megh mayur infra ltd Directors report

Dear Members,

Your directors are presenting their 42^nd Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31^st March, 2023. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS: (Amount In Rupees)

Financial Result	2022-23	2021-22
Revenue from Operation	-	-
Other Income	-	-
Total expense	10,30,918	10,99,333
Profit/Loss Before Tax	(10,30,918)	(10,99,333)
Provision For tax
Deferred Tax on Special Reserve
Profit/Loss After Tax	(10,30,918)	(10,99,333)
Total Profit/Loss	(10,30,918)	(10,99,333)

The Company is not having any Depreciable Assets hence no provision of Depreciation is made.

2. RESERVES:

Due to continuous losses, your Company does not propose to carry any amount to General Reserves.

3. SHARE CAPITAL:

The Paid-up Share Capital as on 31^st March 2023 was Rs. 6,30,00,000 during the year under review.

4. PERFORMANCE AND AFFAIRS OF THE COMPANY:

The year under review was not satisfactory for the company due to the difficult market conditions; the Company has made loss of Rs. 10,30,918/- (previous year loss of Rs. 10,99,333/-). As we all know the world economy faced global recession which is still continuing and because of which economic activities slowed down. India, being now global player, also experienced the global economic slowdown but its impact was not so much harsh as experienced by the developed nations. In India, real estate is one sector which experienced worst of economic slowdown. However, your Company is exploring various sites for undertaking new projects.

The performance and outlook of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual report

5. DIVIDEND:

In view of accumulated losses incurred by the Company, the Board does not recommend any Dividend for the year ended 31^st March, 2023.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31^st March, 2023 and on the date of this report.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the

Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Directors

1. Ms. Jayant Kamalashankar Pandya (DIN No: 02144823) has resigned as independent directors of the Company with effect from September 7, 2023 due to preoccupation.

2. Mr. Mitul Jagdishchandra Shah (DIN 00509114) Managing Director of the Company has tendered his resignation as Managing Director of the Company with effect from September 7, 2023.

3. Mrs. Rupal Mitul Shah (DIN 07730349) Women non-executive Director of the Company has tendered her resignation as Director of the Company with effect from September 7, 2023.

4. Mrs. Hiral Rushang Gandhi (DIN No. 10092573) was appointed as Additional Women non executive Independent Director respectively of the Company with effect from September 7, 2023. Will be ratified as Women non-executive Independent Director of the Company.

5. Mr. Seiyam Rajendra Shah (DIN: 09094634) are as Additional non-executive Director of the Company with effect from close of business hours September 7, 2023. Will be ratified as Women non-executive Independent Director of the Company.

6. Mr. Rajendra Suganchand Shah (DIN No. 01765634) has been appointed as the Managing Director of the Company with effect from September 7, 2023.

(ii) Key Managerial Personnel

Ms. Vidhi Mehta has resigned as the Company Secretary and Chief Financial officer of the Company on 01.08.2022.

Mrs. Ankita Donga was appointed as the Company Secretary and Chief Financial officer of the Company on 20.01.2023 and has resigned as the Company Secretary and Chief Financial officer of the Company on 28.03.2023.

Ms. Divya Mutneja was appointed as the Company Secretary and Chief Financial officer of the Company on 28.03.2023.

(iii) Declaration by an Independent Director(s)

The Company has complied with provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

10. MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is attached with this Directors Report as Annexure-I.

11. NUMBER OF BOARD MEETINGS:

During the Financial year 2022-2023, the Board of Directors of the Company met Six (06) times respectively on 12^th May, 2022, 1^st August, 2022, 1^st September ,2022, 17^th October, 2022, 20^th January, 2023 and 28^th March, 2023 and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days.

The attendance of the Directors at their Board Meetings is as under:

Name of the	12.05.2022	01.08.2022	01.09.2022	17.10.2022	20.01.2023	28.03.2023	AGM Dated
Director							29.09.2022
Mr. Mitul Shah	Present	Present	Present	Present	Present	Present	Present
Mr. Rajendra Shah	Present	Present	Present	Present	Present	Present	Present
Mr. Jayant Pandya	Present	Present	Present	Present	Present	Present	Present
Ms. Rupal Shah	Present	Present	Present	Present	Present	Present	Present
Ms. Simmy Arora	Present	Present	Present	Present	Present	Present	Present

The Annual General Meeting during the year was held on Thursday, the 29^th September, 2022; the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. No Extra-Ordinary General Meeting was held during the financial year 2021-2022.

12. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations

obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the

Companies Act, 2013 and hereby confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 31^st March, 2023 and of the loss of the Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis and the

e. directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. NOMINATION AND REMUNERATION COMMITTEE:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management, key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy is uploaded on the website of the Company. Currently Nomination and Remuneration Committee Consist of;

1. Mrs. Hiral Gandhi

2. Mr. Seiyam Shah

3. Ms. Simmy Arora

The Nomination and Remuneration Committee met twice (2) during the year on 20^th January, 2023 & 28^th March, 2023.

