To The Members,
Your Directors are pleased to present the 21st (Twenty First) Annual Report on the
business and operations of MPDL Limited ("the Company") together with the
Audited Financial Statements for the Financial Year ended March 31, 2023.
1. FINANCIAL SUMMARY
A summary of the Companys Financial Results for the Financial Year ended March 31,
2023 is as under:
Particulars |
(Rs. in lakhs) |
|
Standalone |
Consolidated |
|
F.Y 2022-2023 |
F.Y 2021-2022 |
F.Y 2022-2023 |
F.Y 2021-2022 |
| Gross Revenue |
476.73 |
675.63 |
1568.11 |
1392.51 |
Profit before tax (after Exceptional Item) |
251.94 |
(100.42) |
(239.99) |
(249.20) |
Tax Expenses (Including Deferred Tax) |
(97.52) |
0.00 |
144.65 |
0.00 |
| Minority Interest and |
|
|
|
|
| Share in Profit of |
- |
- |
|
- |
| Associates |
|
|
|
|
| Profit after Tax |
349.46 |
(100.42) |
(384.64) |
(249.20) |
2. OPERATIONAL PERFORMANCE
The Company is developing a Commercial Tower under the name MI Tower in Faridabad,
Haryana. The Company has completed around 85% of the Construction work. Due to Covid-19
there was delay in the project as construction work was stopped for more than a year.
Further, due to lockdown and work from home concept, the retail demand for the commercial
space has gone down significantly. However with the resumption of economic activity in
2022, and increase in demand, it is expected that the business activity of your Company
shall gain momentum with new projects in future. Further during the year, the Company has
received the approval from Director Town and Country Planning for increase in the saleable
area from 124476 sq. ft. to 208609sq. ft.
Standalone Financials
During the year under review, your companys gross revenue was Rs. 476.73 Lakhs as
compared to Rs. 675.63 Lakhs in the previous financial year. However, for the Financial
Year ended 31st March 2023, the profit/ (loss) before tax (PBT) and profit/
(loss) after tax (PAT) stands increased at Rs. 349.46 Lakhs as against loss of Rs.
(100.42) Lakhs in the previous financial year.
Consolidated Financials
During the year under review, your companys consolidated gross revenue increased to
Rs. 1568.11 Lakhs as compared to Previous financial Year Rs. 1392.51 Lakhs. Further, for
the financial year ended March 31, 2023, the consolidated profit/(loss) before tax (PBT)
and profit/ (loss) after tax (PAT) stands at Rs. (384.64) Lakhs as against Rs. (249.20)
Lakhs in the previous financial year.
The performance and the financial position of the Subsidiaries Companies are included
in the Consolidated Financial Statement of the Company.
3. CHANGE IN NATURE OF BUSINESS IF ANY:
During the year, there has been no change in the Nature of Business.
4. 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 RELATES AND THE DATE OF THE REPORT
No material changes and commitments, materially affecting the financial position of the
Company or having any material impact on the operations of the company have occurred
between the end of the financial year under review and date of this report.
5. DIVIDEND AND RESERVES
In view of the financial performance and inadequate profits during the year under
review, your Board of Directors of the Company have not recommended any dividend for the
year under review and no amount was required to be transferred the General Reserve of the
Company during the financial year 2022-2023.
6. PUBLIC DEPOSITS
During the Year under review, Your Company has neither accepted nor renewed any
deposits from the public falling within the purview of section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rule 2014 during the year and any
amendment thereto.
There is no unclaimed or unpaid deposit lying with the Company.
7. SHARE CAPITAL
The Authorized Share Capital of the Company as on 31st March, 2023 was Rs.
22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only) divided into 75,00,000 (Seventy
Five Lakhs Only) Equity Shares of Rs.10/-(Rupees Ten Only) each and 15,00,000 (Fifteen
Lakhs Only) Preference Shares of Rs.100/-(Rupees Hundred Only) each.
Further, the Companys Issued, Subscribed and Paid-up share capital was Rs.
