Dear Members,
Your directors are presenting their 43rd Annual Report on the business and operations
of your Company along with the audited financial statements for the financial year ended
31st March, 2024. The Statement of Accounts, Auditors' Report, Board's Report and
attachment thereto have been prepared in accordance with the provisions contained in
Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
1. FINANCIAL RESULTS:
( Amount in Rupees)
| Financial Result |
2023-24 |
2022-23 |
| Revenue from Operation |
- |
- |
| Other Income |
- |
- |
| Total expense |
15,39,788 |
10,30,918 |
| Profit/Loss Before Tax |
(15,39,788) |
(10,30,918) |
| Provision For tax |
|
|
| Deferred Tax on Special Reserve |
|
|
| Profit/Loss After Tax |
(15,39,788) |
(10,30,918) |
| Total Profit/Loss |
(15,39,788) |
(10,30,918) |
The Company is not having any Depreciable Assets hence no provision of Depreciation is
made.
2. RESERVES:
Due to continuous losses, your Company does not propose to carry any amount to General
Reserves.
3. SHARE CAPITAL:
The Paid-up Share Capital as on 31st March 2024 was Rs. 6,30,00,000 during the year
under review.
4. PERFORMANCE AND AFFAIRS OF THE COMPANY:
The year under review was not satisfactory for the company due to the difficult market
conditions, the Company has made loss of Rs. 15,39,788/- (previous year loss of Rs.
10,30,918/-). As we all know the world economy faced global recession which is still
continuing and because of which economic activities slowed down. India, being now global
player, also experienced the global economic slowdown but its impact was not so much harsh
as experienced by the developed nations. In India, real estate is one sector which
experienced worst of economic slowdown. However, your Company is exploring various sites
for undertaking new projects.
The performance and outlook of the Company has been discussed in the Management
Discussion and Analysis Report, which is forming part of the Annual report
5. DIVIDEND:
In view of accumulated losses incurred by the Company, the Board does not recommend any
Dividend for the year ended 31st March, 2024.
6. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company on 31st March, 2024 and
on the date of this report.
7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review, your Company did not have any subsidiary, associate and
joint venture Company.
8. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(i) Directors
There is no material change in Directors of the Company during the year.
(ii) Key Managerial Personnel
There is no material change in KMP of the Company during the year.
(iii) Declaration by an Independent Director(s)
The Company has complied with provisions of section 149(6) of the Companies Act, 2013.
The Company has also obtained declarations from all the Independent Directors pursuant to
section 149(7) of the Companies Act, 2013.
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the
annual performance evaluation of its own performance and other Directors. A separate
exercise was carried out to evaluate the performance of individual directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, promotion of participation by all directors and
developing consensus amongst the directors for all decisions.
10. MANAGEMENT'S DISCUSSION AND ANALYSIS:
In terms of Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report is attached with this Directors Report as Annexure-I.
11. NUMBER OF BOARD MEETINGS:
During the Financial year 2023-2024, the Board of Directors of the Company met Five
(05) times respectively on 22nd May, 2023, 14th August, 2023, 07th September ,2023, 16th
October, 2023, and 14th February, 2024 and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose. The maximum gap between any two
meetings was less than 120 days.
The attendance of the Directors at their Board Meetings is as under:
| Name of the Director |
22.05.202 3 |
14.08.2023 |
07.09.202 3 |
16.10.202 3 |
14.02.202 4 |
AGM Dated 30.09.2023 |
| Mr. Rajendra Shah |
Present |
Present |
Present |
Present |
Present |
Present |
| Ms. Simmy Arora |
Present |
Present |
Present |
Present |
Present |
Present |
| Mr. Seiyam Shah |
Present |
Present |
Present |
Present |
Present |
Present |
| Ms. Hiral Gandhi |
Present |
Present |
Present |
Present |
Present |
Present |
The Annual General Meeting during the year was held on Saturday, the 30th September,
2023; the proceedings were properly recorded and signed in the Minutes Book maintained for
the purpose. No Extra-Ordinary General Meeting was held during the financial year 2023-24.
12. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by your Directors they make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that: -
a. in the preparation of the annual accounts, 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 31st March, 2024 and of the loss of
the Company for the year ended on that date;
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 and the
e. directors have laid down proper systems financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
13. NOMINATION AND REMUNERATION COMMITTEE:
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy for selection and appointment of Directors, senior management, key Managerial
Personnel and their remuneration. The Nomination and Remuneration Policy is uploaded on
the website of the Company. Currently Nomination and Remuneration Committee Consist of;
1. Mrs. Hiral Gandhi
2. Mr. Seiyam Shah
3. Ms. Simmy Arora
The Nomination and Remuneration Committee met twice (2) during the year on 14th August,
2023 & 14th February, 2024.
| Name of the Director |
No of Meetings attended |
| Mr. Hiral Gandhi |
2 |
| Mr. Seiyam Shah |
2 |
| Ms. Simmy Arora |
2 |
14. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013. The, Company Secretary, Internal Auditors and Statutory
Auditors are permanent invitees to the Audit Committee meetings. The Members of the
Committee are qualified, experienced and possess professional knowledge with reference to
powers, role and scope of the Committee and as such. Currently Audit Committee Consist of;
1. Mr. Rajendra Shah
2. Mrs. Hiral Gandhi
3. Ms. Simmy Arora
4. Mr. Seiyam Shah
The Audit Committee met Five times (5) times during the year on 22nd May, 2023, 14th
August, 2023, 07st September, 2023, 16th October ,2023 and 14th February, 2024.
| Name of the Director |
No of Meetings attended |
| Mr. Jayant Pandya |
5 |
| Mr. Mitul Shah |
5 |
| Ms. Simmy Arora |
5 |
15. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Currently Stakeholders Relationship Committee
consists of:
1. Mrs. Hiral Gandhi
2. Mr. Seiyam Shah
3. Ms. Simmy Arora
One Meeting of Stakeholders Relationship Committee was held on 14.02.2024 during the
year.
| Name of the Director |
No of Meetings attended |
| Mrs. Hiral Gandhi |
1 |
| Mr. Seiyam Shah |
1 |
| Ms. Simmy Arora |
1 |
16. LISTING OF SHARES:
Your Company's shares are listed on the BSE Limited. Your directors wish to state that
the Equity Shares of your Company are compulsorily traded in the dematerialized form
w.e.f. 26/06/2000. Presently 71.47% of Equity Shares which are held by Promoters and some
of the Public shareholders are in electronic/dematerialized form.
17. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees of the Company is in receipt of remuneration prescribed under
Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014.
18. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Company promote ethical behaviour in all business activities and has put in place a
mechanism for reporting illegal and unethical behaviour.
The Board of Directors of the Company have, pursuant to the provision of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violation of legal
regulatory requirements. No complaint has been received by the Chairman of the Audit
Committee during the year.
19. CORPORATE SOCIAL RESPONSIBILITY:
As per section 135 of the Companies Act, 2013, every company having net worth of rupees
five hundred Crore or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crore or more during the immediately preceding financial year shall
constitute a Corporate Social Responsibility Committee. Your Company does not fall under
the said criteria hence, your company has not formed Corporate Social Responsibility
Committee.
20. RISK MANAGEMENT SYSTEM:
The Company has designed Risk Management policy and guidelines to avoid events,
situations or circumstances which may lead to negative consequences on the Company's
business, and defined a structured approach to manage uncertainty and to make use of these
in their decision-making pertaining to its business and corporate functions. At present
there is no identifiable risk which, in the opinion, of the Board may threaten the
existence of the Company.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are given as under:
Energy Conservation: N.A.
Technology Absorption: N.A.