Name of the Director	No of Meetings attended
Mr. Jayant Pandya	2
Mr. Rajendra Shah	2
Ms. Simmy Arora	2

14. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The, Company Secretary, Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings. The Members of the Committee are qualified, experienced and possess professional knowledge with reference to powers, role and scope of the Committee and as such. Currently Audit Committee Consist of;

1. Mr. Rajendra Shah

2. Mrs. Hiral Gandhi

3. Ms. Simmy Arora

4. Mr. SeiyamShah

The Audit Committee met Six times (6) times during the year on 12^th May, 2022, 01^st August, 2022, 01^st September, 2022,17^th October ,2022, 20^th January, 2023 and 28^th March, 2023

Name of the Director	No of Meetings attended
Mr. Jayant Pandya	6
Mr. Mitul Shah	6
Ms. Simmy Arora	6

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Currently Stakeholders Relationship Committee consists of:

1. Mrs. Hiral Gandhi

2. Mr. Seiyam Shah

3. Ms. Simmy Arora

One Meeting of Stakeholders Relationship Committee was held on 28.03.2023 during the year.

Name of the Director	No of Meetings attended
Mr. Jayant Pandya	1
Mr. Rajendra Shah	1
Ms. Simmy Arora	1

16. LISTING OF SHARES:

Your Companys shares are listed on the BSE Limited. Your directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form w.e.f. 26/06/2000. Presently 71.47% of Equity Shares which are held by Promoters and some of the Public shareholders are in electronic/dematerialized form.

17. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

18. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company promote ethical behaviour in all business activities and has put in place a mechanism for reporting illegal and unethical behaviour.

The Board of Directors of the Company have, pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violation of legal regulatory requirements. No complaint has been received by the Chairman of the Audit Committee during the year.

19. CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee. Your Company does not fall under the said criteria hence, your company has not formed Corporate Social Responsibility Committee.

20. RISK MANAGEMENT SYSTEM:

The Company has designed Risk Management policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys business, and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to its business and corporate functions. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND 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, technology absorption, foreign exchange earnings and outgo etc. are given as under:

Energy Conservation: N.A.

Technology Absorption: N.A.

Foreign Exchange Earnings and outgo: Nil

22. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place. It 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.

23. ANNUAL RETURN: WEB-LINK OF SUCH ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2023 has been made under the Web-link of such annual return which forms part of this Report.

Link: MGT-7

https://www.meghmavurinfra.eom/lnvestor.html#target

24. SECRETARIAL STANDARDS:

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. GREEN INITIATIVES:

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company has sent Annual Report through electronic mode (email) to all the shareholders who have registered their email addresses with the Company or with the Depository to receive the Annual Report through electronic mode to reduce consumption of paper. For members who have not registered their email addresses, physical copies will be sent through a permitted mode.

26. AUDITORS:

I. STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the Rules framed thereunder, M/s. "H. Tosniwal & Co.-Chartered Accountants", Surat were appointed as statutory auditors of the Company from the conclusion of 39^th Annual General Meeting for five Consecutive years. Auditors have confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditor report does not contain any qualification, reservation or adverse remark. There was no instance of fraud during the year under review which require the Auditors to report to the Audit Committee and or Board under Section 143(12) of the Act and Rules framed thereunder.

II. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Act and the rules framed there under the Board has appointed Jigar Vyas & Associates., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure II". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. INTERNAL AUDITOR

The Board has appointed K P BHAGAT & Co., Chartered Accountant to undertake the Internal Audit of the Company for the financial year 2023-2024.

IV. COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.

27. HUMAN RESOURCES:

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

28. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of being environmentally clean and has safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. There was no accident during the year.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an adequate system of internal financial controls commensurate with its size and nature of business. Detailed procedures are in place to ensure that all assets are safeguarded and protected against losses, all transactions authorised, recorded and appropriately reported. The internal control system is monitored and evaluated by an Internal Audit team which interacts closely with the Audit Committee. No material issues in relation to the adequacy of Companys control systems were raised during the year.

30. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES:

The Company has taken loan from a Director of the Company during the year. The details are given in the notes to Financial Statements.

31. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required.

32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

Disclosure as per the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013 is not applicable to the company.

33. DETAILS OF APLUCATION MADE OR PROCEEDING PENDING UNDERINSOLVANCY AND BANKRUPTCY CODE2Q16.

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code,2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILUNG LOAN FROM BANK AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loan taken from banks and financial institution.

35. GENERAL DISCLOSURES:

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

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 hence no information is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

36. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board Place: Surat For Megh Mayur Infra Limited

Date: 07.09.2023

Rajendra Shah

Chairman and Managing Director (DIN:01765634)