Dear Members,
Your Directors have pleasure in presenting the 37th Annual Report on
the business and operations of your Company together with the Audited Financial Statements
for the year ended March 31,2022.
Financial Results and performance of the company
The summarized working results for the Financial Year ended on 31st
March, 2022 as compared with the previous year are as under:-
(Rs. In Lacs)
|
STANDALONE
(AS Per IND AS) |
CONSOLIDATED
(AS Per IND AS) |
PARTICULARS |
YEAR ENDED 31st
MARCH, 2022 |
YEAR ENDED 31st
MARCH, 2021 |
YEAR ENDED 31st
MARCH, 2022 |
YEAR ENDED 31st
MARCH, 2021 |
Gross Income |
9143.89 |
2359.73 |
10670.68 |
3000.63 |
Total Expenses |
8842.13 |
2139.96 |
10328.50 |
2852.33 |
Profit/ (Loss) before Interest, Depreciation,
Tax and Exceptional & Extra Ordinary Items |
414.96 |
257.28 |
459.48 |
212.91 |
Exceptional Items |
--- |
--- |
--- |
--- |
Depreciation |
12.73 |
5.63 |
13.44 |
7.45 |
Interest |
60.00 |
5.12 |
60.03 |
5.14 |
Profit/ (Loss) before Tax |
342.23 |
246.53 |
386.01 |
200.32 |
Tax Expenses |
67.31 |
--- |
67.31 |
--- |
Net Profit / (Loss) for the Period |
274.92 |
246.53 |
318.70 |
200.32 |
Other Comprehensive Income |
204.70 |
73.73 |
204.70 |
73.73 |
Total Comprehensive Income for the period |
479.62 |
320.26) |
523.40 |
274.05 |
Paid up equity share capital (Face Value per
Share Rs. 10/-) |
914.02 |
914.02 |
914.02 |
914.02 |
Earning Per Equity Share - Basic |
3.01 |
2.70 |
3.30 |
2.39 |
Earning Per Equity Share - Diluted |
3.01 |
2.70 |
3.30 |
2.39 |
Operations
Your Company has earned a profit of Rs. 274.92 Lacs (As per Ind AS) as
on 31st March, 2022 against a profit of Rs. 246.53 Lacs (As per IND-AS) in the previous
year ended on 31st March, 2021.
Your Directors made promised of better working of the company in last
Annual report are fulfilled to some extent and we ensure you this growth will be continue
in upcoming years of the Company. The company continually taking necessary steps to
improve the working of the company in the ensuing year. The Management is putting its best
efforts for the growth of the Company.
Consolidated Accounts
The Consolidated Financial Statements of your Company for the Financial
Year 2021-22 are prepared in compliance with applicable provisions of the Companies Act,
2013 read with the Rules issued there under, applicable Accounting Standards (Ind AS) and
the provisions of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements have
been prepared on the basis of Audited Financial Statements of your Company, its Subsidiary
and Associate Company, as approved by their respective Board of Directors.
Dividend
The company will retain all profits earned during the year keeping in
view of future prospect; Directors do not recommend any dividend for the Financial Year
2021-22.
Subsidiary Companies
The Company has one Subsidiary Company namely M/s Mefcom Securities
Limited. There has been no material change in the nature of the business of the
subsidiary.
A separate statement containing the salient features of financial
statements of the Subsidiary of your Company forms part of Consolidated Financial
Statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013.
The Financial Statements of the Subsidiary Company and related
information are available for inspection by the members at the Registered Office of your
Company during business hours on all days except Second Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting ('AGM') as required under Section
136 of the Companies Act, 2013. Any members desirous of obtaining a copy of the said
Financial Statements may write to the Managing Director at the Registered Office of your
Company. The Financial Statements including the Consolidated Financial Statements,
Financial Statements of Subsidiary and all other documents required to be attached to this
report have uploaded on the website of your Company i.e. www.mefcom.in
Corporate Governance
The compliance with the Corporate Governance provisions as specified in
Regulations 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply
to the Company because paid up equity share capital is less than Rs.10 Ten Crores and net
worth is less than Rs.25 Crores as on the last day of the previous financial year.
Accordingly report under these provisions is not given in the Director Report.
Management Discussion and Analysis
The Management Discussion and Analysis forms an integral part of this
report and gives details of the overall industry structure, economic developments,
performance and state of affairs of your Company's various businesses viz., the decorative
business, international operations, industrial and home improvement business, internal
controls and their adequacy, risk management systems and other material developments
during the Financial Year 2021-22.
Public Deposit
The Company has neither accepted nor renewed any deposits during the
Financial Year 2021-22 within the meaning of Section 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules , 2014 (including any statutory
modification(s) or re-enactment(s) for the time being enforce).
Directors and Key Managerial Personnel
None of the Director appointed and Resigned during financial year
2021-2022.
