Your directors have pleasure in presenting the 7th Annual Report of the Company together with theAudited Statements of Accounts for the year ended March 31, 2024.
The Company's financial performance for the year under review along with previous year'sfigures is given hereunder
rDminHnH nff Jm I nlrlic 1
PARTICULARS
FOR THE YEARENDEDON 31.03.2024
FOR THE YEAR ENDEDON 31.03.2023
Net Income from Business Operations
663.06
768.34
Other Income
19.25
2.32
Total Income
682.31
770.66
Total Expenses except depreciation andtax
632.25
737.90
Profit / (loss) before depreciation & tax
50.06
32.76
Less Depreciation
0.71
0.94
Profit before Tax
49.35
31.82
Prior Period Items
0
Less Tax Expenses:
16.17
11.26
Net Profit after T ax
33.18
20.56
The company is engaged in the business of marketing and selling of men's fashion whichincludes apparels such as jeans, t-shirts, shirts, chinos, formal trousers and formal shirts. Therehas been no change in the business of the company during the financial year ended 31st march,2024.
The highlights of the company's performance are as under:
i. Revenue from operations for the year ended on 31st march 2024 and 31st March, 2023 is Rs.663.06 Lakhs and Rs. 768.34 Lakhs respectively.
Ii. Other incomes for the year ended for the year ended on 31st March 2024 and 31st March, 2023is Rs. 19.25 Lakhs and Rs. 2.32 Lakhs respectively.
Iii. Net profit for the year ended for the year ended on 31st March 2024 and 31st March, 2023 isRs. 33.18 Lakhs and Rs. 20.56 Lakhs respectively.
During the year the company has Profit of Rs.33.18 (In lakhs) all the profit is transferred toreserve of the company, Board of directors have not recommended any dividend for the yearended on 31st March, 2024.
Your Board has declared the interim Dividend, the details of which are as follows:
Date of Board Meeting Rate of Dividend Record date
22/04/2024 Interim Dividend of Rs. 0.10/- 03/05/2024
(10%)per Equity share the face value ofRs. 10/- each on the Equity share
During the year under review, the company has not transferred any amount to InvestorEducation and Protection Fund.
During the year under review, the Company has transferred profit of 33.18 (In lakhs) amount toreserves.
The Company has not accepted or renewed any amount falling within the purview of provisionsof Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance ofDeposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing thedetails of deposits which are not in compliance with Chapter V of the Act is not applicable.
The Directors have devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India and thatsuch systems are adequate and operating effectively.
The Company is registered with Registrar of Companies as Specialty Retail Textile Company andthere is no change in the nature of the business of the Company.
During the year, there is no change in registered office of the company.
The Authorized Share capital of the Company is Rs. 4,45,00,000/- (Rupees Four Crores Forty-Five Lakhs Only) divided into 44,50,000 (Fourty Four Lakhs Fifty Thousand) Equity shares of Rs.10/- (Rupees Ten only) each.
However, Company has increased Authorized capital after the end of financial year 2023-24 toRs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs)
Equity Shares of Rs. 10/- (Rupees Ten Only) each through Ordinar resolution in the Extra¬Ordinary General Meeting held on June 07, 2024.
I
The Issued, Subscribed and Paid Up Capital of the company is Rs. 4,43,35,500/- (Four CroreForty-Three Lakhs Thirty-Five Thousands Five Hundred Only) Equity Shares of Rs. 10/- Only(Rupees Ten Only).
No material changes and commitments affecting the financial position of the Company occurred \
between the ends of the financial year to which this financial statement relate on the date of thisreport. ]
XII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES \
The Company does not have any Subsidiary, Joint venture or Associate Company.
XIII. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference to FinancialStatements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's
internal financial controls relating to its financial statements. During the year, such Controls Ý
were tested and no reportable material weakness was observed.
XIV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. [
All employees (permanent, contractual, temporary and trainees) are covered under this policy.
The Company has also complied with the provisions related to constitution of InternalComplaints Committee (ICC) under the said Act to redress complaints received regarding sexualharassment. The Company received no complaints pertaining to sexual harassment during FY2023-24.
XV. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
i
No orders have been passed by any Regulator or Court or T ribunal which can have impact on the i
going concern status and the Company's operations in future. i
XVI. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no guarantees provided or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review. However certain loans were provided by \
the company during the year under review. [
During the year no contracts or arrangements were made with related parties falling under thepurview of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by the Company withPromoters, Directors, Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of the Company at large.
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 isprovided in the Report as Annexure- A.
