FOR THE FINANCIAL YEAR ENDED 2023-24
TO THE MEMBERS OF
MEGA CORPORATION LIMITED
Your Directors have pleasure in presenting the 39th Annual Report
together with audited accounts for the year ended 31st March 2024. The summarized
financial results of the Company are presented hereunder:
FINANCIAL RESULTS
| Particulars |
Standalone Financials |
|
2023-24 |
2022-23 |
| Revenue from Operations |
382.70 |
316.95 |
| Other Income |
41.76 |
0.04 |
| Total Income |
424.46 |
316.99 |
| Total Expenses |
370.96 |
287.28 |
| Profit/(Loss) before exceptional items & tax |
53.50 |
29.71 |
| Exceptional Item |
0.00 |
0.00 |
| Profitf(Loss) before tax |
53.50 |
29.71 |
| Tax Expenses |
|
|
| • Current Year |
- |
- |
| • Previous Year |
-- |
-- |
| • MAT Entitlement |
-- |
-- |
| • Deferred Tax |
27.56 |
6.97 |
| Profit /(Loss) for the period |
25.94 |
22.74 |
| Other Comprehensive Income |
18.94 |
2.27 |
| Total comprehensive Income |
44.88 |
25.00 |
| Paid up Equity Share Capital |
1000 |
1000 |
| Earnings Per Share |
0.04 |
0.03 |
STATE OF COMPANY'S AFFAIRS
The total revenue was registered at Rs. 424.46 Lakhs as against Rs.
316.99 Lakhs in previous year. The Profit for the year was Rs. 53.50 Lakhs and profit
after Tax was Rs. 25.94 Lakhs. The Earning per Share ("EPS") was at Rs.
0.04 for the financial year 2023-24.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL
YEAR 2023-24
There were no other material changes and commitment affecting the
financial position of company after the close of financial year 2023-24.
DIVIDEND AND RESERVES
During the Reporting Period, the company has earned nominal net profit
of Rs. 25.94 Lakhs and the management has decided to reinvest the money for the purpose of
expansion and overall growth of the company.
Hence, your management recommends no dividend for the year ended March
31, 2024 and will increase efforts to enhance the profit in coming financial year. Further
your Directors do not propose to transfer any amount to the general reserve.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company consists of the following
Directors as on 31 st March, 2024:
| 1. Mr. Kunal Lalani |
- Executive Director |
| 2. Mr. Surendra Chhalani |
- Executive Director |
| 3. Mrs. Anisha Anand |
- Executive Director |
| 4. Mr. Surendra Kumar Chhajer |
- Non Executive Independent Director |
| 5. Mr. Surendra Kumar Pagaria |
- Non Executive Independent Director |
| 6. Mr. Vikram Anand |
- Non Executive Non Independent Director |
Pursuant to the provisions of Section 203 of the Act, Your Company also
consists of the following Key Managerial Personnel (KMP):
1. Mr. Surendra Chhalani (Chief Financial Officer)
2. Ms. Krashmee Bhartiya (Company Secretary cum Compliance Officer)
A. Change in Board of Directors during the financial year:
Mrs. Abhilasha Lalani (DIN: 08680539), Non-Executive - Non Independent
Director has resigned from the position with effect from 30th May, 2023. The Board places
on record the valuable services rendered by Mrs. Abhilasha Lalani during her tenure as a
Director of the Company and expresses its deep sense of appreciation and gratitude for the
same.
Based on the recommendation of the Nomination and Remuneration
Committee ("NRC") the Board of Directors of the Company approved the appointment
of Mr. Lokesh Kumar Sethia (DIN: 08075151) as a Non-Executive - Non Independent Director
of the Company with effect from 30th May, 2023 as an Additional Director whose term of
office was expired on the 38th Annual General Meeting (AGM) and his appointment was
regularized subject to approval of members in the 38th Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration
Committee ("NRC") the Board of Directors of the Company approved the appointment
of Mr. Vikram Anand (DIN: 00407415) as an Non-Executive - Non Independent Director of the
Company with effect from 01st February, 2024 as an Additional Director whose term of
office will expire on the ensuing Annual General Meeting (AGM) and his appointment is
required to be regularized subject to approval of members in the ensuing Annual General
Meeting.