Number of meetings of the Board of Directors
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mrs. Nisha Ashwani Kumar is retiring by
rotation retires at the ensuing Annual General Meeting. The Board recommends their
re-appointment.
As required under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the information on the
particulars of the Directors proposed for appointment/re-appointment has been given in the
Notice of the Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an evaluation of its own performance, the Directors
individually as well as evolution of the working of its Audit Committee, Nomination and
Remuneration Committee, the manner in which the evaluation has been carried out.
During the Financial Year 2021-22, the Board of Directors met 4 (Four)
times on the following dates:
April to June 2021 |
28.06.2021 |
July to September 2021 |
12.08.2021 |
October to December 2021 |
12.11.2021 |
January to March 2022 |
10.02.2022 |
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. All material information was circulated to the
directors before the meeting or placed at the meeting, including minimum information
required to be made available to the Board.
Audit Committee
During the Financial Year 2021-22, 4 (four) Meetings of the Audit
Committee of the Company were held i.e. on 10.02.2022, 12.11.2021, 12.08.2021 and
28.06.2021
Independent Directors' Meeting:
As per Clause 7 of the Schedule IV of the Companies Act (Code for
Independent Directors), a separate meeting of the Independent Directors of the Company
(without the attendance of Non-Independent Directors) was held on 12.08.2021 inter-alia,
to discuss:
Evaluation of the performance of Non Independent Directors and
the Board of Directors as a whole.
Evaluation of the performance of the Chairman of the Company,
taking into account the views of the Executive and Non-Executive Directors.
Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
Directors' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Companies
Act, 2013, the Directors to the best of their knowledge & ability hereby state and
confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanations relating to material
departures.
(b) the directors had 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 the period;
(c) the directors had 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 had prepared the annual accounts on a going concern
basis;
(e) the internal financial controls to be followed by the Company were
laid down and such internal financial controls were adequate and were operating
effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Details in respect of adequacy of Internal Financial Controls with
reference to the Financial Statements.
The Company has a robust and comprehensive Internal Financial Control
System commensurate with the size, scale and complexity of its operations. The objective
of these procedures is to ensure efficient use and protection of the Company's resources,
accuracy in financial reporting and due compliance of statues and corporate policies and
procedures. The system encompasses the major processes to ensure reliability of financial
reporting, compliance with the policies, procedures, laws and regulations safeguarding
assets and economical and efficient use of resources. The policies and procedures adopted
by the company ensure the orderly and efficient conduct of its business and adherence to
the company's policies, prevention and detection of frauds and errors, accuracy and
completeness of the records and timely preparation of reliable financial information.
The scope and authority of the Internal Audit function is defined in
the Internal Audit Manual. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board and to the
Chairman and Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board.
AUDITORS
Statutory Auditors
The Auditors M/s Doogar & Associates, Chartered Accountants, (Firm
Registration No.000561N) have been appointed till the conclusion of 37th Annual General
Meeting.
Auditors' Report
As regards the Statutory Auditors' observations, the relevant Notes on
Significant Accounting Policies, Notes on Accounts and, other disclosers are
selfexplanatory and therefore, do not call for any further comments.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s P. K. Mishra & Associates (CP No. 16222 & Membership no.
F-4305) to undertake the Secretarial Audit of the Company for the Financial Year ended
31st March, 2022. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-'C'
hereto and forms a part of this report.
Secretarial Auditors has no observations in its report.
Transfer of unclaimed dividend to Investor Education and Protection
Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
Transfer to Reserves
The company has not transferred any amount to General Reserve Fund
during the Financial Year under review.
Change in the nature of business, if any
There was no Change in the nature of business of the Company during the
Financial Year ended March 31,2022.
Share Capital
During the year under review, the Issued, Subscribed and paid up Equity
Share Capital of the Company was Rs.9,14,01,680/-.
a. Buy Back of Securities
The Company has not bought back any of its securities during the year
under review.
b. c. Sweat Equity
The Company has not issued any Sweat Equity shares in accordance with
the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies
(Share Capital and Debentures) Rules, 2014 during the year under review.
d. Bonus Shares
The Company has not issued any Bonus shares in accordance with the
provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies
(Share Capital and Debentures) Rules, 2014 during the year under review.
e. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to its employees
during the year under review.
Material Changes and Commitment if any affecting the Financial Position
of the company occurred between the end of the Financial Year to which this Financial
Statements relate and the date of this Report.
No material changes and commitments affecting the financial position of
your Company have occurred between the end of the Financial Year to which the Financial
Statements relate and on the date of this report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are
provided herein below:-
Conservation of Energy
The Company is engaged in providing the financial services and
such operations do not account for substantial energy consumption. However, the Company is
taking all possible measures to conserve energy. Several environment friendly measures
have been adopted by the Company such as:
Installation of TFT monitors that save the power.
Automatic power shut down of the monitors.
Creating environmental awareness by way of distribution
information in electronic form.