As the Company is not engaged in any production activity, no steps towards conservationenergy or technology absorption ate taken by the Company and hence no particulars asrequired under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation ofEnergy, Technology Absorption are furnished by the Board
Foreign Exchange Earning: NILForeign Exchange Outgo: NIL
Name of Directors
Designation
Category
No. ofBoardMeetingHeld
(excluding
ID
Meeting)
No. ofBoardentitledto attend
No. ofBoardMeetingattended
Rajendra SinghRajpurohit
Director
Managing
7
Mahendra SignhRajpurohit
Whole TimeDirector
Amit RameshbhaiUttamchandani1
Non¬
Executive
Independent
3
Parimal SuryakantPatwa2
Divya SavjibhaiThakor
2
Harsh Singrodia5
1
Pankaj Baid6
Zafar UmarQuereshi3/7
-
Susan YaminShaikh4/8
1. Mr. Amit Rameshbhai Uttamchandani has been appointed as additional director of thecompany under category of Non- Executive Independent director w.e.f. 17/08/2023 andMmebers of the Company have regularized his appointment as an Independent Director in theAnnual General Meeting held on 29/09/2023.
2. Mr. Parimal Suryakant Patwa has been appointed as additional director of the company undercategory of Non- Executive Independent director w.e.f. 17/08/2023 and Mmebers of theCompany have regularized his appointment as an Independent Director in the Annual GeneralMeeting held on 29/09/2023.
3. Mr. Zafar Umar Quereshi has been appointed as additional director of the company undercategory of Non- Executive Independent director w.e.f. 24/05/2024.
4. Mrs. Susan Yamin Shaikh has been appointed as additional director of the company undercategory of Non- Executive Independent director w.e.f. 23/05/2024.
5. Mr. Harsh Singrodia has resigned from office of Independent Director of the company witheffect from 08/05/2023.
6. Mr. Pankaj Baid has resigned from the office of Independent Director of the company witheffect from 10/05/2023.
7. Mr. Zafar Umar Quereshi has resigned from the office of Independent Director of the companywith effect from 04/09/2024.
8. Mrs. Susan Yamin Shaikh has resigned from the office of Independent Director of the companywith effect from 04/09/2024.
In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Associationof the Company, Mahendra Singh Rajpurohit (DIN: 07684132) being liable to retire by rotation, shallretire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.The Board recommends his reappointment.
a) Mr. Nikundra Harjibhai Desai has resigned from the office of Chief Financial Officer w.e.f.28/04/2023.
b) Mr. Rajendra Singh Rajpurohit, Managing Director of the Company has also designated asChief Financial Officer w.e.f. 08/05/2023.
c) Mr. Shashank Poddar has resigned from the position of Company Secretary & ComplianceOfficer of the Company w.e.f. 07/06/2023
d) Mrs. Nehal Hareshbhai Kothari was appointed as Company Secretary and ComplianceOfficer w.e.f. 17 /08/2023
e) Mr. Mahendra Signh Rajpurohit is a Whole Time Director of the Company
Pursuant to provisions of the Companies Act and the Listing Regulations, Nomination andRemuneration Committee annually evaluates the performance of individual Directors,Committees, and of the Board as a whole in accordance with the formal system adopted by it.Further, the Board also regularly in their meetings held for various purposes evaluates theperformance of all the Directors, committees and the Board as a whole. The Board considersthe recommendation made by Nomination and Remuneration Committee in regard to theevaluation of board members and also tries to discharge its duties more effectively. EachBoard member's contribution, their participation was evaluated and the domain knowledgethey bring. They also evaluated the manner in which the information flows between theBoard and the Management and the manner in which the board papers and other documentsare prepared and furnished.
Mr. Amit Rameshbhai Uttamchandani (DIN: 10278185) , Mr. Parimal Suryakant Patwa (DIN:00093852) are the existing Independent Directors the Company have given declarationsconfirming that they meet the criteria of independence as prescribed under the provisions ofthe Companies Act, 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The Board is of the opinion that all IndependentDirectors of the Company possess requisite qualifications, experience, expertise and they holdhighest standards of integrity.
During the year under review, the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company, other than sitting fees and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board /Committee ofthe Company.
Regular meetings of the Board are held to discuss and decide on various business policies,strategies, financial matters and other businesses.
During the year under review, the Board duly met Seven (7) times on 08/05/2023,30/05/2023, 12/07/2023, 17/08/2023, 05/09/2023, 13/11/2023 and 12/02/2024 inrespect of said meetings proper notices were given and proceedings were properly recordedand signed in the Minute Book maintained for the purpose.
In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Boardhereby submits its responsibility Statement: —
i. In the preparation of the annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit or loss of theCompany for the year under review.
iii. The directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system was adequate and operating effectively.
Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board herebydiscloses the composition of the Audit Committee and other relevant matters as under:
Name of Director
Category ofDirectorship
Number of
meetings
held
attended
Mr. Amit RUttamchandani
Chairman
4
Mr. Parimal S Patwa
director
Member
Mr. Rajendra SinghRajpurohit
Non-Executive
During the year there is no change in the members and Chairman of the committee.
