Monte Carlo Fashions Ltd Directors Report

<dhhead>DIRECTORS REPORT</dhhead>

Dear Members,

Your Directors are pleased to present the Seventeenth (17 ) Annual Report of the business and operations of the Company along with the Audited Financial Statements for the financial year ended on March 31, 2025.

 

1. FINANCIAL RESULTS

The Companys financial performance for the year under ended March 31, 2025 is summarized below:

PARTICULARS	For the Year ended 31st March 2025		For the Year ended 31st March 2024
	Standalone	Consolidated	Standalone	Consolidated
Revenue from operations	1,10,041	1,10,041	1,06,191	1,06,191
Other Income	3,491	3,517	2,750	2,750
Total Revenue from operations & other income	1,13,532	1,13,558	1,08,941	1,08,941
Earnings before Interest, Depreciation & Tax (EBIDTA)	22,045	22,167	17,044	16,937
Depreciation & Amortization	6,017	6,017	5,122	5,122
Finance Cost	4,787	4,759	3,748	3,748
Profit before Tax (PBT)	11,241	11,391	8,174	8,067
Tax Expenses/ Adjustment
1. Current Tax	3,307	3,320	2,510	2,510
2. Deferred Tax	(46)	(46)	(314)	(314)
3. Current tax adjustments related to earlier years	--	--	(123)	(123)
4. Deferred tax adjustments related to earlier years	--	--	--	--
Profit after Tax (PAT)	7,980	8,177	6,101	5,994
Other Comprehensive Income (net of tax)	(47)	(47)	(6)	(6)
Total Comprehensive Income	7,933	8,070	6,095	5,988
Earnings Per Share (Rs.) Basic	38.49	39.15	29.43	28.91
Earnings Per Share (Rs.) Diluted	38.49	39.15	29.43	28.91

 

Note:

A. As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016 notified under Section 133 of Companies Act, 2013 and other relevant provisions of the Act. The estimates and judgements relating to the Financial Statements are made on a prudent basis, to reflect in a true and fair manner, including profits and cash flows for the year ended March 31, 2025. The Notes to the Financial Statements adequately explain the Audited Statements.

B. In accordance with the Companies Act, 2013 & Indian Accounting Standards (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 111 on Joint Arrangements and Ind AS 112 on Disclosure of Interest in other entities, the Audited Consolidated Financial Statements are also provided in the Annual Report.

 

2. PERFORMANCE REVIEW

BUSINESS OUTLOOK

Monte Carlo Fashions Limited has firmly established itself as a front runner in the winter wear segment and the organized retail apparel industry. With a broad and diverse portfolio, the company offers an extensive assortment of woollen, cotton, cotton-blended, knitted, and woven garments, along with home furnishing products all marketed under its flagship brand, "Monte Carlo." Its sub-brands Luxuria, Denim, Alpha, Tweens, and Rock.it cater to various consumer preferences, strengthening its multi-brand approach. The company has also ventured into the premium segment of mens formal footwear. The product line spans a wide array of offerings, including T-shirts, shirts, jeans, trousers, suits, jackets, coats, mufflers, mink blankets, bedsheets, towels, and footwear.

Monte Carlo Fashions operates through a well-established distribution network of over 471+ Exclusive Brand Outlets (EBOs), 1,949+ Multi-Brand Outlets (MBOs), and 1,468+ NCS & SIS points. In addition, the brand enjoys a significant digital footprint through its own e-commerce platform and partnerships with leading online marketplaces such as Myntra, Flipkart, Amazon, Ajio, and Nykaa Fashion.

On the financial front, the company maintains a strong liquidity position and adequate banking limits, enabling it to meet all debt obligations in a timely manner. Going forward, Monte Carlo Fashions is optimistic about its growth prospects, with plans to broaden its reach in Southern and Western regions, strengthen presence in existing markets, and revive demand across domestic and international channels. The company intends to add 40- 50 new stores annually and elevate brand visibility through strategic advertising in high-footfall locations. With these initiatives, Monte Carlo remains focused on driving sustainable and long-term growth.

