following are the Key Managerial Personnels of the Company designated:

Name of Director

Designation

Date of Appointment

Date of Cessation

1. Mr. Zabihullah Burhani*

Whole Time Director

January 11, 2021

July 21, 2022*

2. Mr. Ramanuj Murlinarayan Darak **

Whole Time Director

July 21, 2022#

-

3. Ms. Kanika Chawla Company Secretary August 10, 2019 -

4. Mr. Himanshu Gopal

Chief Financial Officer

August 27, 2019

-

*Mr Zabihullah Burhani cease to be Wholetime director w.e.f. 21.07.2022*.

6. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16(1)(b)of the Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

7. MEETINGS OF THE BOARD & COMMITTEE ‘s

A tentative calendar of Meeting is prepared and circulated well in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. During the year ended March 31, 2023, the Board met 7 times, Audit Committee met 5 times and Nomination

& Remuneration Committee met 2 times. The details of Board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Report.

Further, all the recommendations of Audit Committee were accepted by the Board of Directors.

8. INDEPENDENT DIRECTORS MEETING

During the Financial Year 2022-23 one meeting of the Independent Directors was held on 20.03.2023 to discuss the evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole, evaluation of the performance of the Chairman of the Company taking into account the views of the executive and non-executive Directors and evaluation of the quality, content and timeliness of the flow of information between the management and Board which is necessary for the Board to perform its duties.

9. APPOINTMENT AND REMUNERATION POLICY

The Company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination and

Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2022-23. A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report.

11. AUDITORS & AUDIT REPORTS

Statutory Auditors:

M/s. ANSK & Associates, Chartered Accountants, (Firm Registration No. 026177N) were appointed as statutory auditors of the company at the Annual General Meeting (AGM) held on 20/08/2022 for a term of Five years i.e. from conclusion of 39th AGM till the conclusion of 44th AGM of the company to be held in year 2027, pursuant to Section 139 of the Companies Act, 2013. The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

The Auditors Report for the financial year ended 31st March, 2023 on the financial statements of the Company forms a part of this Annual Report. There are disclaimer of opinion in the Auditors Reports. The Board take note of the same and try to comply it.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 25/08/2023 had appointed M/s Apoorv & Associates (COP No. 21063), to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does contain qualification, The Board take note of the same and try to comply it. The views of management on that is mentioned in this Board Report. The Secretarial Audit Report is annexed as Annexure-1 to this report. Details in respect of frauds reported by auditors under section 143(12): None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013.

12. RISK MANAGEMENT

The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management. The operating managers are responsible for identifying and putting in place mitigation plan for operational and process risks. Key strategic and business risks are identified and managed by the senior leadership team in the organization.

The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks. Some of the risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks. Further, The Company is not mandatorily required to constitute Risk Management Committee, but our Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures.

13. HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company is committed to nurturing, enhancing and retaining talent through superior Learning & Organizational Development.

The Company believes that our people are our biggest assets and hence we invest in productive training programs for them. The Company encourages people to explore opportunities in harmony with their natural talent and nurture them to grow.

The Company embed a sense of inclusion and equality in our people. This means fostering a conducive work environment that enhances professional and personal growth. Our strong team culture of mutual trust, oneness, learning, care and concern is a key inspiration to meet tomorrows challenges.

The Company has also adopted a Policy on Prevention of Sexual Harassment at workplace for the financial year 2022-23. Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 of the Companies Act, 2013 are not applicable on the Company, hence no particulars are required to be furnished in this report.

15. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

An Investor Section on the website of the Company www.mnil.in has been created.

There is a dedicated e-mail id secretarial.mnil@gmail.com for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

16. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report.

A certificate from the Practising Company Secretary confirming compliance of conditions of Corporate Governance as stipulated in Part E of the Schedule V of the Listing Regulations is annexed to the Corporate Governance Report as "Annexure I".

17. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a separate Section forming part of this Annual Report.

18. OTHER STATUTORY DISCLOSURES i. Extract of Annual Return: Pursuant to Section 92(3) of the Act, the Annual Return for the Financial Year ended on 31st March, 2023 shall be uploaded on the website of the Company and can be accessed through the link www.mnil.in

ii. Disclosure under Section 148 of Companies Act, 2013: Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on the Company.

iii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

iv. Loans, Guarantees and Investments: The details of Loans, Guarantees and Investments covered under

Section 186 of the Act form part of the notes to the financial statements.

v. Particulars of Contracts or Arrangements with the Related Parties: There were no related party transactions during the year as specified under section 188 of Companies Act, 2013.

vi. Significant or Material orders: No significant or material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future. During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

vii. Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. This Policy is hosted on the Companys website:

(http://mnil.in/?page_id=369). The details of Vigil Mechanism (Whistle Blower Policy) adopted by the Company have been disclosed in the Corporate Governance Report attached to this report and form an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo: Most of the information as required under Section 134 of the Act, read with Rule 8 companies (Accounts) Rules, 2014 as amended is not applicable. However, the information has been given in Annexure 3 and forms part of this Corporate Governance Report.

ix. Particular of Employees: Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

x. Sexual Harassment: Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

xi. Details of internal financial controls with reference to the financial statements: The Company has put in place adequate internal financial controls over financial reporting. These are reviewed periodically and made part of work instructions or processes in the Company. The Company continuously tries to automate these controls to increase its reliability. This ensures orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively.

xii. Details of Holding, Subsidiary, Joint Venture and Associate Company: The Company does not have any Holding, Subsidiary or Associate Company and does have any joint venture during the period under review.

19. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Act, your Directors, based on the representation received from the management, confirm that: in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 on March 31, 2023 and of the profits of the company for the year ended March 31, 2023; 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; the directors had prepared the annual accounts on a going concern basis; 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 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.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board
Mega Nirman & Industries Limited
Sd/- Sd/-
Anand Rai Sushma Jain

Place : New Delhi

Date : 25/08/2023

Director Director
DIN: 06855524 DIN: 08545336