7,41,25,240/- (Rupees Seven Crores Forty One Lakhs Twenty Five Thousand Two Hundred and
Forty Only), divided into 74,12,524 (Seventy Four Lakhs Twelve Thousand Five Hundred and
Twenty Four) equity shares of Rs. 10/- (Rupees Ten Only) each. For further information,
please refer Note No. 13 to the Standalone Financial Statements of the Company for the FY
2022-23. During the year, the Company did not issue any shares with differential rights or
convertible securities.
Further, the Board of Directors, have recommended to the Members of the Company in the
Annual General Meeting held on 28.09.2022 for the reclassification and alteration of
Memorandum of Association of the Company on account of increase of Authorized Share
Capital of the Company from Rs.22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only)
divided into 2,25,00,000 (Rupees Two Crores Twenty Five Lakhs Only ) Equity Shares of
Rs.10/-(Rupees Ten Only) each to Rs. 27,50,00,000 (Rupees Twenty Seven Crores Fifty Lakhs
only) divided into 75,00,000 (Seventy Five Lakhs Only) Equity Shares of Rs.10/-(Rupees Ten
Only) each and 20,00,000 (Twenty Lakhs Only) Preference Shares of Rs.100/-(Rupees Hundred
Only) each in order to expand the Capital Base.
The Resolution was passed based on decision to increase and reclassify its Authorised
Capital. It was later cancelled as the Board of Directors decided to pay the loan availed
from Excello Fin Lea Limited therefore, execution of supplementary Loan Agreement is not
required. Pursuant to this reason the Board of Directors decided not to Increase the
Authorised Share Capital of the Company for the time being.
8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, following entities became subsidiaries/deemed
subsidiaries of the Company:
1. Cambridge Construction(Delhi) Private Limited.
2. Genrise Global Staffing Private Limited. (Formerly, Mass Skilltech Private Limited)
3. CCDPL Shekhar Private Limited.
4. Cambridge Logistics & Trade Private Limited.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing the salient features of the Financial
Statements of the joint venture/associate companies of the Company in Form AOC-1 as
required under Rule 5 of the Companies (Accounts) Rules, 2014 forms an integral part of
this report as Annexure-1.
The Consolidated Financial Statements of the Company for the Financial Year ended March
31st, 2023 includes financial information of its subsidiaries companies,
prepared in accordance with the relevant Indian Accounting Standards and forms integral
part of this Report.
Audited financial statements of subsidiaries are available on our website
https://www.mpdl.co.in/subsidiary-financial-statements-fy-2022-23.
Material Subsidiary
As at Financial Year ended March 31st, 2023, Cambridge Construction (Delhi)
Private Limited became the material subsidiary of the Company in terms of Regulation 16(1)
(c) and Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Therefore, Sanjeev Mittal, Independent Director of the Company has been
appointed as a Director in Cambridge Construction (Delhi) Private Limited.
A copy of the Secretarial Audit Report of Cambridge Construction (Delhi) Private
Limited is provided in
Annexure-2 to the Boards report. It does not contain any qualification,
reservation, adverse remark or disclaimer.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Directors
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the
Companys Articles of Association, Mr. Rajesh Paliwal (DIN: 03098155), Director of the
Company liable to retires by rotation at the forthcoming 21st Annual General
Meeting and, being eligible, offers himself for reappointment. The Board recommends his
re-appointment for the consideration of the Members of the Company at the ensuing 21st
Annual General Meeting.
Further, during the year, Santosh Kumar Jha was appointed as an Additional Director of
the Company in the capacity of Executive Director on the Board of the Company. The
appointment of Mr. Santosh Kumar Jha was regularized as Whole Time Director for a period
of 5 (five years) w.e.f. 24/02/2023 to 24/02/2028 based on the recommendation of
Nomination and Remuneration Committee and based on his skills, experience, knowledge and
positive outcome of performance evaluation. The appointment was subsequently approved by
the shareholders in the Extra- Ordinary General Meeting held on 23rd March, 2023.
Further, during the year, Rajesh Paliwal was designated as a Non-Executive Non
Independent Director and Chairperson of the Company w.e.f. 24th February, 2023.
