Your Directors have great pleasure in presenting to you the 30th Annual Report on the affairs of the Company together with theAudited Accounts for the Financial year ended 31st March, 2025.
Our Company was incorporated with the Registrar of Companies, Gwalior, Madhya Pradesh, India on January 02nd, 1995 withthe Corporate Identity No. U25206MP1995PLC008901.
The Company was listed on the SME platform of Bombay Stock Exchange on 21st February, 2025.
The Financial results of the Company for Financial year have been summarized herein below for the reference of the members:
(Amount in Lakhs)
Particulars
Standalone
Year ended31st March, 2025
Year ended31st March, 2024
Net Revenue From Operations
1896.58
1852.50
Other Income
19.25
30.30
Total Income
1915.83
1882.80
Total Expenses Excluding Depreciation, Interest, Tax & Amortization
1759.03
1714.85
Profit/(Loss) Before Depreciation, Interest, Tax & Amortization
156.80
167.95
Less: Interest & Financial Charges
64.42
87.64
Depreciation & Amortization
12.35
5.32
Profit /(Loss) Before Tax and Exceptional Items
80.03
74.99
Exceptional Item
Profit/(Loss) Before Tax
Less: Provision For Tax
4.37
4.29
- Current Tax
21.65
13.32
- Deferred Tax Liabilities/ (Assets)
-6.42
-1.08
Net Profit/(Loss) After Tax
60.43
58.46
The Company has recorded a total turnover of Rs. 1915.83 Lakh as compared to Rs. 1882.80 Lakhs in the previous year.The Company was also able to record a net profit of Rs.60.43 Lakhs for the Financial year closed.
Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and henceare in the continuous process of developing new products and tailor made services for its customers.
During the Year the company has altered its Memorandum and Articles of Association by adopting new set of the samein accordance with the provisions of the Companies Act, 2013 in the meeting of the members in the Extra OrdinaryGeneral Meeting held on 04th April, 2024.
We are pleased to inform you that during the year under review, the Company has made an Initial Public Offer (IPO) of10,40,000 Equity Shares of Face Value of Rs.10/- each at a price of Rs.71/- per Equity Share (including a share premiumof Rs.61/- per Equity Share). With your valuable support and confidence in the Company and its Management, the IPOwas subscribed and the entire capital of Rs. 3,84,00,000/- was successfully listed on the SME Platform of BSE Limitedon 21st February, 2025. We have paid the Annual Listing Fees for the Year 2024-25 to BSE Limited, ensuring ourcontinued listing and trading.
Other than above there are no significant events during the financial year
During the year, there has not been any change in the nature of the Business.
In order to retain the profit of the Company and in light of the financial performance for FY 2024-25, the company hasdecided not to declare a dividend this year. This decision reflects company’s commitment to strengthening its financialposition and addressing the challenges faced. The focus remains on improving profitability and ensuring long-termvalue for shareholders.
During the year, the Board of your Company has transferred amount of Rs. 8004256/- to General Reserve.
During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company hasnot accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and theRules made there under.
1. Authorized Share Capital
During the year, there was change in the Authorised Share Capital of the Company. The Authorised Share Capital of theCompany increase from Rs. 65,00,000/- (Rupees Sixty Five Lakhs only) divided into 6,50,000 (Six Lakhs FiftyThousand) equity shares of Rs.10/- each to Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (FiftyLakhs) equity shares of Rs. 10/- (Rupees Ten only) each at the Extra Ordinary General Meeting of the company held on04th April, 2024.
During the year, there was change in the paid up Share Capital of the Company
Right Issue: The company has made allotment of 300000 (Three Lakhs) Equity shares of Rs. 10 each amounting to Rs.30,00,000/- (Rupees Thirty Lakhs only) on Right Issue basis to the existing shareholder of the company and the approvalof which was obtained in the meeting of the board of directors held on 08th July, 2024.