Furthermore, Mr. Lokesh Kumar Sethia (DIN: 08075151), Non-Executive -
Non Independent Director had resigned from the position with effect from 01st February,
2024. The Board places on record the valuable services rendered by Mr. Lokesh Kumar Sethia
during his tenure as a Director of the Company and expresses its deep sense of
appreciation and gratitude for the same.
Save and except as stated above, there are no other changes in the
Board of Directors during the year under review.
B. Change in Board of Directors after the end of financial year
2023-24:
There have been no changes in Board of Directors after the end of
financial year 2023-24.
C. Directors liable to retire by rotation
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of the Articles of Association of the Company, Mr. Kunal Lalani
(Executive Director) (DIN: 00002756) is liable to retire by rotation and being eligible,
seeks re-appointment at the ensuing AGM. Mr. Kunal Lalani is not disqualified under
Section 164(2) of the Companies Act, 2013. Board of Directors recommends his
re-appointment in the best interest of the Company.
The Notice convening forthcoming AGM includes the proposal for
re-appointment of aforesaid Director. A brief resume of the Director proposed to be
re-appointed, nature of his experience in specific functions and area and number of listed
companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings
and inter-se relationships with other Directors as stipulated under Regulation 36(3) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are
provided in the ‘Annexure to the Notice of AGM' forming part of the
Annual Report.
Change in KMP during the financial year:
During the period under review there are no changes in the Key
Managerial Personnel of the Company.
DECLARATION BY THE INDEPENDENT DIRECTORS
All the independent directors have submitted a declaration of
independence, stating that they meet the criteria of independence provided under section
149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended.
They also confirmed compliance with the provisions of rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name
in the databank of independent directors.
The Board took on record the declaration and confirmation submitted by
the independent directors regarding them meeting the prescribed criteria of independence,
after undertaking due assessment of the veracity of the same in terms of the requirements
of regulation 25 of the SEBI Listing Regulations.
NUMBER OF MEETINGS OF THE BOARD
The Board met Five (5) times during the financial year 2023-24. The
meeting details are provided in the Corporate governance report that forms part of this
Annual Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.
COMMITTEES OF THE BOARD
As on March 31, 2024, the Board had three committees: the Audit
Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship
Committee.
All committees comprises of Chairperson as independent directors.
During the year, all recommendations made by the committees were
approved by the Board. A detailed note on the composition of the Board and its committees
is provided in the Corporate governance report, which forms part of this Annual Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles, rights and
responsibilities in the Company as well as with the nature of industry and business. The
details of Familiarization Programme arranged for Independent Directors have been
disclosed on the website of the Company and are available at the following link:
https://www.meaacorpltd.corn/imaaes/pdf/familiarization policy mega
corporation.pdf
REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, the Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013,
details of which needs to be mentioned in the Board's Report.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India.
HUMAN RESOURCES DEVELOPMENT
Attracting, enabling and retaining talent have been the cornerstone of
the Human Resource function and the results underscore the important role that human
capital plays in critical strategic activities such as growth. A robust Talent Acquisition
system enables the Company to balance unpredictable business demands with a predictable
resource supply through organic and inorganic growth.
Human Resources are the most important asset of any financial services
organization. For all key exists the succession plan triggered in and our Company was able
to immediately fill all key leadership positions ensuring continuity and stability.
Our Company also actively encouraged cross utilization of resources to
avoid the need of hiring from the market and also to nurture multi-tasking skills in
employees. This ensured that all employees of our Company were productively employed and
also helped our Company save on hiring costs and wherever necessary strengthened its
hiring process to ensure economical quality hires.
The Company's ultimate objective is to create a strong and
consistent team of employees wherein each link in the resource chain is as strong as the
other. In view of this, various employee benefits, recreational and team building programs
are conducted to enhance employee skills, motivation as also to foster team spirit.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy for prevention of sexual harassment,
in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been set up to redress complaints.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. No complaints were received during the financial year nor were any
pending unresolved as on 31st March 2024.
BUSINESS EXCELLENCE AND QUALITY INITIATIVES
"Business Excellence" is an integral part of Business
Management and is the application of quality management theory and tools to run our
business more efficiently. Business Excellence is the culture of your company, which works
as an enabler to our commitment to higher customer satisfaction, increase in stakeholder
value & better process management through the never-ending cycle of continuous
improvement. Innovation in services and business models is a key agenda of the Management
along with a customer-focused culture towards building longterm customer relationships.
