Meyer Apparel Ltd Directors Report.

TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED

Your Directors have pleasure to present their 27thDirectors Report together with the audited Financial Statements of the Company for the year ended 31st March, 2020.In compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL RESULTS

(Rs. in Lakh)

Particulars 2019-2020 (April19 to March20) 2018-2019 (April18 to March19)
Gross Sales & Other Income 543.34 913.65
Exceptional Items- Gain/ (Loss) (144.37) (7.49)
Profit/(Loss) before interest, depreciation, exceptional items & taxes (654.06) (127.08)
Less : Interest & Finance Charges 26.86 12.42
: Depreciation 77.53 89.13
: Taxes including Deferred taxes 0.00 0.00
Profit/(Loss) after tax but before exceptional items (758.45) (228.63)
Profit/(Loss) after tax and exceptional items (902.83) (236.12)

2. DIVIDEND AND TRANSFER TO RESERVES

Your Directors regret their inability to recommend any dividend and transfer of any profits to the reserves for the current year (Previous year- NIL) due to the losses incurred by the company.

3. OPERATIONS

During the current year 2019-20 your companys gross sales turnover has been at Rs.542.38 Lacs only in comparison with the last years turnover at Rs.858.92 Lacs, which is primarily on account of inadequate orders and prohibition on exports due to the ongoing case relating to customs duty.

There has been no change in the nature of business of the Company in the current year 2019-20.

4. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE

Your company does not have any subsidiary, associate or joint ventures as defined in the Companies Act, 2013 (“ACT”) and there has been no change in subsidiaries/associate/joint ventures of the Company during the financial year 2019-20.

5. DIRECTORS RESPONSIBILITY STATEMENT

The company has taken the utmost care in its operations, compliance, transparency, financial disclosures and the financial statements have been made to give a hue and fair view of the state of affair of the company. Pursuant to Section 134(5) and 134(3) (c) of the Companies Act, 2013 and based upon the detailed representation, due diligence, inquiry thereof, and to the best of their knowledge and ability, the Board of your Directors states:

(a) That in the preparation of the annual accounts, the applicable Indian accounting standards (IND AS) had been followed along with proper explanation relating to material departures, if any;

(b) That 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 tme and fair view of the state of affairs of the company as at 31st March 2020 and of the profit and losses of the company for that period;

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

(d) That the Directors had prepared the annual accounts on a going concern basis; and

(e) That based on the framework of Internal financial control and compliance systems established and maintained by the Company, work performed by the internal. Statutory and Secretarial Auditors report and external consultants and the reviews by the management and the Board committees, the Board is of the opinion that the Companys internal financial controls are adequate and were operating effectively during the financial year 2019-20

(f) That 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.

6. DIRECTORS

As on 31st March 2020, the Board of Directors comprises of four directors which includes two Independent Directors, one Additional Director and one Whole Time Director.

During the year, Mr. Karan Singh Thakral (DIN: 00268504) has resigned from the position of Chairman and Non- Executive Director effective from 28th January 2020.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Ms. Anjali Thukral (DIN: 01460179) was appointed under section 161 of the Companies Act, 2013 as an Additional Director and Chairperson, with effect from 13lh February. 2020.

The resolution seeking appointment of Ms. Anjali Thukral (DIN:01460179) as Non-Executive Director and Chairperson of the Company lias been taken in the Notice of the ensuing Annual General Meeting.

She is a Fellow member of Institute of Company Secretaries of India and is in employment with Dimensions Corporate Finance Services Private Limited.

7. INDEPENDENT DIRECTORS:

During the year, Ms. Ritu Chopra (DIN: 01853004) lias resigned from the position of Independent Director effective from 30th September 2019.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Swastika Kumari (DIN: 07823199) who was Non-Executive Director liable to retire by rotation was subsequently in compliance with the provisions of section 149 and in opinion of the Board was appointed as an Independent Director for a term of five consecutive years effective from 9* September, 2019 subject to approval of shareholders in General Meeting. Ms. Swastika Kumari is meets the requisite requirement of being appointed her as Independent Director.

The resolution seeking appointment of Ms. Swastika Kumari (DIN: 07823199) as Independent Director of the Company has been taken in the Notice of the ensuing annual general meeting.

As on 31st March 2020, there were two Independent Directors, namely, Ms. Swastika Kumari (DIN: 07823199) and Ms. Meena (DIN: 07613916).

Declarations of fulfilment of the criteria of independence have been obtained from both the independent directors.

8. KEY MANAGERIAL PERSONNEL

There are two Key Managerial Personnel of the Company, namely Mr. R.K. Shanna, CFO & Company Secretary and Mr. Gajender Kumar Shanna, Whole Time Director (DIN: 08073521).

9. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2019-2020, total four meetings of the Board of directors were held. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.Further details of the meetings of the Board have been given in the corporate governance report which forms part of this Board report.

10. BOARD EVALUATION

The Board of Directors have carried out annual evaluation of performance of its own, its committees and individual directors after seeking inputs from all the directors and its committee members regarding composition of the Board and its Committees, effectiveness of processes of meetings, information and functioning, etc of the Board, its Committees, and individual directors.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of certain criteria, such as, the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairperson was also evaluated on the key aspects of his role. In a separate meeting of independent Directors held on 14th March 2020, performance of non-independent directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of individual directors. The same was discussed in the board meeting held subsequent to the meeting of independent Directors.

11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Companys policy on appointment and remuneration of directors and senior management has been provided in the corporate governance report which forms part of this report.

12. AUDIT COMMITTEE

Details pertaining to composition of the audit committee are included in the corporate governance report, which forms part of this report. Board has accepted all recommendations as made by the audit committee from time to time during the current year 2019-20.