Minimizing Air conditioning usage.
Shutting off all the lights when not in use.
Education and awareness programs for the employee.
The management frequently, puts circulars on the corporate intranet for
the employees, educating them on ways and means to conserve electricity and other natural
resources and ensures strict compliance with the same.
Technology Absorption:
The management understands the importance of technology in the business
segment in which the Company works and lays utmost emphasis on the system development and
innovation with the use of new technological advancement. During the year under review the
Company has installed several software and this efforts will reduce the unnecessary usage
of paper and manpower.
Foreign Exchange Earnings and outgo
During the year under review, the Company did not have any Foreign
Exchange Earnings and Outgo.
Statement concerning development and implementation of Risk Management
Policy of the Company
In today's economic environment, Risk Management is very important part
of the business. The main aim of risk management is to identify, monitor and take
precautionary measures in respect of the events that may pose risk for the business. Your
Company recognizes risk management as an integral component of good corporate governance.
The company has developed and adopted a risk management policy.
Details of policy developed and implemented by the Company on its
Corporate Social Responsibility initiatives
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013
relating to Corporate Social Responsibility are not applicable.
Particulars of Loans, Guarantees or Investments made under Section 186
of the Companies Act, 2013
The Company has given loans, guarantees and investments made during the
financial year under review in compliance with the provisions of Section 186 of the
Companies Act, 2013
Subsidiaries, Associates and Joint Venture Company
The Company has one Subsidiary Company namely M/s Mefcom Securities
Limited. There has been no material change in the nature of the business of the
subsidiary.
The Company does not have any Associates and Joint Venture Company
during the year under review.
Particulars of Contracts or Arrangements made with Related Party
Transactions
All related party transactions that were entered into during the
Financial Year were on arm's length basis and were in the ordinary course of the business.
There was no materially significant related party transaction 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.
The particulars of Contracts or Arrangements with Related Parties
referred in Section 188 (1) of the Companies Act, 2013 in Form No. AOC-2 are attached as Annexure-B
Suitable disclosure as required by Ind AS-24 has been made in the Notes
to the Financial Statements.
Details of significant and Material Orders passed by the Regulators,
Courts and Tribunal:
No significant and material order has been passed by the Regulators,
Courts and Tribunals impacting the going concern status and Company's operations in
future.
Annual Return
The details forming part of the extracts of Annual Return pursuant to
the provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is annexed herewith as Annexure-A of this Report.
Particulars of Employees and related disclosures
There was no employee in the Company who was in receipt of the
remuneration in excess of Rs.60 Lacs, if employed throughout the year or Rs.5 Lacs per
month, if employed for the part of the financial year or received remuneration in excess
of that drawn by the Managing Director / Whole Time Director / Manager and holding 2% or
more equity share capital of the company (himself along with and dependent children), and
therefore, no disclosure is required to be made under Rules 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Ratio of remuneration
The Company has not paid any remuneration to its Directors, and
therefore, information relating to remuneration of Directors of the Company as required
under Section 197 (12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable.
Declaration by Independent Director(s):
All the Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section 149 (6) of the
Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
Criteria for Evaluation of Directors
For the purpose of proper evaluation, the Directors of the Company have
been divided in 3 (three) categories i.e. Independent, Non- Independent &
Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement,
strategic planning and vision, team spirit and consensus building, effective leadership,
domain knowledge, management qualities, team work abilities, result/achievements,
understanding and awareness, motivation/ commitment/ diligence, integrity/ ethics/ value
and openness/ receptivity.
Listing
The securities of the company listed on Bombay Stock Exchange Limited.
The listing fees under Regulation 14 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 have been paid to Bombay Stock
Exchange Limited for the Financial Year 2021-22.
Disclosure as per Sexual Harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and Redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
No complaint has been received for sexual harassment of women at Work
place by the Company during the financial year 2021-22.
State of Affairs
In the last few month of FY 2021-22, the COVID-19 pandemic developed
rapidly into a global crisis, forcing governments to enforce lock-downs of all economic
activity. For the Company, the focus immediately shifted to ensuring the health and
well-being of all employees, and on minimizing disruption to services for all our
customers globally.
Acknowledgements
The Board places on record its appreciation for the continued co-
operation and support extended to the Company by customers, vendors, bankers, stock
exchanges, SEBI, other regulatory authorities, depositories, auditors, legal advisors,
consultants business associates, state government, local bodies and all the employees with
whose help, co-operation and hard work the Company is able to achieve the results.
The Directors regret the loss of life due to COVID-19 pandemic and are
deeply grateful and have immense respect for every person who risked their life and safety
to fight this pandemic.
The Board deeply acknowledges the trust and confidence placed by the
customers of the Company and all its shareholders.
|
By Order of the Board of Directors for
Mefcom Capital Markets Limited |
Place : New Delhi |
Vijay Mehta Managing Director |
Date : 10/08/2022 |
DIN:00057151 |
|