PRODUCTION AND SALES REVIEW

During the year under review, your company has witnessed an increase in revenue of around 4%. The production of the company has been decreased to 37,31,846 pcs from 40,96,848 pcs during the year 2024-25, showing a decrease of 10.48%. The revenue from operations stood at Rs 1,10,041 Lakhs as compared to Rs 1,06,191 Lakhs achieved last year.

PROFITABLITY

The Companys earnings before depreciation, interest and tax for the current year is Rs. 22,045 Lakhs as against Rs. 17,044 Lakhs achieved last year. After providing for depreciation of Rs. 6,017 Lakhs (previous year Rs 5,122 Lakhs), finance cost of Rs. 4,787 Lakhs (previous year Rs 3,748 Lakhs), provision for current tax of Rs. 3,307 Lakhs (previous year Rs. 2,387 Lakhs), provision for deferred tax of Rs. 46 Lakhs (previous year Rs. 314 Lakhs), the Net Profit from the operations is Rs 7,980 Lakhs as compared to Rs 6,101 Lakhs achieved last year. The other income of the Company for the said Financial Year stood at Rs 3,491 Lakhs and Last year stood at Rs 2,750 Lakhs.

RESOURCES UTILISATION

A) Fixed assets

The Net Block as at March 31, 2025 was at Rs. 18,342 Lakhs as compared to Rs. 17,472 Lakhs in the previous year.

 

B) Current assets

The current assets as on March 31, 2025 were at Rs. 1,15,533 Lakhs as against Rs. 98,308 Lakhs in the previous year.

FINANCIAL CONDITION & LIQUDITY

The Company enjoys a rating of "(CRISIL) AA- (pronounced double A minus)" from CRISIL Limited (CRISIL) for long term borrowings and "(CRISIL) A1+ (pronounced CRISIL A one plus)" for short term borrowings. Management believes that the Companys liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cash requirements.

The position of liquidity and capital resources of the company is given below:-

PARTICULARS ·	2024-25	2023-24
Cash and Cash Equivalents
Beginning of the year	56	60
End of the year	90	56
Net Cash generated (used) by:-
Operating activities	7,040	8,254
Investing activities	(3,194)	264
Financing activities	(3,812)	(8,522)

 

3. SHARE CAPITAL

The Authorized Share Capital of your Company as at March 31, 2025 stands at Rs. 25,00,00,000 divided into 2,50,00,000 Equity Shares of Rs. 10/- each. As at March 31, 2025, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 20,73,20,640 divided into 2,07,32,064 Equity Shares of Rs. 10/- each.

There was neither any issue of Equity shares with differential rights as to dividend, voting or otherwise nor grant of any stock options or sweat equity under any scheme during the year under review. As on March 31, 2025, none of the Directors of the Company was holding any instrument convertible into Equity Shares of the Company.

 

4. DIVIDEND

Based on the Companys performance, wherein, it has earned a Net Profit of Rs. 7980 Lakhs, your Board recommends a dividend of Rs. 20/- per Equity Share of Rs. 10/- each (i.e. 200%) for the approval of the members at the ensuing Annual General Meeting. The final dividend on Equity Shares, if declared by the members would involve a cash outflow of around Rs. 4146.41 Lakhs.

The dividend once approved by the members will be payable to those members whose name appear in the Register of members as on the record date. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 23, 2025 to Tuesday, September 29, 2025 (both days inclusive) and the record date will be Monday, September 22, 2025 for the purpose of payment of dividend for the financial year 2024-2025.

 

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board has formulated and adopted the Dividend Distribution Policy. The Policy is available on the website of the Company at https://www.montecarlocorporate.com/investor-relation/policies-code.

5. TRANSFER TO RESERVES

The General Reserve of the Company stood at Rs. 38087.00 Lakhs as at March 31, 2025. There is no transfer to reserves during the year under review.

 

6. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company does not have any Joint Ventures or Associate Company. The company has one unlisted subsidiary named MCFL Ventures Limited ("Formerly named as Monte Carlo Home Textiles Limited").

 

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:-

There are no material changes or commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2025 and the date of this report.

 

8. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed thereunder.