Mr. Rajesh Paliwal was appointed as an Additional Director of the Company in the capacity
of Non-Executive Non Independent Director on the Board of the Company in their meeting
held on 24th February, 2023. The appointment of Mr. Rajesh Paliwal was
regularized as Non-Executive Non Independent Director based on the recommendation of
Nomination and Remuneration Committee and based on his skills, experience, knowledge and
positive outcome of performance evaluation as per the provisions of the Companies Act,
2013 and was subsequently approved by the shareholders in the Extra- Ordinary General
Meeting held on 23rd March, 2023.
Furthermore, Mr. Bishwa Nath Chatterjee, resigned from the post of Non-Executive Non
Independent Director w.e.f. 13th June, 2023.
Further, Mr. Braham Dutt Bhardwaj resigned from the post of Director and Whole Time
Director of the Company w.e.f. 17th July, 2023
Also the Members in the last Annual General Meeting held on 28th September,
2022 approved the appointment of Mr. Sanjeev Mittal as Non-Executive Independent Directors
of the Company for a period of 5 years with effect from 09/08/2022, to 09/08/2027 due to
resignation of Mr. Vinod Shankar from the post of Non-Executive Independent Director of
the Company.
A brief resume, nature of expertise, details of directorships held in other companies
of the Directors proposed to be appointed/re-appointed, along with their shareholding in
the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice
of the ensuing Annual General Meeting.
Key Managerial Personnel
During the year under review pursuant to the provisions of Section 2(51) & 203 of
the Companies Act, 2013, Ms. Surbhi (M. No. A52880), relinquish her position as Company
Secretary and Compliance Officer of the Company w.e.f. August 1, 2022 and in her place ,
Ms. Rinkal (M. No. A55732) was appointed as Company Secretary and Compliance Officer of
the Company w.e.f. August 2, 2022.
As on 31st March, 2023, following are the Key Managerial Personnel of the
Company:
1. Mr. Braham Dutt Bhardwaj, Whole Time Director (DIN: 01779434)
2. Mr. Santosh Kumar Jha, Whole Time Director (DIN : 010052694)
3. Mr. Satyajit Pradhan, Chief Financial officer (PAN: BYZPP2602M)
4. Ms. Rinkal, Company Secretary and Compliance officer (M. No. A55732).
Further Ms. Rinkal (M.No. 55732) ceased to be the Company secretary and Compliance
officer w.e.f. the closing hours of June 30, 2023 and in her place Ms. Bhumika Chadha
(M.No. A44615), was appointed as Company Secretary with effect from July 17, 2023. Further
Mr. Braham Dutt Bhardwaj, (DIN No. 01779434) relinquish his position as the Director and
the Whole Time Director of the Company with effect from 17th July, 2023.
10. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from all Independent Directors who
are the part of the Board confirming that they meet the eligible criteria of independence
as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations 2015.
The Board of Directors is of the opinion that the Independent Directors of your Company
possess requisite qualifications, experience, expertise (including proficiency) and they
hold the highest standards of integrity that enable them to discharge their duties as the
Independent Directors of your Company for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014. Further, in compliance with Rule 6(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the
Company have registered themselves with the Indian Institute of Corporate Affairs.
11. NOMINATION AND REMUNERATION POLICY
The Board, on the recommendation of the Nomination and Remuneration Committee, has
adopted a Nomination & Remuneration Policy (NRC Policy) for, inter-alia, setting up
the criteria of nomination of directors, Key Managerial Personnel & Senior Management
and remuneration of Directors, Key Managerial Personnel, Senior Management and other
employees. The Brief terms of policy is stated on the website link:
https://www.mpdl.co.in/codes-policies-others/
12. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Boards
functioning, composition of the Board and its
Committee, culture, execution and performance of specific duties, obligations and
governance.
During the year under review, the performance evaluation of Independent Directors was
carried out by the entire Board of Directors, excluding the Directors being evaluated. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors and Non-Executive Directors. The Board of Directors expressed
their satisfaction with the evaluation process. The Board and the Nomination and
Remuneration Committee reviewed the performance of individual directors based on various
parameters as stated. The manner in which the evaluation of the Board, its Committees and
Individual Directors has been carried out is explained in the Corporate Governance Report
which forms part of this Annual Report.
13. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the financial year ended 31st March, 2023, 6 (Six) Board Meetings
were convened and held, the details of the number of meetings of the Board held during the
Financial Year 2022-23 forms part of the Corporate Governance Report. The Company has
complied with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
Further, in compliance with the statutory requirements, the Board has constituted
following Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Executive Committee
5. Finance Committee
The details of the Committees along with their composition, number of meetings, terms
of reference and attendance of members at the meetings are provided in the Corporate
Governance Report which forms part of this Annual Report.
14. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year ended
March 31, 2023 were on an arms length basis and were in the ordinary course of business.
Further, there have been no materially significant related party transactions between the
Company and the Directors, the management, the subsidiaries or the relatives. All related
party transactions are mentioned in the notes to the accounts.
However, The Board of Directors in their meeting held on August 12th, 2021,
pursuant to the provisions of section 188 and 177 of the Companies Act, 2013 & the
rules made there under and the Articles of Association of the Company, read with SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, appointed
Mr. Braham Dutt Bhardwaj (DIN: 01779434), Whole Time Director as a Consultant in the
Company w.e.f. November 01, 2021 for a period of one year upto October 31 , 2022.
In this regard, disclosure in Form AOC-2 in terms of Section 134(3) (h) read with
Section 188(2) of the Companies Act, 2013 forms a part of the report as Annexure-3.
The "Policy on Materiality of Related Party Transactions and also on dealing with
Related Party transactions" as approved and amended by the Board of Directors has
been uploaded on the website of the Company viz:
https://www.mpdl.co.in/codes-policies-others/
None of the Directors except Mr. Braham Dutt Bhardwaj (DIN: 01779434) has any pecuniary
relationship or transactions vis-? -vis the Company except remuneration and sitting
fees.
15. AUDITORS
i) Statutory Auditor
Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder, at
the Annual General Meeting held on 28th September, 2022, M/s O P Bagla &
Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) was appointed as Statutory
Auditor of the Company to hold such office from the conclusion of ensuing 20th Annual
General Meeting till the conclusion of 25th Annual General Meeting.
M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) has
confirmed that they are eligible to continue as Statutory Auditor of the Company to audit
books of Accounts of the Company for the Financial Year ended March 31, 2023 and
accordingly M/s O P Bagla & Co, LLP, Chartered Accountants shall continue to be the
Statutory Auditors for the Financial Year ended March 31, 2023.
The Notes on the financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualifications, reservation, adverse remark or disclaimer.
ii) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay
Grover & Associates, Practicing Company Secretaries (Firm registration No
P2001DE052900) as its Secretarial Auditor of the Company to undertake the Secretarial
Audit of the Company for the Financial Year ended March 31,2023. The Report of Secretarial
Auditor (Form MR-3) carried out for the Financial Year ended March 31, 2023 is annexed
herewith to the report as Annexure-4.
The Notes on the financial statements referred to in the secretarial audit report are
self-explanatory and do not call for any further comments. The secretarial audit report
contain disqualification. The Company was required to submit disclosures of Related Party
Transactions as per Regulation 23(9) of SEBI LODR on consolidated basis within 15 days
from the date of Publication of its Standalone and Consolidated Financial Results for the
half year ended March 30, 2022. The Company has published its Financial results on
30.05.2022. However, the disclosure was given to Stock Exchange on June 15, 2023 with a
delay of 1day.
The Company has also undertaken an audit for Financial Year ended March 31st
2023 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 8, 2019 for all
applicable compliances as per the Securities and Exchange Board of India Regulations and
Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report)
has been submitted to the Stock Exchanges within 60 days of the end of the financial year
ended March 31st, 2023.