SECRETARIAL AUDITORS. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Board has appointed M/s Vikash Gupta & Co., Company
Secretaries, New Delhi (holding Certificate of Practice bearing No. 10785), to undertake
the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31st March,
2024 is annexed herewith marked as "Annexure-A" in ‘Form No.
MR-3' and forms an integral part of this Report. No qualifications, reservations and
adverse remarks were contained in the Secretarial Audit Report.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE
COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL
PERFORMANCE OF THE COMPANY
Our Company had a subsidiary namely M/s Mega Airways Limited and the
same was merged with our company on 09th August, 2019 by the order of hon'ble
National Company Law Tribunal of Delhi vide order no. 1257. Further, there was no
associate company within the meaning of Section 2(6) of the Companies Act, 2013
("Act").
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of financial statements of the subsidiary company in form AOC
- 1 is not required to be attached as the subsidiary company M/s Mega Airways Limited
has been merged with our company.
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate internal financial controls with
reference to the financial statements, some of which are outlined below:
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006, that
continue to apply under Section 133 and other applicable provisions, if any, of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended
from time to time.
Your Company has always believed that a system of strict internal
control, including suitable monitoring procedures and transparency, is an important factor
in the success and growth of any organization. It also ensures that financial and other
records are reliable for preparing financial statements.
Internal Audit Reports and significant audit observations are brought
to the attention of the Audit Committee of the Company. The internal controls existing in
the Company are considered to be adequate vis-a-vis the business requirements.
Your Company ensures adequacy, commensurate with its current size and
business, to ensure operational efficiency, protection and conservation of resources,
accuracy and promptness in financial reporting and compliance of laws and regulations. It
is supported by the internal audit process and will be enlarged to be adequate with the
growth in the business activity.
INTERNAL AUDIT
Internal Audit for the financial year 2023-24 was conducted by M/s
Vikash Gupta & Co. a Company Secretaries, New Delhi. The idea behind conducting
Internal Audit is to examine that the Company is carrying out its operations
effectively and performing the processes, procedures and functions as
per the prescribed norms. The Internal Auditor reviewed the adequacy and efficiency of the
key internal controls guided by the Audit Committee.
RISK MANAGEMENT
Risk is an integral part of business and your Company is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and operational plans.
Broad categories of risk faced by the Company are Credit Risk, Market
Risk, Operational Risk, Fraud Risk, and Compliance Risk. The risk management policies are
well defined for various risk categories supplemented by periodic monitoring by the Board.
Credit Risk: The credit aspects in the Company are primarily
covered by the Credit Policy and Delegation of Authority approved by the Board of
Directors. The Company measures, monitors and manages credit risks at individual borrower
and portfolio level.
Market Risk: Market Risk management is guided by clearly laid down
policies, guidelines, processes and systems for the identification, measurement,
monitoring and reporting of exposures against various risk limits.
Operational Risk: The Company has put in place a comprehensive
system of internal controls, systems and procedures for documenting, assessing and
periodic monitoring of various risks and controls linked to various processes across all
business lines. The Board on periodic basis identify and mitigate operational risks to
minimize the risk and its impact.
Fraud Risk: The Company has adopted a robust Fraud Risk Management
framework. It has an effective and very strong fraud risk governance mechanism that
encompasses controls covering below objectives:
1. Prevent (reduce the risk of fraud from occurring)
2. Detect (discover fraud when it occurs) and
3. Respond (take corrective action and remedy from the harm caused by
fraud).
Compliance Risk: The Company has a robust compliance risk
management framework in place guided by a Board which lays down the roles and
responsibilities of employees towards ensuring compliance with the applicable laws and
regulations as also the role of the Compliance Department in monitoring compliance.
The Company's governance culture supported by sound risk
management is aimed at ensuring it remains resilient during challenging periods and forge
a sustainable future for the organization.
ANNUAL RETURN
A copy of the Annual Return as provided under section 92(3) of the Act,
in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted
on the Company's website and can be accessed at:
https://www. meaacorDltd.com/uDloads/12iune2024/Form%20MGT-7%202023-24.
pdf
CORPORATE GOVERNANCE
Your Company's Corporate Governance Practices are a reflection of
the value system encompassing culture, policies and relationships with its stakeholders.
