The Board of Directors ("Board") is pleased to present the Company's Thirty-two (32nd) Annual Reporton business and operations, together with the Audited Financial Statements along with the Report of theAuditors for the year ended March 31, 2024.
The financial statements of the Company have been prepared in accordance with the Indian AccountingStandards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with theCompanies (Accounts) Rules, 2014. The financial statements for the financial year ended March 31st,2024 and March 31st, 2023 are Ind AS compliant.
(INR in lakhs)
Particulars
For the Yearended 31.03.2024
For the Yearended 31.03.2023
Total Income
424.38
304.89
Net Profit / Loss from ordinary activitiesafter finance cost but before exceptional
8.05
5.66
Net Profit for the period before tax andafter Exceptional items.
Net Profit after tax and after exceptionalitem
4.02
3.98
Paid-up equity share capital
507.12
Basic and diluted EPS after Extraordinaryitems for the period
0.01
The Cash Flow statement for the year 2023-2024 is attached to the Balance Sheet.
The Board has not recommended any dividend during the financial year 2023-24.
The Company has not accepted any Deposit within the meaning of Section 73 of the Companies Act 2013and rules made there under. As such, no amount of principal or interest was outstanding as of theBalance Sheet date, nor is there any deposit in non-compliance of Chapter V of the Companies Act, 2013.
No loan was given or no investments were made by the company during the year. At the same time thecompany had given no guarantee and offered security which requires disclosure pursuant to section186(4) of the Companies Act, 2013
As on March 31, 2024, the Company has no subsidiary Company therefore their is need not to submitany information and documents pertaining to subsidiary company under the Companies Act, 2013 andListing Regulation.
The detailed review of the operations, state of affairs, performance and outlook of the Company and itsbusiness as stipulated under Regulation 34 of the SEBI Listing Regulations, is presented in a separatesection forming part of Annual Report under the head 'Management Discussion and Analysis'.
The resignation of Mr. Vishal Sen (ACS-52392) from the post of Company Secretary Cum ComplianceOfficer (CS) and Key Managerial Personnel (KMP) of the Company with effect from October 31, 2023.
The appointment of Mrs. Himadri Mathur (ACS-A69890) from the post of Company Secretary CumCompliance Officer (CS) and Key Managerial Personnel (KMP) of the Company with effect from January10, 2024.
In accordance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Articles ofAssociation of the Company, Mrs. Akshita Sundrawat (DIN-08285675), retires by rotation at the ensuingAnnual General Meeting ('AGM') and being eligible, offers himself for re-appointment.
There were no such changes in the composition of the Board of Directors during the year under review.
All the Independent Directors have given their declarations to the Board that they meet the criteria ofindependence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 ofthe SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of theCompanies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are incompliance with the Code of Conduct prescribed under Schedule IV of the Act.
Further, the Independent Directors have confirmed that they have included their names in theIndependent Director's databank maintained by the Indian Institute of Corporate Affairs in terms ofSection 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors)Rules, 2014
The Board is of the opinion that the Independent Directors of the Company are persons of integrity,having relevant expertise, experience
In terms of Section 203 of the Act, the KMPs of the Company during the financial year 2023-24 are asfollows:
S.No
Name of the KMP'S
Designation
01
Mahavir N Sundrawat
Managing Director
02
Mayur Sundrawat
CFO, Director
03
Akshita Sundrawat
Director
04
Dhara Rupeshkumar Shah
Independent Director
05
Sandip Arvindbhai Kothari
06
Himadri Mathur
Company Secretary & ComplianceOfficer
The Company has devised a policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which include criteria for performance evaluation of the non¬executive directors and executive directors. On the basis of the policy for performance evaluation ofIndependent Directors, Board, Committees and other individual Directors, a process of evaluation wasfollowed by the Board for its own performance and that of its committees and individual Directors.
The following policies of the company are attached herewith marked as Annexure-I for selection ofDirectors and determining Director's independence;
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel andSenior Management is as per the Remuneration Policy of your Company.
During the financial year 2023-24, 05 (five) Board meetings were convened. The details of Board andCommittee meetings held during the year under review, are given in the Corporate Governance Report,forming part of this Annual Report. The gap between these meetings was within the prescribed periodunder the Act and the SEBI Listing Regulations.
During the financial year 2023-24, 04 (Four) Audit Committee meetings were convened. Thecomposition of the Audit Committee is given in the Corporate Governance Report, forming part ofthis Annual Report. The Board has accepted all recommendations of the Audit Committee during theyear under review
During the financial year 2023-24, 04 (Four) Nomination and Remuneration Committee meeting wasconvened. The composition of the Nomination and Remuneration Committee is given in theCorporate Governance Report, forming part of this Annual Report.
During the financial year 2023-24, 04 (Four) Stakeholders' Relationship Committee meeting wasconvened. The composition of the Stakeholders' Relationship Committee is given in the CorporateGovernance Report, forming part of this Annual Report.
During the year under review the company has no entered into various related party transactions.
Not Applicable
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Board had appointed M/s. B.L. Harawat and Associates,Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial yearended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 isenclosed to this report as "Annexure-VII". The Secretarial Audit Report is self-explanatory and thus doesnot require any further comments.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark ordisclaimer. The Company is in compliance with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.
The Board, upon the recommendation of the Audit Committee, has appointed M/s Bansilal Shah & Co(Firm Registration No.000384W). Chartered Accountants as the Internal Auditors of the Company for thefinancial year ended 2024-25. M/s Bansilal Shah & Co. Chartered Accountants have confirmed theireligibility and have granted their consent to act as Internal Auditors of the Company for the financial year2024 - 25.