13. INTERNAL FINANCIALS CONTROL SYSTEMS

The Company has maintained adequate financial control systems and procedures, commensurate with the size, scale and complexity of its operations with reference to financial statements. Such controls have been examined by the internal and external auditors and no reportable material weakness in the design or operation were observed during the financial year.

14. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of report.

15. AUDITOR AND AUDITORS REPORT

There is no such significant material order passed by the regulators/courts or any tribunals in respect to the company during the financial year.

16. STATUTORY AUDITORS REPORT

M/s Khandelwal Jain & Co, Chartered Accountants conducted the statutory audit. The observations made in the auditors report read together with the relevant notes thereon, are self-explanatory and hence do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.

There is no fraud in the Company during the financial year ended 3 P*March, 2020. This is also being supported by the report of the auditors of the company as no fraud has been reported in their audit report for the financial year ended 3 lstMarch, 2020

M/s Khandelwal Jain & Co, Chartered Accountants, the statutory auditor of the company who were appointed to hold office for a term of consecutive five years to hold office from the conclusion of 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to examine and audit the accounts of the Company.

M/s Khandelwal Jain & Co, Chartered Accountants, having registration No. 105049W allotted by the Institute of Chartered Accountants of India (ICAI) have, vide letter dated June 22, 2020given their consent and certificate of their eligibility that their appointed is within the limits of section 139(1) of the Companies Act, 2013.

17. SECRETARIAL AUDITORS REPORT

M/s Lalit Singhal & Associates, Practicing Company Secretaries conducted the secretarial audit. The secretarial auditors report in prescribed form MR-3 is annexed as Annexure-I to this report.

The observations made in the Secretarial auditors report are self-explanatory and hence do not call for any further comments under Section 134(3) (f) of the Companies Act, 2013.

18. RISK MANAGEMENT

In terms of the Listing regulation, though not mandatory required, the management of the Company has duly adopted the Risk Management Policy as per the requirement of the Companies Act, 2013. Further, they had taken adequate care in its implementation by identifying various element of risk which may cause serious threat to the existence of the Company. The Risk Management Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

19. VIGIL MECHANISM UNDER SECTION 177(9) OF THE ACT

Company s policy on Vigil Mechanism for directors and employees has been provided in the corporate governance report which forms part of this report.

20. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees and not made any investments covered under the provisions of section 186 of the Companies Act, 2013.The particulars of loans, guarantees and investment have been made in the financial statements.

21. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis and have been done with the approval of the audit Committee and placed before the Board for approval.

There was no material related party transaction during the financial year 2019-20 except that disclosed in the Form AOC 2 enclosed as Annexure-II to this report.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The corporate social responsibility provisions as per Section 135 of Companies Act, 2013 are not applicable to the Company but the company has taken the requisite steps to comply with the recommendations concerning corporate social responsibility.

23. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return required under Section 134(3) (a) of the companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 has been furnished in prescribed form MGT 9 in Annexure III to this report

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO

The particulars required to be disclosed under the Section 134(3) (m) of the Companies Act, 2013relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are provided in Annexure IV to this Report.

25. PARTICLUARS OF EMPLOYEES

None of the employees who have worked throughout the year or a part of the financial year were getting remuneration in excess of the threshold mentioned under Section 197(12) of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 have been given in Annexure-V to this report.

26. CORPORATE GOVERNANCE REPORT

The Company being a listing entity is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also implemented several best corporate governance practices as prevalent in the Industry. A separate report on Corporate Governance compliance is annexed as Annexure - VI as part of this report and the Certificate from M/s. Khandelwal Jain & Co. Chartered Accountants confirming compliance with the requirements of Corporate Governance as stipulated in SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 is annexed as Annexure-VII to this report.

In compliance with the Corporate Governance requirements, the company has implemented a code of conduct for all its Board members and Senior Management employees, who have affirmed compliance thereto. The said Code of Conduct has been posted on the Companys website. A declaration to this effect signed by the Whole Time Director (WTD) of the Company is annexed as Annexure-VIII to this report.

27. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis, as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 although dealt with in various sections of this Report, is annexed as Annexure- IX to this report. The Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as required under clause 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said certificate is annexed as Annexure-X to this report.

28. OTHER DISCLOSURES

A) During the year under review, the Company has not accepted nor renewed any deposits from public under the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount was outstanding on balance sheet date.

B) No equity shares with differential rights have been issued during the current year 2019-20.

C) No sweat equity shares have been issued during the Financial Year 2019-20.

D) The Nomination and Remuneration Committee inter alia, administers and monitors the Employees Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The resolution for closure of the ESOS, 2009 scheme has been passed by the shareholders in the last AGM held on 25thSeptember, 2019.

No employee stock option has been issued during the Financial Year 2019-20 under the Employees Stock Option Scheme, 2009 (ESOS, 2009).

E) No provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees has been made by the Company during the Financial Year 2019-20.

F) Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (including permanent, contractual, temporary and trainees are covered under this policy. No case of sexual harassment has been noticed during the period under consideration.

G) The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and the annual listing fees for the year 2020-2021 has yet to be paid and request has been sent to BSE for extension in view of the Covidl9 situation.

29. ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation to the committed services by all the employees at all levels to the company.

The Directors take this opportunity to express their appreciation of the support and co-operation received from all the stakeholders, customers, dealers, suppliers. Bankers of the company and all the various departments of Central and State Governments.

For and on behalf of the Board of Directors
Place: Gurugram
Date :18th July, 2020 Sd/-
Anjali Thukral
Chairperson & Director