Integrity and transparency are a key to Corporate Governance Practices to ensure that the
Company gain and retain the trust of its stakeholders at all times. Your Company is
committed for highest standard of Corporate Governance in adherence of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual
report. A ‘Certificate' from the M/s Vikash Gupta & Co. a Company
Secretaries, New Delhi, confirming compliance by the Company of the conditions of
Corporate Governance as stipulated in Regulation 34(3) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed
as "Annexure-B" to this Board's Report.
The details of Executive Director, liable to retire by rotation and
seeking re-appointment, are made part in the Annexure to Notice of 39th AGM under Brief
Profile of Directors seeking Re-Appointment as required under Regulation 36 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Parameters of Statutory compliances evidencing the standards expected
from a listed entity have been duly observed and a Report on Corporate Governance as
prescribed under the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following statements in terms
of Section 134(3)(c) of the Companies Act, 2013 that:
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2024, the applicable Accounting Standards have been followed and there are no
material departures from the same;
(ii) 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 on 31st March, 2024
and of the profits of the Company for the year ended on that date;
(iii) 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;
(iv) the Directors have prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
(vi) 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.
ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its
Committees, and of individual Directors pursuant to the provisions of the Companies Act,
2013 and the corporate governance requirements as prescribed by the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The performance of the Board was evaluated by the Nomination and
Remuneration Committee after seeking inputs from all the Directors on the basis of
criteria such as the Board composition and structure, effectiveness of Board processes,
information and functioning, etc. as provided by the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on 05th January, 2017.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings etc.
The Nomination and Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the individual
Director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of Independent Directors held on 01st February,
2024, performance of Non-Independent Directors and the Board as a whole was evaluated.
For Independent Directors, evaluation is carried out based on the
criteria viz. the considerations which led to the selection ofthe Directoron the Board and
the delivery against the same, contribution made to the Board/Committees, attendance at
the Board/Committee Meetings, impact on the performance of the Board/ Committees,
instances of sharing best and next practices, engaging with top management team of the
Company, participation in Strategy Board Meetings, etc.
One ofthe key functions ofthe Board is to monitor and review the Board
evaluation framework. The Board works with the nomination and remuneration committee to
lay down the evaluation criteria forthe performance ofthe Chairman, the Board, Board
committees, and executive / non-executive / independent directors through evaluation,
excluding the director being evaluated. Independent directors have three key roles -
governance, control and guidance. Some of the performance indicators, based on which the
independent directors are evaluated, include:
• The ability to contribute to and monitor our corporate
governance practices.
• The ability to contribute by introducing international best
practices to address business challenges and risks.
• Active participation in long-term strategic planning.
• Commitment to the fulfillment of a director's obligations
and fiduciary responsibilities; these include participation in Board and committee
meetings.
The Company has formulated a Policy for performance evaluation of the
Independent Directors, the Board, its Committees and other individual Directors which
includes criteria for performance evaluation ofthe Non-Executive Directors and Executive
Directors.
As an outcome of the above exercise, it was noted that the Board as a
whole is functioning as a cohesive body which is well engaged with different perspectives.
The Board has a right balance of discussion between strategic and operational issues. The
Board Members from different backgrounds bring about different complementarities and
deliberations in the Board and Committee Meetings are enriched by such diversity and
complementarities. The Board is actively engaged on the key issue concerning strategy,
talent, risk and governance. It was also noted that the Committees are functioning well
and besides the Committee's terms of reference as mandated by law, important issues
are brought up and discussed in the Committees & Board was updated on the same. The
Board also noted that given the changing external environment, more frequent sessions on
strategy with emphasis on sustainability may be considered. There are specific areas that
have been identified as part of the exercise for the Board to engage itself with and the
same will be acted upon.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year under
review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a separate section forming part of this Annual Report,
and gives detail of overall industry structure, developments performance and state of
affairs of the Company's operations during the year.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Being a Non-Banking Financial Company, we are not involved in any
industrial or manufacturing activities and therefore, the Company's activities
involve very low energy consumption and have no particulars to report regarding
conservation of energy and technology absorption. Flowever, efforts are made to further
reduce energy consumption.
There has been no earnings and outgo in foreign exchange during the
financial year 2023-24.
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and
forms part of this Report as "Annexure-C".
DEPOSITS
The Company has not accepted any deposits from the public as governed
by the provision of section 73 to 76 or any other relevant provision of the Companies Act,
2013 and rules framed their under.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNAL
During the financial year 2023-24, there were no significant or
material orders passed by the Regulators or Courts or Tribunals which affect the going
concern status of the Company and its operations in future.