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is notapplicable to the Company.
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governanceprovisions shall not apply in respect of the following class of the Companies:
(a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net worth notexceeding Rs. 25 Crore, as on the last day of the previous financial year;
(b) Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisionsof Corporate Governance shall not apply to the Company and it does not form the part of the AnnualReport for the financial year 2023-2024.
Provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate SocialResponsibility Policy) Rules, 2014 are not applicable to the company.
The Company has established vigil mechanism and adopted whistle blower policy for directors andemployees to report concerns about unethical behavior, actual or suspected fraud or violation of thecompany's code of conduct or ethics policy. The policy on Vigil mechanism and Whistle blower policy ofthe company are attached herewith marked as Annexure III.
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy onprevention, prohibition and redressal of sexual harassment at workplace. This has been widelycommunicated internally. Your Company has constituted 'Internal Complaints Committee' to redresscomplaints relating to sexual harassment at its workplaces. The Company has not received anycomplaints relating to sexual harassment during financial year 2023-24.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Companyfor the financial year ended March 31, 2024 has been uploaded on the website of the Company and canbe accessed at www.mayurfloorings.com
Disclosures with respect of the remuneration of the Directors, KMP's and Employees as required undersection 197(12) of the companies Act, 2013 read with Rule 5(1) of the companies (Appointment andremuneration of Managerial Personnel) Rules, 2014 are given in Annexure-II to this report.
No such employee is employed throughout the financial year who is in receipt of remuneration whichinvolves the reporting requirement as provided under section 5(2) of the companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Companyhas made proper disclosures in the Financial Statements. The applicable Accounting Standards havebeen duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.
The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute ofCompany Secretaries of India and forming part of the Act, on meetings of the Board of Directors andGeneral Meetings.
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledgeand belief and according to the information and explanations obtained/received from the operatingManagement, your Directors make the following statement and confirm that
A. In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicableaccounting standards have been followed along with proper explanations.
B. Appropriate Accounting Policies have been applied consistently. Judgment and estimates, which arereasonable and prudent, have been made so as to give a true and fair view of state of affairs of thecompany as at the end of the financial year and of the profit of the company for the period:
C. Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities.
D. The Annual Accounts for the year ended 31st March, 2024 have been prepared on a going concernbasis.
E. The Internal Financial control as laid down have been followed by the Company and such internalfinancial controls are adequate and were operating effectively.
F. The proper systems devised by the Board of Directors of the Company to ensure Compliance with theprovision of all applicable laws and that such systems were adequate and operating effectively.
During the year under review, neither the statutory auditors nor the secretarial auditors reported to theAudit Committee, of any instances of fraud committed in the Company by its officers or employees, asrequired under Section 143(12) of the Act.
There remains no material change affected after the date of Balance Sheet which needs to be mentionedspecifically.
There has been no change in the nature of business of the Company.
Not applicable.
Directors are thankful to all the shareholders, Advisors, Bankers, Governmental Authorities, media andall concerned for their continued support. The Directors acknowledge the commitment and contributionof all employees to the growth of the Company. Our consistent growth was made possible by their hardwork, solidarity, cooperation and support.
There are no material changes and commitments affecting the financial position of the companybetween the end of financial year and the date of report.
During the year the Company has no subsidiary Company and Joint Ventures and Associates thereforethere is need not to submit any information and documents pertaining to subsidiary company under theCompanies Act, 2013 and Listing Regulation.
During the reporting period, the company has no subsidiary Company
The Company has proper and adequate internal control systems, which ensure that all assets aresafeguarded against loss from unauthorized use and all transactions are authorized, recorded andreported correctly. The Management continuously reviews the internal control systems and procedures
to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, usingexternal and internal resources to monitor the effectiveness of internal controls.
The Company is using modern technology available for the entire construction process. The managementis paying its proper attention to get the maximum yield coupled with quality with requisite quantity ofenergy.
There is no inflow or outflow of foreign exchange during the year. No import or export took place for thecompany business.
Mrs. Akshita Sundrawat (DIN-08285675) Director of the Company, retires at the forth coming AnnualGeneral Meeting and is eligible for re-appointment. The Board recommends his re-appointment. Detailsof the proposal for her appointment are given in the Notice of the Annual General Meeting.
Numbers of Meetings of the Board during the year 2023-24 were 05 (Five) which were held on30.05.2023, 24.06.2023, 12.08.2023, 31.10.2023, 02.02.2024.
Existing auditor of the company namely M/s Bansilal Shah & Company are eligible for appointment asAuditors. The Audit Report as received from above named auditor is attached herewith marked asAnnexure-VIII
General: Your Directors state that no disclosure or reporting is required in respect of the following itemsas there were no transactions on these items during the year under review:
(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
(b) Issue of shares (including sweat equity shares) to employees of the Company under anyscheme.
(c) None of the Whole-time Directors of the Company receive any remuneration or commissionfrom any of its subsidiaries.
No forex transaction took place during the year by the company. Company being a non-manufacturingcompany power details has not been provided.
Relations between the management and employees remain cordial during the year under review. TheDirector's place on records their appreciations of the efficient and loyal services rendered by theemployees at all levels.
The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the StockExchanges is not applicable to your Company for the financial year ending March 31, 2024.
Your Company has taken the initiative of going green and minimizing the impact on the environment.The Company has been circulating the copy of the Annual Report in electronic format to all thoseMembers whose email addresses are available with the Company. Your Company appeals otherMembers also to register themselves for receiving Annual Report in electronic form.
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