The Board of Directors in their meeting held on 11th day of August, 2023 has
re-appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries (Firm
registration No P2001DE052900) as Secretarial Auditor of the Company for the F.Y
2023-2024.
iii) Internal Auditor
Pursuant to Section 138 of Companies Act, 2013, the Company had appointed M/s VGG &
Co., Chartered Accountants (Firm Registration No.: 031985N), as Internal Auditors of the
Company in its Board Meeting held on 10th August, 2022 for the Financial Year
2022-23.
However, the Board of Directors in their meeting held on 11th day of August,
2023 has re-appointed M/s. VGG & Co. ,Chartered Accountants (Firm Registration No.:
031985N) as Internal Auditor of the Company for the F.Y 2023-2024.
16. DIRECTORS RESPONSIBILITY STATEMENT
The Company has taken utmost care in its operations, compliance, transparency,
financial disclosures and financial statements have been made to give a true and fair view
of Company. As required under Section 134(5) and Section 134(3) (c), and based upon the
detailed representation, due diligence and inquiry thereof and your Board of Directors
assures and confirm as under:
a. In the preparation of the annual accounts for the Financial Year ended March 31st,
2023, 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
the end of the Financial Year 2022-23 and of the profit and loss 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 the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d. The annual accounts for the financial year ended March 31st,
2023 have been prepared on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by the
Company and such internal Financial control are adequate and were operating effectively;
and
f. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.
17. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
Your Company has an effective internal financial control and risk-mitigation system,
which are constantly assessed and strengthened with new/revised standard operating
procedures. The Companys internal control system is commensurate with its size, scale and
complexities of its operations.
The internal and operational audit was conducted by M/s VGG & Co., Chartered
Accountants (Firm Registration No.: 031985N for the F.Y 2022-23. The main thrust of
internal audit is to test and review controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System (‘MIS) which is an
integral part of the control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditors are periodically
apprised of the internal audit findings and corrective actions taken. Significant audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company, at present, does not fall in any of the criteria(s) as provided under
section 135 of the Companies Act, 2013 and Rules made there under. Hence the provisions of
Corporate Social Responsibility are not applicable on the Company.
19. LISTING OF SHARES
The Companys Equity Shares are presently listed at BSE Ltd, Mumbai. The Annual Listing
Fees for the Financial Year 2022-23 has been paid to BSE Limited.
BSE Ltd.
Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001 Website: www.bseindia.com
Further, the details in relation to listing of shares are given in the Corporate
Governance Report attached with the Board Report.
20. MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the Management
Discussion and Analysis Report as stipulated under Regulation 34(2) read with Schedule V
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended, which forms part of this Annual Report as Annexure-5.
21. RISK MANAGEMENT POLICY
Your Companys Risk Management Policy is backed by strong internal control systems. The
risk management framework consists of policies and procedures framed at management level
and strictly adhered to and monitored at all levels. The framework also defines the risk
management approach across the enterprise at various levels. Risk management is embedded
in our critical business activities, functions and processes. The risks are reviewed for
change in the nature and extent of the major risks identified since the last assessment.
It also provides control measures for risk and future action plans.
The internal audit team periodically visits the divisions and carries out audit. The
findings are periodically reviewed by the Board and Audit Committee with emphasis on
maintaining its effectiveness in dynamic business environment.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO
Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of
the Companies (Accounts) Rules, 2014 is given below:
A. Conservation of Energy-
The Company has been, among other fields, engaged in development & construction of
real estate, mainly comprising residential, commercial & institutional buildings. It
has always been the endeavour of the Company to look for ways and means to achieve energy
conservation in every possible way. In line with the Companys commitment to give its
clients and customers quality products and services, it has been constantly seeking to
adopt latest in technology which are relevant, and strive to integrate the same into the
overall scheme of things, resulting in sustainable cost savings, energy conservation and
more reliability.