STATUTORY AUDITORS AND AUDITOR'S REPORT
On the Recommendation of the Audit Committee, Pursuant to the
provisions of Section 139 of the Companies Act, 2013, M/s AG MS & Co., Chartered
Accountants, Uttar Pradesh (Firm Registration No. 021141N) were appointed as the Statutory
Auditor of the Company to hold office for a term of five (5) consecutive years at 36th
Annual General Meeting held on 30th September, 2021 till the conclusion of 41st Annual
General Meeting at a remuneration as may be decided by the Board of Directors and Audit
Committee.
The Report given by the Auditor on the financial statement of the
Company is part of this Annual Report. The Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
LISTING OF SECURITIES
The Company's shares are listed on BSE Limited. Your company has
paid required listing fees to Stock Exchanges. PARTICULARS OF EMPLOYEES
None of the employees of your company is drawing remuneration exceeding
limits laid down under the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Further, the Details required under the provisions of section 197(12)
of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of
remuneration of director to median remuneration of employees, percentage increase in the
median remuneration, are annexed to this Report as Annexure-D.
RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by
the Reserve Bank of India, from time to time.
POLICY FOR DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the independence of the Board and
separate its functions of governance and management. As of March 31,2024, the Board had
six members, consisting of an executive director, a non-executive and non-independent
director and two independent directors. One of the directors of the Board is a woman.
The policy of the Company on directors' appointment and
remuneration, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013, is available on our website, at
https://www.meaacorpltd.com/imaaes/Ddf/Policies/NOM I
NATION%2QAND%20REMUNERATION%2QPQ LICY.pdf
We affirm that the remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration Policy of the Company.
RELATED PARTY TRANSACTIONS
Your Company has historically adopted the practice of undertaking
related party transactions only in the ordinary and normal course of business and at
arm's length as part of its philosophy of adhering to highest ethical standards,
transparency and accountability.
Transactions entered with related parties, as defined under Section
2(76) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the
financial year 2023-24 were mainly in the ordinary course of business and on an arm's
length basis.
Prior approval of the Audit Committee is obtained by the Company before
entering into any related party transaction as per the applicable provisions of Companies
Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies
Act, 2013, approval of the Board of Directors is also obtained for entering into related
party transactions by the Company. A quarterly update is also given to the Audit Committee
and the Board of Directors on the Related Party Transactions undertaken by the Company for
their review and consideration.
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form
AOC-2 is provided as Annexure E to this Annual Report.
The Policy on Materiality of Related Party Transactions and Dealing
with Related Party Transactions, as approved by the Board, is available on the
Company's website and may be accessed at:
https://www.meaacorpltd.com/imaaes/pdf/related party policy meaa
corporation.pdf
Pursuant to Regulation 23(9) of the Listing Regulations, your Company
has filed half yearly report on Related Party Transactions with the Stock Exchanges, for
the year ended 31st March, 2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 and rules made thereunder are given
in the notes to the Financial Statements as on 31st March, 2024.
INDUSTRIAL AND HUMAN RELATIONS
Since the Company is not into any kind of manufacturing activity, there
is no matter to discuss about industrial relations and the Company is maintaining cordial
relations with its staff members.
POLICIES & DISCLOSURES
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have formulated a
"Whistle Blower Policy and Vigil Mechanism" and which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. The Company has adopted the Policy for Directors and employees to report
genuine concerns and to provide for adequate safeguards against victimization of persons
who may use such mechanism. The policy provides for a framework and process whereby
concerns can be raised by its Employees and Directors to the management about unethical
behavior, actual or suspected fraud or violation of the Code of conduct or legal or
regulatory requirements incorrect or misrepresentation of any financial statements.
Further, no person has been denied access to the Audit Committee.
The Whistle Blower policy can be accesses on the Company's Website
at the link: https://www.meaacorpltd.com/imaaes/Ddf/whistle blower policv.pdf
CODE FOR PROHIBITION OF INSIDER TRADING
Your Company has in place a Code for Prohibition of Insider Trading,
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, which lays down the process of trading in securities of the Company by
the employees, designated persons and connected persons and to regulate, monitor and
report trading by such employees and connected persons of the Company either on his/her
own behalf or on behalf of any other person, on the basis of unpublished price sensitive
information.