 

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNELS

As on March 31, 2025, The Board of Directors presently consists of 12 (Twelve) Directors including a Chairman & Managing Director, 5(Five) Executive Directors, 1 (One) Non Executive Non Independent Director and 6 (Six) Independent Directors.

The Board consists of a balanced profile having specialization in different fields that enable them to address various business needs of the Company, while placing very strong emphasis on corporate governance.

 

Directors:

a) Women Directors:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Company has 3 (Three) Women Directors on the Board namely Smt. Ruchika Oswal (DIN:00565979), Smt. Monica Oswal (DIN:00566052) and Dr. Prem Lata Singla (DIN: 09674172).

 

b) Independent Directors:

Sr. No.	DIN	Name of Director	Appointment/ Cessation	Date of Appointment/ Cessation	Reason for cessation
1.	00403423	Dr. Suresh Kumar Singla	Cessation	26.06.2024	Completion of tenure
2.	06910242	Dr. Manisha Gupta	Cessation	26.06.2024	Completion of tenure
3.	00163959	Sh. Alok Kumar Misra	Cessation	08.08.2024	Completion of tenure
4.	06443747	Dr. Roshan Lal Behl	Re-appointment	05.08.2024	-
5.	02012337	Dr. Yash Paul Sachdeva	Appointment	27.06.2024	-
6.	09546925	Dr. Anchal Kumar Jain	Appointment	27.06.2024	-
7.	06713850	Sh. Bhuwanchandra Balkrishna Joshi	Appointment	09.08.2024	-
8.	09674172	Dr. Prem Lata Singla	Appointment	30.08.2024	-
9.	06713850	Sh. Bhuwanchandra Balkrishna Joshi	Cessation	12.11.2024	Pre-occupation

 

During the year under review, Dr. Yash Paul Sachdeva (DIN: 02012337) and Dr. Anchal Kumar Jain (DIN: 09546925) were appointed as the Independent Directors of the company w.e.f. June 27, 2024 and Dr. Prem Lata Singla (DIN: 09674172) was appointed as the Independent Director of the company w.e.f. August 30, 2024. However, Dr. Suresh Kumar Singla and Dr. Manisha Gupta tenure as Independent Director(s) was completed on June 26, 2024 and Sh. Alok Kumar Misras tenure as Independent Director was completed on August 8, 2024. Sh. Bhuwanchandra Balkrishna Joshi had been appointed as Independent Director w.e.f. August 09, 2024, but has resigned w.e.f. November 12, 2024 due to preoccupation and other personal circumstances, so, they longer hold the directorship of company.

Apart from this, there were no changes in the directors for the year under review.

 

Declaration of independence from Independent Directors

The Company has received the following declarations from all the Independent Directors confirming that:

They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs, Manesar.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

 

c) Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Smt. Monica Oswal (DIN: 00566052), Executive Director and Smt. Ruchika Oswal (DIN: 00565979), Executive Director of the Company, being longest in the office since their last appointments/ re-appointments, shall retire at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment, on the same terms and conditions on which they were appointed/ re-appointed.

In compliance with Regulation 36 of Listing Regulations and Secretarial Standard-2 on General Meetings, brief resumes of all the Directors proposed to be appointed / re-appointed are attached along with the Notice calling the ensuing Annual General Meeting.

 

d) Details of Familiarization Programme:

The details of the programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model and related matters are posted on the website of the Company at https://www.montecarlocorporate.com/Pdfs/familarization%20program%202024-251739613900.pdf

 

e) Key Managerial Personnel (KMPs)

The following persons are the Key Managerial Personnel (KMPs) of the Company as on March 31, 2025 in terms of provisions of Section 203 of the Companies Act, 2013 and rules made thereunder:

Names of KMP’s	Designation
Sh. Jawahar Lal Oswal	Chairman & Managing Director
Sh. Sandeep Jain	Executive Director
Smt. Ruchika Oswal	Executive Director
Smt. Monica Oswal	Executive Director
Sh. Rishabh Oswal	Executive Director
Sh. Raj Kapoor Sharma	Chief Financial Officer
Sh. Ankur Gauba	Company Secretary

 

10. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions. However, in case of a special and urgent business need, the Boards approval is taken by passing resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.

