This report discusses and analyses the business performance for the
year ended 31st March,2023
1) INDUSTRY STRUCTURE AND DEVELOPMENT
The Indian Construction Industry is an integral part of the Indian
economy and an important part of investment into development of the Indian economy takes
place through the construction industry. The construction industry is expected to grow
with further economic development, industrialization, urbanization and improvements in the
standard of living.
2) OUTLOOK
The Companys business prospects are closely linked to the economic
environment prevailing locally and globally. Substantial improvement in the current market
conditions is not expected in the near future. Given, the challenging market environment,
stiff competition and recession scenario all over the world, it is difficult to make an
optimistic prediction for business prospect in the coming year.
3) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control and Internal Audit Systems
commensurate with its size and nature of business. To make the internal control system
more effective and project specific, a comprehensive internal audit manual is in place
with guidelines for internal auditors.
4) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE
During the year under review the Company has made a loss of Rs.
10,30,918 /- (previous year loss of Rs. 10,99,333 /-) after providing depreciation NIL
(previous year NIL) and deferred tax of Rs. NIL/- (previous year Rs NIL/-).
5) RISK AND CONCERNS
The Company recognizes that managing business risk is an integral part
of generating substantial and sustainable shareholder value. This positive interpretation
of risk reflects the new understanding of the connection between well managed risk and
improved performance. Hence the Management has always been proactive on risk
identification and its mitigation.
6) CAUTIONARY STATEMENT
The statements in report of the Board of Directors and the Management
Discussion & Analysis Report describing the Companys outlook, estimates 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 since the Companys operations are influenced by many external and internal
factors beyond the control of the Company. The Company takes no responsibility for keeping
the Members updated on changes in these factors except as may be statutorily required from
time to time.
For and on behalf of the Board Place: Surat For Megh Mayur
Infra Limited
Date: 07.09.2023
Rajendra Shah
Chairman and Managing Director (01765634)
Annexure - II Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
MEGH MAYUR INFRA LIMITED
MHB-11, A-302, SARVODAYACO- OPERATIVE HOUSING SOCIETY LTD,
SERVICE ROAD, KHERNAGAR, BANDRA(E) MUMBAI-400051, MAHARASHTRA
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by MEGH MAYUR INFRA
LIMITED (CIN: L51900MH1981PLC025693) (hereinafter called the "Company").
Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorised representatives
during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company
has, during the audit period covering the Financial Year ended on 31st March, 2023 (Audit
Period) complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the Financial Year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the
rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings (Not Applicable to the Company during the
Audit Period);
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; - (Not Applicable to the Company during the
Audit Period);
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;- (Not Applicable to the Company during the
Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of
Non- Convertible Securities) Regulations, 2021;- (Not Applicable to the Company during the
Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;- (Not Applicable to the Company during the Audit Period).
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;- (Not Applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 2018;- (Not Applicable to the Company during the Audit Period)
(vi) I further report that the management has identified and confirmed
the other laws specifically applicable to the Company and has devised a proper system to
comply with the provisions of the respective Acts, Rules and Regulations;
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards with respect to Meetings of the Board of
Directors (SS-1) and General
Meetings (SS-2) issued by The Institute of Company Secretaries of
India; and
(ii) Listing Agreements entered into by the Company with BSE Limited
read with The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
I have relied on the representation made by the Company and its
Officers for systems and mechanism formed by the Company for compliance under other
applicable Acts, Laws and Regulations to the Company.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.
I further report that the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took
place during the Audit Period were carried out in compliance with the provisions of the
Act.
Adequate notice is given to all directors to schedule the Board
meetings, agenda and detailed notes on agenda were sent at least seven days in advance for
meetings other than those held at shorter notice, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
I further report that the compliance by the Company of applicable
financial laws like direct and indirect tax laws and maintenance of financial records and
books of account have not been reviewed in this audit since the same have been subject to
review by statutory auditor and other designated professionals.
Majority decision is carried through while the dissenting members
views, if any, are captured and recorded as part of the minutes. During the Audit Period,
no specific instances of dissent have been recorded in the Minutes.
I further report that, based on the information provided by the
Company, its officers, and authorised representatives during the conduct of the audit and
also on the review of quarterly compliance report issued by the Company Secretary/Managing
Director, taken on record by the Board of Directors at their meeting(s), in my opinion
there are adequate systems and processes and control mechanism commensurate with the size
and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
As informed, the Company has responded to notices for demand, claim,
penalties etc. levied by various statutory / regulatory authorities and initiated actions
for corrective measures, wherever necessary.
As per the minutes, the decisions at the Board Meetings were taken
unanimously.
I further report that during the Financial Year under review, there
were no other specific events / actions in pursuance of the above referred laws, rules,
regulations, guidelines, standards etc., having a major bearing on the Companys affairs.
I further report that during the Financial Year under review, there
were no other specific events / actions in pursuance of the above referred laws, rules,
regulations, guidelines, standards etc., having a major bearing on the Companys affairs.
For Jigar Vyas & Associates Practicing Company Secretaries
Date: 06th September, 2023 Place: Surat
Jigar Vyas
Membership No.: FCS 8019 Certificate of Practice No: 14468 Peer
Reviewed FIRM No: 2273 UDIN:F008019E000962654
This report is to be read with my letter of even date which is annexed
as ANNEXURE and forms an integral part of this report.
Annexure to the Secretarial Audit Report
To,
The Members,
MEGH MAYUR INFRA LIMITED
MHB-11, A-302, SARVODAYA CO- OPERATIVE HOUSING SOCIETY LTD, SERVICE
ROAD, KHERNAGAR, BANDRA (E) MUMBAI-400051, MAHARASHTRA
My report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test-check basis to ensure that correct
facts are reflected in secretarial records. I believe that the process and practices I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
4. Wherever required, I have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test-check basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For Jigar Vyas & Associates Practicing Company Secretaries
Date: 06th September, 2023 Place: Surat
Jigar Vyas
Membership No.: FCS 8019 Certificate of Practice No: 14468
Peer Reviewed FIRM No: 2273 UDIN:F008019E000962654
+91-9892691696