Foreign Exchange Earnings and outgo: Nil
22. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company's
business, size and complexity of its operations are in place. It has been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
23. ANNUAL RETURN: WEB-LINK OF SUCH ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the
financial year ended 31st March, 2024 has been made under the Web-link of such annual
return which forms part of this Report.
Link: MGT-7
https://www.meghmayurinfra.eom/Investor.html#target
24. SECRETARIAL STANDARDS:
It is hereby confirmed that the Company has complied with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
25. GREEN INITIATIVES:
Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company has sent Annual
Report through electronic mode (email) to all the shareholders who have registered their
email addresses with the Company or with the Depository to receive the Annual Report
through electronic mode to reduce consumption of paper. For members who have not
registered their email addresses, physical copies will be sent through a permitted mode.
26. AUDITORS:
I. STATUTORY AUDITOR
Pursuant to the provisions of section 139 of the Act and the Rules framed thereunder,
M/s. "H. Tosniwal & Co.- Chartered Accountants", Surat were appointed as
statutory auditors of the Company from the conclusion of 39th Annual General Meeting for
five Consecutive years. Auditors have confirmed their eligibility and submitted the
Certificate in writing that they are not disqualified to hold the office of the Statutory
Auditor.
The Statutory Auditor report does not contain any qualification, reservation or adverse
remark. There was no instance of fraud during the year under review which require the
Auditors to report to the Audit Committee and or Board under Section 143(12) of the Act
and Rules framed thereunder.
II. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Act and the rules framed there under the
Board has appointed Jigar Vyas & Associates., Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial year 2023-24. The
Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure II". The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
III. INTERNAL AUDITOR
The Board has appointed K P BHAGAT & Co., Chartered Accountant to undertake the
Internal Audit of the Company for the financial year 2024-2025.
IV. COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submit
cost audit report pursuant to the provision of the Companies (Cost Records and Audit)
Rules, 2014.
27. HUMAN RESOURCES:
Employees are considered to be team members being one of the most critical resources in
the business which maximize the effectiveness of the Organization. Human resources build
the Enterprise and the sense of belonging would inculcate the spirit of dedication and
loyalty amongst them towards strengthening the Company's Polices and Systems. The Company
maintains healthy, cordial and harmonious relations with all personnel and thereby
enhancing the contributory value of the Human Resources.
28. ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of being environmentally clean and has safe
operations. The Company's policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliance of environmental regulations and preservation
of natural resources. There was no accident during the year.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has an adequate system of internal financial controls commensurate with its
size and nature of business. Detailed procedures are in place to ensure that all assets
are safeguarded and protected against losses, all transactions authorised, recorded and
appropriately reported. The internal control system is monitored and evaluated by an
Internal Audit team which interacts closely with the Audit Committee. No material issues
in relation to the adequacy of Company's control systems were raised during the year.
30. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
The Company has taken loan from a Director of the Company during the year. The details
are given in the notes to Financial Statements.
31. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business. Hence, the provisions of Section 188
of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not
required.
32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Disclosure as per the sexual harassment of women at workplace (prevention, prohibition
and redressal) act, 2013 is not applicable to the company.
33. DETAILS OF APLLICATION MADE OR PROCEEDING PENDING UNDERINSOLVANCY AND BANKRUPTCY
CODE2016.
During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency Bankruptcy Code,2016.
34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILUNG LOAN FROM BANK AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loan taken from
banks and financial institution.
35. 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:
1. The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 hence no information is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have an
impact on the going concern status and the Company's operations in future.
36. ACKNOWLEDGEMENT:
Your Directors wish to thank Bankers, Government authorities and various stakeholders,
such as, shareholders, customers and suppliers, among others for their support and
valuable guidance to the Company. Your Directors also wish to place on record their
appreciation for the committed services of all the Employees of the Company.
|
For and on behalf of the Board |
| Place: Surat |
For Megh Mayur Infra Limited |
| Date: 26.09.2024 |
|
|
Rajendra Shah |
|
Chairman and Managing Director |
|
(DIN: 01765634) |
|