During the Financial Year 2024-2025, the Board met on 4 (Four) occasions viz. May 28, 2024; August 05, 2024; November 14, 2024 and February 11, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

 

11. COMMITTEES OF THE BOARD

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations. 1. Audit Committee;

2. Nomination and Remuneration Committee; 3. Stakeholders Relationship Committee; 4. Corporate Social Responsibility Committee; 5. Share Transfer Committee and 6. Risk Management Committee.

All these Committees have been established as a part of the best corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the aforesaid Committees. The details in respect to the Compositions, Powers, Roles, and Terms of Reference etc. are provided in the Corporate Governance Report forming part of this Report.

 

12. ANNUAL BOARD EVALUATION

In line with the provisions of the Companies Act, 2013 and SEBI Guidance Note on Board evaluation issued on January 5, 2017 read with relevant provisions of the SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of the Directors individually, of the Chairman and of the Board as a whole. The performance of the Directors was evaluated through a separate meeting of the Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, after taking feedback from the Directors and committee members.

Separate meetings of Independent Directors were held on November 14, 2024 and February 11, 2025, to review the performance of Non-Independent Directors, performance of the Board and Committee as a whole and performance of the Chairman of the Company, taking into account the views of Executive Directors and the Non-Executive Directors. The performance of the Independent Directors was evaluated by the entire Board except the person who is being evaluated, in their meetings held on November 14, 2024 and February 11, 2025.

 

13. PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits as envisaged under Section 73 of the Companies Act, 2013 and rules made thereunder.

 

14. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has an adequate system of internal financial control commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors and External Consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by the management and the Audit Committee, the Board is of the opinion that Internal Financial Controls of the Company were adequate and effective during the year under review.

 

15. BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act, 2013, your management at regular intervals evaluates various risks faced by the Company which could affect its business operations or threaten its existence. Major risks identified by the businesses and functions from time to time are systematically addressed through mitigating actions on a continuing basis.

 

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Board has constituted a CSR Committee under Section 135 of the Companies Act, 2013. As per the adopted CSR policy, the Company is committed to certain CSR initiatives in the fields of Medical Relief and Research, Environmental Sustainability, Education and Social Upliftment etc., in collaboration with its Group Companies through the Implementing Agency i.e Oswal Foundation. The said policy is available at website of the company at link: https://www.montecarlocorporate.com/investor-relation/policies-code

The Company carries on its CSR activities through Oswal Foundation along with the other group companies. The Company discharges its CSR liability by either contributing the amount to the said foundation or making a provision by way of CSR reserve.

The Company was required to spend Rs. 267.00 Lakhs on account of its liability towards Corporate Social Responsibility (CSR) for the financial year 2024-25 and the Company has fulfilled its entire CSR obligation by donating Rs. 267.00 Lakhs to Oswal Foundation, thus complying with the provisions of section 135 of the Companies Act, 2013.

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 including a brief outline of the Companys CSR Policy is annexed as Annexure-A hereto and forms part of this report.

 

17. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy adopted by the Company lays down a framework in relation to selection, appointment/ reappointment of Directors, Key Managerial Personnel and Senior Management alongwith their remuneration. It also lays down criteria for determining qualifications, positive attributes, independence of director(s) and other matters provided under sub section (3) of section 178 of the Companies Act, 2013. The said Policy is available on the website of the Company at following link: https://www.montecarlocorporate.com/investor-relation/policies-code

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy is annexed as Annexure- B hereto and forms part of this report.

 

18. RELATED PARTY TRANSACTIONS

All the transactions entered into by the Company with its related parties, during the year under review were in the "ordinary course of the business" and on "an arms length basis", none of which was "material" in accordance with the Companys Related Party Transactions Policy. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure-C. Further there are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Prior approval of the Audit Committee was also obtained for all the transactions entered into during the year 2024-25 by the Company with its Group Companies. The details of all the related party transactions were placed before the Audit Committee and Board for its consideration and ratification on quarterly basis.

