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MPDL Ltd Directors Report

38.4
(-1.97%)
Jul 18, 2024|12:00:00 AM

MPDL Ltd Share Price directors Report

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

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  • Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
  • KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.

RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.