The Board of Directors are pleased to present the Companys 11th Annual
Report and the Companys audited financial statements for the financial year ended 31st
March, 2023.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2023 are as follow:
|
|
Amount in Rs. |
| Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
| Revenue from Operations |
4,46,59,20,260 |
3,24,91,60,652 |
| Profit before tax from continuing operations |
8,48,33,531 |
6,91,41,825 |
| Tax Expenses (Including Deferred Tax) |
2,34,90,455 |
1,78,06,676 |
| Profit after Tax |
6,13,43,075 |
5,13,35,149 |
| Total Income for the year |
6,13,43,075 |
5,13,35,149 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANYS AFFAIR
During the year under review, your Company achieved total revenue from operations of
Rs. 4,46,59,20,260/- (previous year Rs. 3,24,91,60,652/-).
The profit after tax is at Rs. 6,13,43,075/- (Previous year Rs.5,13,35,149/-).
4. DIVIDEND
Your Directors would like to use the profits earned for improving business and hence do
not propose any dividend for the financial year under review.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure
A to Directors Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed also discussed at the meetings of the Risk Management
Committee and the Board of Directors of the Company. The Company has constituted Risk
Management Committee and its risk management policy is available on the website of the
Company.
10. INTERNAL CONTROL SYSTEM
The Companys internal controls system has been established on values of integri ty and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Companys internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan
or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the
rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arms length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the
Companys financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
All employees (permanent, contractual, temporary, trainees) are covered under the said
policy.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the
link for Annual Return Financial Year 2022-23. http: / /www.mokshornaments.com/#
15. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 5 times on 20/05/2022, 25/07/2022, 07/09/2022,
21/10/2022 and 03/02/2023.
16. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirm:
• That in the preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departure.
• That the selected accounting policies were applied consistently and the
Directors 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 31st March, 2023, and that
of the profit of the Company for the year ended on that date.
• That proper and sufficient care has been taken for 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.
• That the annual accounts have been prepared on a going concern basis.
• The Board has laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
• 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.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure
C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules, if any, forms part
of the Report. The policy is available on the Companys website. www.mokshornaments.com.
19. DIRECTORS
Mr. Amrit Jawanmalji Shah (DIN: 05301251) is liable to retire by rotation in this
ensuing Annual General Meeting and being eligible he has offered himself for
reappointment.
Your Directors recommend re-appointment. Pursuant to the provisions of Section 149 of
the Act, the Independent Directors have submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company.
20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature
for the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
22. STATUTORY AUDITORS
M/s S.D. Jain & Co, Chartered Accountants, (Firm Registration No. 121521W), Mumbai,
was appointed as Statutory Auditor of the Company at the 8th Annual General Meeting held
on 30th September 2020, to hold the office for a term of three years, till the conclusion
of 11th Annual General Meeting.
23. INTERNAL AUDITORS
M/s Mr. Mukesh Mehta & Associates Chartered Accountants were appointed as internal
auditors by the Board for the financial year 2022-23 and who have issued their reports on
quarterly basis.
24. SECRETARIAL AUDITORS
The Company has appointed M/s. Jaymin Modi & Co., Company Secretaries, as
Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial
Year 20232024 and to issue Secretarial Audit Report as per the prescribed format under
rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit
Report for the FY 2022-23 is annexed herewith and forms part of this report as Annexure
D. Secretarial Audit is not applicable to the Subsidiary, not being a material
subsidiary.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable
to the Company. Maintenance of cost records as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 was not applicable for the business activities carried
out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Secretarial Auditor in his report has made the following observation:
Company filed certain E-forms with Registrar of Companies (MCA) with additional/late
fees. There was delay in filing of e-forms, and the same has been filed with payment of
necessary additional fees.
Apart from the above there are no qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the practicing company secretary in their reports.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual
Report as Annexure E.
28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Ventures And Associate
Companies.
29. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the Company:
www.mokshornaments.com.
30. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.
31. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing
Regulations, the performance evaluation of the Board and its Committees were carried out
during the year under review.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company occurred during the financial year.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and companys operations in
future.
34. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements as set out by Securities
and Exchange Board of India. The Report on Corporate Governance as stipulated under
regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the
practicing Company Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in
this Annual Report as Annexure F.
35. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable. No proceedings against the
Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The
details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof - Not Applicable.
36. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed
companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company.
37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
38. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation
are among the primary determinants of value to the shareholder. The organisational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services. Following the vision your Company is
committed to creating and maximising long-term value for shareholders.
39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has constituted a Corporate Social Responsibility (CSR) Committee in
accordance with Section 135 of the Companies Act, 2013 read with Companies Corporate
Social Responsibility (Policy) Rules, 2014.
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of
Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR
Policy and the Company has spent towards CSR activities, details of which are provided in
attached Annexure G to Directors Report.
40. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and
gratitude for the continued co-operation extended by shareholders, employees, customers,
banks, suppliers and other business associates.
By order of the Board
For Moksh Ornaments Limited
Sd/-
Mr. Amrit Jawanmalji Shah
Chairman & Managing Director
DIN: 05301251
Date: 31.08.2023
Place: Mumbai
+91-9892691696