Bonus Issue: The Company has made allotment of 3:1 of 18,75,000 (Eighteen Lakh Seventy Five Thousand) EquityShares of Rs. 10/- each amounting to Rs. 1,87,50,000/- (Rupees One Crore Eighty Seven Lakhs Fifty Thousand only)through Bonus Issue in the Board Meeting held on 29th May, 2024. Further the consent of the members was received inthe Extra Ordinary General Meeting of the company held on 23rd May, 2024 for issue of bonus shares to the eligiblemembers of the company holding equity shares of Rs. 10/- each.
Initial Public Offer: Further the Company has made allotment of 10,40,000 Equity Shares of Face Value of Rs.10/-each at a price of Rs.71/- per Equity Share (including a share premium of Rs.61/- per Equity Share) through an InitialPublic Offer (IPO) in the Board Meeting held on 18th February, 2025. The approval of which was obtained in the meetingof the Board of Directors held on 12th July, 2024 and approval of shareholders was received in the Extra OrdinaryGeneral Meeting held on 06th August, 2024.
Total Paid-up Capital of Rs. 3,84,00,000/- (Three Crore Eighty Four Lakhs only) listed on the SME Platform ofBSE Limited on 21st February, 2025.
The Company raised funds of Rs. 7,38,40,000/-through Initial Public Offering (IPO). Out of which the amount of Rs.2,35,97,952/- has been utilized up to 31.03.2025 in the manner as proposed in the Offer Document, the details of whichare hereunder:
Original Object
ModifiedObject, ifany
Original
Allocation
Modifiedallocation,if any
Funds Utilised
Amount of Deviation/Variation for thequarter according toapplicable object
Remarks if any
• Funding WorkingCapital Requirementof the Company
• General CorporatePurposes
• Issue RelatedExpenses
Not
Applicable
7,38,40,000/-
2,35,97,952
No Deviationor Variation
Further, there is no deviation/variation in the utilization of the proceeds raised through IPO.
The Company has not issued any Equity Shares with differential rights during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
During the year there is no employee stock option scheme approved.
During the Year under review, the Company was not required to transfer the equity shares/unclaimed dividend toInvestor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 ofthe Act.
There were no outstanding shares lying in the demat suspense account/ unclaimed suspense account and therefore,disclosure relating to the same is not applicable.
The Company does not have any Subsidiary, Associate, Joint Venture or Holding Company during the year under review.
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulatedunder Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to thisReport as Annexure- A.
The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V to the ListingRegulations, forms part of this Report as Annexure-B.
A statement containing the names and other particulars of employees in accordance with the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is appended as Annexure-C to this Report.
No employee has received remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2024-25.
Details of Directors and Key Managerial Personnel (KMPs) as on 31st March, 2025 are as follows:
S.No.
DIN/PAN
NAME
DESIGNATION
01
00223360
Mr. Kamlesh Mehta
Managing Director
02.
09553312
Mrs. Rina Mehta
Whole Time Director
03.
09577144
Mr. Chetan Moonat
Non-Executive Director
04.
08149472
Mr. Deepak Mehta
Non-Executive-Independent Director
05.
07989428
Mr. Nitesh Kumar Barbeta
06
DYFPM6040C
Ms. Aashi Mehta
Chief Financial Officer (CFO)- KMP
07
CAZPR2337A
Mr. Akash Rajput*
Company Secretary & Compliance Officer (CS)- KMP
* Mr. Akash Rajput was appointed as Company Secretary & Compliance Officer of the Company with effect from20th June, 2025
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including theproficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
During the Year under review, following were the changes took place the Board composition and KMPs:
Mr. Kamlesh Mehta was appointed as an Executive Director with effect from. 30th September, 2023, later his designation waschanged to Managing Director Appointed for 5 years with effect from 23rd May, 2024.
Mrs. Rina Mehta was appointed as a Non-Executive Director on 30th September, 2022, and later her designation was changedto Whole Time Director appointed for 5 years with effect from 23rd May, 2024.
Mr. Deepak Mehta was appointed as an Additional Director of the company with effect from 23rd March, 2024 after that he wasregularized as an Independent Director of the company, not liable to retire by rotation, for the period of 5 (Five) years witheffect from 04th April, 2024 till 21st February, 2029.