The broad terms of reference of the Audit Committee are as under:
• Reviewing of the Company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible
• Recommending the appointment, remuneration and terms of appointment of external Auditor.
• Review and monitor the auditor's independence and performance and effectiveness of auditprocess.
• Approval or any subsequent modification of transactions of the company with related parties.
• Scrutiny of inter-corporate loans and investments
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Monitoring the end use of funds raised through public offers and related matters.
• Reviewing with management the Annual financial statements and half yearly and quarterlyfinancial results before submission to the Board.
• Reviewing periodically the adequacy of the internal control system.
• Discussions with Internal Auditor on any significant findings and follow up there on.
The Audit Committee acts in accordance with the terms of reference specified by the Board ofDirectors of the Company. Further during the period under review, the Board of Directors ofthe Company had accepted all the recommendations of the Committee.
Four meetings of the Audit Committee were held during the year viz. on 30/05/2023,17/08/2023,13/11/2023 and 12/02/2024.
Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual GeneralMeeting held on September 29, 2023.
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act, 2013. The composition of the Committee is inconformity with the provisions of the said section.
The details of composition of Nomination and Remuneration Committee are as follows:
Name Of Director
Number
of
Independent Director
Independent director
Ms. Divya Thakor
The Board has in accordance with the provisions of sub-section (3) of Section 178 of theCompanies Act, 2013, formulated the policy setting out the criteria for determiningqualifications, positive attributes, independence of a Director and policy relating toremuneration for Directors, Key Managerial Personnel and other employees. The said policy isavailable on the website of the company www.mafiatrends.com
The broad terms of reference of the Nomination and Remuneration Committee are as under:
• Formulation of the criteria for determining the qualifications, positive attributes andindependence of Director;
• Devising a policy on Board diversity;
• Formulation of Remuneration policy;
• Review the structure, size and composition of the Board;
• Identifying and selection of candidates for appointment as Directors;
• Identifying potential individuals for appointment as Key Managerial Personnel and SeniorManagement;
• Formulation of criteria for evaluation of Independent Directors and the Board.
During the financial year ended on 31stMarch 2024, the Nomination and RemunerationCommittee met Two times on 08/05/2023 and 17/08/2023.
The Stakeholders Relationship Committee is constituted in compliance with the requirementsof Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, whoacts as the Secretary to the Committee and the Members of the Committee are:
During the financial year ended on 31stMarch 2024, the Stakeholders Relationship Committeemet one-time on 07/03/2024.
• Oversee and review all matters connected with the transfer of the Company's securities.
• Monitor Redressal of investors' / shareholders' / security holders' grievances.
• Oversee the performance of the Company's Registrar and T ransfer Agents
• Recommend methods to upgrade the standard of services to investors.
• Carry out any other function as is referred by the board from time to time or enforced by anystatutory notification/ amendment or medication as may be applicable
No. of Complaints pending as on April 01, 2023
Nil
No. of Complaints identified and reported during Financial Year2023-24
No. of Complaints disposed during the year ended March 31, 2024
No. of pending Complaints as on March 31,2024
There were no pending requests for share transfer/dematerialization of shares as of 31stMarch, 2023-24.
Mrs. Nehal Hareshbhai Kothari, is appointed as compliance officer in the Company.
Mr. Amit Uttamchandani, Chairman of the Committee was present in the Annual General Meetingheld on September 29, 2023.
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of theCompany has established vigil mechanism/Whistle Blower Policy for Directors and employees ofthe Company to report genuine concerns regarding unethical behaviour, actual or suspectedfraud or violation of the Company's code of conduct and ethics Policy. The said mechanism alsoprovides for direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blowerpolicy in order to ensure adequate safeguards to employees and Directors against victimization.
The said policy is also available on the website of the Company at www.mafiatrends.com
Presently, M/s. Piyush Kothari & Associates., Chartered Accountants, (FRN: 140711W) isappointed as Statutory Auditor of the Company to hold office from the conclusion of the 4thAnnual General Meeting of the company till the conclusion of 9th AGM of the company i.e., for aterm of five years.
There are no qualifications, reservations or adverse remarks made by M/s. Piyush Kothari &Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report. Theobservations made by the Statutory Auditors in their report for the financial period ended 31stMarch 2024 read with the explanatory notes therein are self-explanatory and therefore, do notcall for any further explanation or comments from the Board under Section 134(3) of theCompanies Act, 2013.