B. Technology Absorption- i. Efforts in brief made towards technology absorption :
As technologies change rapidly, your Company recognizes the need to invest in new
emerging technologies to leverage them for improving productivity, quality and reach to
new customers. It is essential to have a technology infrastructure that is at par with the
best in the world. Your Company thus follows a practice of upgrading computing equipment
on an ongoing basis.
ii. Benefits derived like product improvement, cost reduction, product development or
import substitution: NIL
iii. In case of imported technology (imported during the last three financial year
reckoned from the beginning of the financial year)
(a) Technology Imported: NIL (b) Year of Import: NIL
(c) Whether the technology has fully been absorbed: NIL
(d) If not fully absorbed, area where absorption has not taken place and reason
thereof: NIL
iv. Expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings And Outgo- Not Applicable
23. OTHER STATUTORY DISCLOSURES
Significant and Material orders passed by the regulators or courts or tribunals
No significant and material orders were passed by the Regulators, Courts or Tribunals
impacting the going concern status of the Company and its future operations.
Details in respect of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the central government
The Statutory Auditors or Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made thereunder.
Stock options scheme
The Company does not have any Scheme of Stock Option for its employees, Directors etc.
Annual Return
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Return of the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is
placed on the website of the Company and is accessible at the web-link:
https://www.mpdl.co.in/annual-return-fy-2022-23.
Particulars of Loans, Guarantees or Investments
As required to be reported pursuant to the provisions of Section 186 and Section
134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments
made by the Company under the aforesaid provisions during the Financial Year 2022-23 have
been provided in the Note No. 4 and 5 to the Standalone Financial Statements for the
Financial Year ended March 31st , 2023.
Composition of Audit Committee
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this Annual Report.
Cost Records
The Company is not required to maintain cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013 read with
Companies (Accounts) Amendment Rules, 2018 which was notified on 31st July,
2018.
Vigil mechanism / Whistle blower policy
The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. Details of the same are given in the
Corporate Governance Report. The same has also been displayed on the website of the
Company and the link for the same is https://www.mpdl.co.in/codes-policies-others/.
Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition
And Redressal) Act, 2013
Your Company has laid down Anti Sexual Harassment policy on Gender Equality, Gender
Protection, Prevention of Sexual Harassment and Redressal System in line with the
requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary,
apprenticeship) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed off during the year under review-
• No. of complaints received : Nil
• No. of complaints disposed off : NA
Particulars of employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1)/(2)/(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure-6.
Corporate Governance Report
Your Company has complied with the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the
Corporate Governance practices followed by the Company, together with a certificate from
the Practicing Company Secretary confirming compliance forms part of this report and a
declaration by the Executive Director of the company regarding compliance by Board Members
and Senior Personnel with the companys Code of Conduct. As per the new clause inserted in
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the certificate
from Company Secretary in practice is also forms part of Corporate Governance Report
regarding none of the directors on the board of the company have been debarred or
disqualified from being appointed or continuing as directors of Companies by the
Board/Ministry of Corporate Affairs or any such statutory authority. The same is annexed
to this report as Annexure-7.
Secretarial Standards
During the period under review, the Company has complied with the applicable
Secretarial Standards notified by the Institute of Company Secretaries of India.
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.
There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year ended March 31st,
2023.
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
There are no instances of one time settlement during the Financial Year ended March
31st, 2023.
24. CAUTIONARY NOTE
Certain Statements in the Management Discussion and Analysis section may be
forward-looking and are stated as required by applicable laws and regulations. Many
factors may affect the actual results, which would be different from what the Directors
envisage in terms of the future performance and outlook. Investors are cautioned that this
discussion contains forward looking Statement that involve risks and uncertainties
including, but not limited to, risks inherent in the Companys growth strategy, dependence
on certain businesses, dependence on availability of qualified and trained manpower and
other factors discussed. The discussion and analysis should be read in conjunction with
the Companys Financial Statements and notes on accounts.
25. ACKNOWLEDGEMENT
Your Directors thank various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support received from them
during the year. The Directors place on record their sincere appreciation to all employees
of the Company for their unstinted commitment and continued contribution to the Company.
FOR AND ON BEHALF OF THE BOARD |
|
MPDL LIMITED |
|
Sd/- |
Sd/- |
Rajesh Paliwal |
Santosh Kumar Jha |
Chairperson of the Company |
Whole Time Director |
DIN: 03098155 |
DIN : 10052694 |
Date: 11.08.2023 |
|
Place: Gurugram |
|
+91-9892691696