The Company reviews the policy on need basis. The Code for Prohibition
of Insider Trading is available on the website of the Company at the link:
https://www.
meaacorDltd.com/uDloads/22aDril2Q24/Code%20of%20Conduct%20for%20lnsider%20Tradina. pdf
CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED
PRICE SENSITIVE INFORMATION
Pursuant to Regulation 8(1) of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view
to lay down practices and procedures for fair disclosure of unpublished price sensitive
information through SDD software that could impact price discovery in market for its
securities.
The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information is available on the website of the Company at the link:
https://www.meaacorpltd.com/uploads/22april2024/Code%20of%20Practices%20and%20Procedures%20for%20
Fair%20Disclosure%20of%2QUnpublished%2Q.pdf
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and rules made there
under, every company having net worth of Rupees Five Hundred Crores or more, or turnover
of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during
any financial year shall constitute a Corporate Social Responsibility Committee of the
Board.
However, it is not applicable in case of your Company. Hence there is
no need to form Corporate Social Responsibility Committee and Corporate Social
Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
OTHER DISCLOSURES RELATED TO FINANCIAL YEAR 2023-24
a) Your Company does not have any Employee Stock Option Scheme &
Employee Stock Purchase Scheme for its Employees/Directors.
b) Your Company has not issued shares with differential rights as to
dividend, voting or otherwise.
c) Your company has not made any application nor any proceeding is
pending under insolvency and bankruptcy code 2016.
d) Your company has not obtained One time settlement from the Bank or
Financial Institution. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules,
2014, reasons of difference in the valuation at the time of one-time settlement and
valuation done while taking loan from the Banks or Financial Institutions are not
reported.
e) Neither the Managing Director nor the Whole-time Director(s) of the
Company nor CFO of the company receive any remuneration or commission from any of its
subsidiary companies.
f) There is no material subsidiary* of company, so no policy on
material subsidiary is required to be adopted.
* "Material Subsidiary" shall have the meaning as defined in
Regulation 16(1 )(c) of the LODR Regulations, pursuant to which a material subsidiary
means a subsidiary, whose income or net worth exceeds 10% (ten percent) of the
consolidated income or net worth respectively, of the Company and its subsidiaries in the
immediately preceding accounting year.
g) There is no change in the nature of business of company during the
Financial year 2023-24.
h) The provision of section 148 of the Act relating to maintenance of
cost records and cost audit are not applicable to the Company.
i) The Company has not defaulted in repayment of loans from banks and
financial institutions. There were no delays or defaults in payment of interest/principle
of any of its debt securities.
j) Disclosures pursuant to RBI Master Directions, unless provided in
the Directors' Report, form part of the notes to the standalone financial statements
and Report on Corporate Governance.
GREEN INITIATIVE
Electronic copies of the Annual Report 2023-24 and the Notice of 39th
Annual General Meeting are sent to all members whose email addresses are registered with
the Company/depository participants(s). For members who have not registered their email
addresses, were provided an opportunity to register the same. We strongly promote the
purpose and intention behind Green Initiative, and accordingly the required processes and
efforts have been made to encourage the shareholders to get their email addresses
registered, so that Annual Reports, Notices and all other concerned information can be
received by them.
CAUTIONARY STATEMENT:
Statements in this Management Discussion and Analysis describing the
Company's objectives, projections, estimates and expectations may be
‘forward-looking statements' within the meaning of applicable laws and
regulations. Important developments that could affect the Company's operations
include a downtrend in the financial services industry - global or domestic or both,
significant changes in the political and economic environment in India or key markets
abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and
other factors. Actual results might differ substantially or materially from those
expressed or implied.
This report should be read in conjunction with the financial statements
included herein and the notes thereto.
ACKNOWLEDGEMENTS
Your Directors thank the Company's stakeholders in large including
investors, customers, banks, financial institutions, rating agencies, debenture holders,
debenture trustees and well-wishers for their continued support during the year. Your
Directors place on record their appreciation of the contribution made by the employees of
your Company at all levels. Your Company's consistent growth was made possible by
their hard work, solidarity, cooperation and support.
The Board sincerely expresses its gratitude to Reserve Bank of India,
Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance
and support received from them including officials there at from time to time. Your Board
appreciates the precious support provided by the Auditors, Lawyers and Consultants. The
Company will make every effort to meet the aspirations of its Shareholders.
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