Further, M/s. Piyush Kothari & Associates, Chartered Accountants, having registration numberFRN No. 140711W has tendered their resignation from the position of Statutory Auditors of theCompany from the financial year 2024-25 stating the reason that the pre-occupancy with otherwork along with shortage of time and lack of manpower, they may not be in a position to devotetheir adequate time with respect to the affairs of the Company. Therefore, they express theirinability to continue as Statutory Auditors of the Company for the remaining term.
Further, M/s. Asit N. Shah & Co, Chartered Accountants, Ahmedabad (FRN.: 100624W), has beenappointed as Statutory Auditors of the Company to fill the casual vacancy caused due toresignation of previous Auditor viz. M/s. Piyush Kothari & Associates, Chartered Accountants.
Your board has proposed the appointment of M/s. Asit N. Shah & Co., Chartered Accountants(FRN No. : 100624W) as statutory auditor of the Company from F.Y.2024-2025 to F.Y.2028-29.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditorhave not reported any instances of fraud committed against your Company by its officers oremployees to the Audit Committee or the Board, under Section 143(12) of the Act.
The Board of Directors has on the recommendation of Audit Committee, and pursuant to theprovision of Section 138 of the Companies Act 2013, has appointed M/s. Umiya Consultancy,Accountant, as an Internal Auditor of the Company.
As the cost audit is not applicable to the Company, therefore the Company has not appointed theCost Auditor pursuant to Section 148of the Companies Act, 2013 read with the Companies (CostRecords and Audit) Amendment Rules, 2014.
Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of theCompanies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing CompanySecretary. Secretarial Audit Report issued by M/s. Aanal Mehta & Associates Practicing CompanySecretary in Form-MR-3, attached and marked as Annexure "B”, for the period under reviewforms part of this report.
The said report contains certain observation or qualifications which are as under
Qualification
Explanation
During the year under review, itwas observed that there have beendelays in recording entries in theStructured Digital Database (SDD)software by the Company.
The management clarified due totechnicalities of the Software could notmade UPSI entries within due time.However, the management haspurchased the SDD Software in themonth of April 2023 and adhered to thecompliance with SEBI (Prohibitions ofInsider Trading), Regulations, 2015
Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) ofRegulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange. Hence, your Company is listed on SMEplatform of BSE Limited, the Corporate Governance Report is not applicable and therefore notprovided by the Board.
The Management's Discussion and Analysis Report for the year under review, as stipulatedunder Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-C" to this report.
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” byallowing paperless compliances by the Companies and has issued Circulars stating that service ofnotice/documents including Annual Report can be sent by e-mail to its members.
As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative'undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronicdelivery of documents including the Annual Report, amongst others, to shareholders at their e¬mail address previously registered with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do the same.Those holding shares in demat form can register their e-mail address with their concerned DPs.Shareholders who hold shares in physical form are requested to register their e-mail addresseswith the RTA.
The Company does not have any Risk Management Policy as the elements of risk threatening theCompany's existence are very minimal.
The provisions under Section 135 of the Companies Act, 2013 are not applicable to the Companyhence, your Company has not developed and implemented any Corporate Social Responsibilityinitiatives.
XXX. CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading bydesignated persons and their immediate relatives (“Code”) as per the requirements under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. TheCode, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in the Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”).The Code covers Company's obligation to maintain a structured digital database (“SDD”),mechanism for prevention of insider trading and handling of UPSI, and the process to familiarizewith the sensitivity of UPSI. To increase awareness on the prevention of insider trading in theorganisation and to help the Designated Persons to identify and fulfill their obligations, regulartrainings have been imparted to all designated persons by the Company
The Annual Return pursuant to the provisions of Section 92(3) and with Section 134(3)(a) of theCompanies Act. 2013, the Annual Return as on 31st March, 2024 is available on the Company'sWebsite at www.mafiatrends.com.
XXXII. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENTDIRECTORS APPOINTED DURING THE YEAR:
The board hereby states that the independent directors appointed during the year possessrequisite expertise and experience (including the proficiency) in terms of section 150 of the Act.The Independent Directors appointed during the year have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in termsof Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification ofDirectors) Rules, 2014.
During the financial year ended on 31stMarch, 2024, there is no application made or anyproceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against theCompany
Not applicable during the year under review.
The Directors state that no disclosure or reporting is required in respect of the following itemsas there were no transactions pertaining to these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with diff) erential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive anyremuneration or commission from any of its subsidiaries.
5. Voting rights which are not directly exercised by the employees in respect of shares for thesubscription/ purchase of which loan was given by the Company (as there is no scheme pursuantto which such persons can beneficially hold shares as envisaged under section 67(3)(c) of theCompanies Act, 2013).
Your directors place on records their sincere thanks to bankers, business associates, consultants,and various Government Authorities for their continued support extended to your Companiesactivities during the year under review. Your directors also acknowledge gratefully theshareholders for their support and confidence reposed on your Company.