Mr. Nitesh Kumar Barbeta was appointed as an Additional Director of the company with effect from 29th April, 2024 after thathe was regularized as an Independent Director of the company, not liable to retire by rotation, for the period of 5 (Five) yearswith effect from 23rd May, 2024 till 22nd May, 2029.
Mr. Baboo Lal Mehta was appointed as Executive Director of the Company with effect from 29th April, 2024 and he resignedfrom the post of Executive Director of the Company with effect from 04th June, 2024.
Ms. Pooja Wadhwani was appointed as Company Secretary and Compliance Officer of the Company with effect from23rd March, 2024 and she resigned from the post of Company Secretary & Compliance Officer of the Company with effectfrom. 01st April, 2025.
Mr. Akash Rajput was appointed
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment andQualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Chetan Moonat (DIN:09577144), Non-Executive director, retires by rotation at the ensuing AGM and being eligible, offers himself for re¬appointment.
Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. Thebrief profile of Mr. Chetan Moonat (DIN: 09577144), Non-Executive director and other related information has been detailedin the Annual Report.
The Board recommends the re-appointment of Mr. Chetan Moonat (DIN: 09577144), in the ensuing AGM.
All Independent Directors of the Company have furnished a declaration pursuant to Section 149(7) of the Companies Act,2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been nochange in the circumstances which may affect their status as Independent Director during the year. Independent Directors havealso submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs(IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.
Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all IndependentDirectors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 andthe Rules made there under and as per Regulation 25 of SEBI (LODR) Regulations, 2015.
Independent Directors are not liable to retire by rotation, in terms of Section 149(13) ofthe Act..
During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013.The Board appraised the same and found that none ofthe director is disqualified for holding office as director.
During the Year under review, 15 (Fifteenth) Board Meetings were held. The intervening gap between 2 Meetings was notmore than 120 days. The details of Meetings and attendance of each Director at those Meetings during the year are as under:
Sr. No.
Date on which Meetings ofBoard of Directors were held
Total Strength of the Board
No. of Directors Present
01.
04.04.2024
4
29.04.2024
23.05.2024
6
29.05.2024
04.06.2024
06.
10.06.2024
5
07.
23.06.2024
08.
29.06.2024
09.
04.07.2024
10.
08.07.2024
11.
12.07.2024
12.
24.10.2024
13.
01.01.2025
14.
30.01.2025
15.
18.02.2025
Attendance of Directors at the Board Meetings: -
Name of Director
No. of Meetings Held
No. of Meetings Attended
15
13
Mr. Baboo Lal Mehta
03
The Board has three committees which have been constituted in compliance with the requirements of the relevant provisionsof applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2024-2025:
The following Statutory Committees have been constituted by the Board of Directors of the Company:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or anysubsequent modification(s) or amendment(s) thereof in its Meeting held on 04th June, 2024, constituted Audit Committee.
Name of the Directors
Designation
Nature of Directorship
Chairman
Independent Director
Member
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
The Role of Audit Committee not limited to but includes: -
i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the auditor,their remuneration and fixation of terms of appointment of the Auditors of the Company;
ii. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
iii. Examination of financial statement and auditors’ report thereon including interim financial result before submission to theBoard of Directors for approval;
a. Changes, if any, in accounting policies and practices and reasons for the same;
b. Major accounting entries involving estimates based on the exercise of judgment by management;
c. Significant adjustments made in the financial statements arising out of audit findings;
d. Compliance with listing and other legal requirements relating to financial statements;
e. Disclosure of any related party transactions.
f. Qualifications in the draft audit report.
iv. Approval or any subsequent modification of transactions of the Company with related party; Provided that the AuditCommittee may make omnibus approval for related party transactions proposed to be entered into by the company subjectto such conditions as may be prescribed under the Companies Act, 2013 or any subsequent modification(s) oramendment(s) thereof;
Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act 2013 orany subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, itshall make its recommendations to the Board;
Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by adirector or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the AuditCommittee within three months from the date of the transaction, such transaction shall be voidable at the option of theAudit Committee;
v. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in theoffer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
vi. Scrutiny of Inter-corporate loans and investments;
vii. Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
viii. To review the functioning of the Whistle Blower mechanism, in case the same is existing;
ix. Valuation of undertakings or assets of the company, where ever it is necessary;
x. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performanceof internal auditors, and adequacy of the internal control systems; and
xi. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in caseof non-payment of declared dividends) and creditors;
xii. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance functionor discharging that function) after assessing the qualifications, experience & background, etc. of the candidate; and
xiii. Carrying out any other function as assigned by the Board of Directors from time to time.