The details of the transactions entered with Related Parties during the year are provided in the Companys Financial Statements at Note No. 42 of the Notes to Accounts in accordance with the relevant Accounting Standard.

Your Company has framed a Policy on Related Party Transactions for purpose of identification and monitoring of such transactions in line with the requirements of the Companies Act, 2013 and Listing Regulations and the said policy is available at website of the company at link: https://www.montecarlocorporate.com/investor-relation/policies-code

 

19. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not granted any loans, or provided any guarantee or security that are covered under the provisions of Section 185 of the Companies Act, 2013. In respect of loans given and investments made by the Company during the year, the Company has complied with the provisions of Section 186 of the Companies Act, 2013. The detail of investments made by the Company is given in the notes to the Financial Statements.

 

20. EXTRACTS OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2024-25 is available on the website of the Company and can be accessed under section "Annual Returns" at link: https://www.montecarlocorporate.com/investor-relation/shareholding-information

 

21. INSURANCE

Your Company has taken adequate comprehensive insurance policy for its assets against foreseeable perils like fire, flood, public liability, marine, etc. The Company has also taken Directors and Officers Liability insurance policy.

 

22. INTERNAL CONTROL SYSTEM & ITS ADEQUACY

Your Company has developed a well defined Internal Control System commensurate with the size, scale and complexity of its operations. The internal audit function is entrusted to M/s S. Tandon and Associates, Chartered Accountants, who were appointed as Internal Auditors by the Board in terms of Section 138 of the Companies Act, 2013 and rules made thereunder. The Internal Auditors monitors and evaluates adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations are addressed to the Audit Committee and the Committee thereafter reviews the adequacy and effectiveness of the internal control systems and suggests various measures to improve and strengthen the same.

 

23. CORPORATE GOVERNANCE

The Company is committed to follow the best Corporate Governance practices, including the requirements under the SEBI Listing Regulations and the Board is responsible to ensure the same from time to time. The Company has duly complied with the Corporate Governance requirements. Further a separate section on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said regulations alongwith a Certificate from a Practicing Company Secretary confirming that the Company is and has been compliant with the conditions stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Annual Report.

 

24. AUDITORS

Statutory Auditors & Auditors Report

The Members of the company in the 14th Annual General Meeting (AGM) held on September 28, 2022 has appointed M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N) as

 

Statutory Auditors for a period of 5 years, i.e. to hold office from the conclusion of the 14 AGM of the company till the conclusion of the 19th AGM of the company.

During the year under review, there were no frauds reported by Auditors under Section 143 (12) of Companies Act, 2013. The Auditors Report on the Annual Accounts of the Company for the year under review is self-explanatory and requires no comments. Further, there are no qualifications in the report that calls for Boards explanation.

 

Cost Auditor

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not covered under the purview of Cost Audit.

 

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, on the recommendation of the Audit Committee and subject to the approval of members in the ensuing Annual General Meeting, the Board has appointed M/s. P.S. Dua & Associates, Company Secretaries (CP No. 3934), as Secretarial Auditor of the Company for a period of five (5) consecutive years, commencing from Financial year 2025-26 to Financial Year 2029-30, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in his Report for the year under review reported except that the appointment of Dr. Prem Lata Singla as Woman Independent Director on August 30, 2024, was made after the completion of Dr. Manisha Guptas term on June 26, 2024, for which the Stock Exchange levied a penalty that has been duly paid. Further,

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while the voting results of the 16 AGM in PDF format were submitted within the prescribed timelines, the filing in XBRL format with BSE Limited was made after two working days.

The Board comments that the delay in appointment of the Woman Independent Director arose during a transitional phase in the Boards composition and has since been regularised with the appointment of Dr. Prem Lata Singla, along with payment of the penalty. The XBRL filing of the 16th AGM voting results with BSE was made after two working days due to an inadvertent procedural lapse, despite timely submission in PDF format. The Company has since strengthened its processes to ensure timely compliance in future. The Secretarial Audit Report is annexed as Annexure-D to this Report.

25. LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the listing fees for the Financial Year 2024-2025 have been duly paid to both the Stock Exchanges.

 

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism/ Whistle blower Policy to encourage employees to report matters about unethical behavior, actual or suspected fraud or violation of Companys code of conduct without the risk of subsequent victimisation and discrimination. The details of the same are explained in the Corporate Governance Report and the said policy is also available on the website of the Company at link: https://www.montecarlocorporate.com/investor-relation/policies-code

 

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

The Company has adopted a policy against sexual harassment and constituted an Internal Compliant Committee in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the Financial Year 2024-25, the Company has not received any complaints on the same and hence, no complaint was pending as at March 31, 2025.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

 

28. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance forms part of this Annual Report.

Pursuant to Regulation 34 of the SEBI Listing Regulation, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report. As required under the provisions of the SEBI Listing, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended 31st March, 2025.

 

29. BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT

In accordance with the SEBI Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) describes the performance of the Company on environmental, social and governance aspects and are available on the Companys website and can be accessed at https://www.montecarlocorporate.com/investor-relation/BUSINESS%20RESPONSIBILITY%20AND%20SUSTAINABILITY%20REPORT

 

30. CORPORATE GOVERNANCE:

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.

The Company has complied with the Corporate Governance Code as stipulated under the Listing Regulations. The Report on Corporate Governance in accordance with Regulation 34(3) read with Para C of Schedule V of SEBI (LODR) Regulations, 2015 forms integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

 

31. NO DEFAULT

The Company has not defaulted in payment of interest and/ or repayment of loans to any of the financial institutions and/ or banks during the year under review.

 

32. DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E hereto and forms part of this report.

 

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-F hereto and forms part of this report.

 

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, your Company has duly complied with the applicable provisions of the Secretarial Standards.

 

35. HUMAN RESOURCE & INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels of the organisation. A detailed section on Human Resources/Industrial Relations is provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

 

36. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. The shareholders whose dividends have been transferred to the IEPF Authority can claim their dividend from the authority.

The unclaimed or unpaid dividend relating to the financial year 2017-2018 is due for remittance in the month of November, 2025 to Investor Education and Protection Fund established by the Central Government. The Company has already sent email / notices in the month of July, 2025 to the members informing them to claim the Unclaimed Dividend / Shares before such transfer of dividend to the IEPF

Authority. The details of these Unclaimed Dividend / Shares required to be transferred to the IEPF Authority are also provided on the website of the Company at www.montecarlocoporate.com.

During the year 2024-25, the unclaimed or unpaid dividend relating to the financial year 2016-2017 has been remitted to Investor Education and Protection Fund established by the Central Government. Further according to the Rules, the shares in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. The Company has sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and has also published requisite advertisement in the newspapers in this regard.

During the year under review the company has transferred to IEPF: -

Particulars	Details
Outstanding balance of Unclaimed Dividend 2015-16 refund account (in Rs)	3,38,740
Equity Shares	1,147

 

37. STATEMENT WITH RESPECT TO COMPLIANCE OF THE PROVISIONS RELATING TO THE

MATERNITY BENEFIT ACT 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the year under review. All eligible female employees have been extended maternity benefits, including leave and wages, as per the statutory requirements. The Company remains committed to upholding employee welfare and ensuring a safe and inclusive workplace in accordance with applicable laws.

 

37. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, 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 at the end of the financial year and of the profit of the Company for that period;

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;

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

 

38. 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:-

(i) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

(ii) Change in nature of Business of Company.

(iii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

(iv) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

 

39. ACKNOWLEDGEMENT & APPRECIATION

Your Board is grateful to express its deep sense of gratitude and appreciation to all the Shareholders, Customers, Vendors, Bankers, Financial Institutions and Business Associates of the Company for their continued support during the relevant financial year. Your Board acknowledges support and cooperation received from all the regulatory authorities of the Central Government and State Government respectively.

It also express its sincere appreciation of the employees at all levels for being encouraged to meet several challenges encountered and look forward to their valuable support and commitment in the times ahead.

	For and on behalf of Board of Directors
Place: Ludhiana	Jawahar Lal Oswal
Date: 06.08.2025	Chairman & Managing Director
	(DIN: 00463866)