i. Management discussion and analysis of financial condition and results of operations;
ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
iii. Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv. Internal audit reports relating to internal control weaknesses; and
v. The appointment, removal and terms of remuneration of the Internal Auditor.
i. To investigate any activity within its terms ofreference;
ii. To seek information from any employees;
iii. To obtain outside legal or other professional advice; and
iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.
The audit committee shall meet as and when required to discuss and approve the items included in its role. The quorum of the
meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject
to minimum two Independent Director shall present at the Meeting.
Date on whichMeetings were held
Total Strength ofthe Committee
No. of MembersPresent
Meetings Attended by
3
06.08.2024
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or anysubsequent modification(s) or amendment(s) thereof in its Meeting held on 04th June, 2024, constituted StakeholdersRelationship Committee.
i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares;
ii. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt ofdeclared dividends etc.;
iii. Issue duplicate/split/consolidated share certificates;
iv. Dematerialization/Rematerialization of Share;
v. Review of cases for refusal of transfer / transmission of shares and debentures;
vi. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timelyattendance and redressal of investor queries and grievances; Provided that inability to resolve or consider any grievanceby the Stakeholders Relationship Committee in good faith shall not constitute a contravention of Section 178 ofCompanies Act, 2013 or any subsequent modification(s) or amendment(s) thereof.
vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to bysuch committee from time to time.
The Stakeholders Relationship Committee shall meet as and when require to discuss and approve the items included in its role.
The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is
higher.
Date on which Meetingswere held
No. of Members Present
18.02.2024
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or anysubsequent modification(s) or amendment(s) thereof in its Meeting held on 04th June, 2024, constituted Nomination andRemuneration Committee.
i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director andrecommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and otheremployees;
ii. Formulation of criteria for evaluation of Independent Directors and the Board;
iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;and
iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordancewith the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry outevaluation of every director‘s performance.
Quorum and Meetings
The Committee is required to meet at least once a year. The quorum necessary for a meeting of the Nomination and
Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members,
whichever is higher.
Meetings and Attendance of the Nomination and Remuneration Committee: -
The Independent Directors of your Company, in a separate meeting held on 18th February, 2025, inter alia, discussed thefollowing:
0 Reviewed the performance ofNon-Independent Directors of the Company and the Board as a whole;
0 Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors andNon- Executive Directors; and
0 Assessed the quality, quantity and timelines of flow ofinformation between the Company, management and the Board thatis necessary for the Board to effectively and reasonable perform their duties.
All Independent Directors of the Company were present at the Meeting.
During the year under review, the following General Meetings were held, the details of which are given as under:
Sr.No.
Type of General Meeting
Date of General Meeting
Extraordinary General Meeting
Annual General Meeting
In terms ofthe provisions of Section 134(3)(p) ofthe Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014,the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of theCompany; and the Board of Directors has carried out the annual evaluation of the performance of the Board and itsCommittees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non¬Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation ofBoard, Committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination andRemuneration Committee and Independent Directors Separate Meeting.
The performance of the Board is evaluated based on composition of the Board, its Committees, performance of duties andobligations, governance issues etc. The performance of the Committees is evaluated based on adequacy of terms ofreference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. Theperformance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct,participation in board meetings, implementing corporate governance practices etc.
The Independent Directors are evaluated based on their participation and contribution, commitment, effectivedeployment of knowledge and expertise, effective management of relationship with stakeholders, integrity andmaintenance of confidentiality and independence of behaviour andjudgement.
At the Annual General Meeting (“AGM”) of the Company held on 06th August, 2024, M/S DCJ AND ASSOCIATES,Chartered Accountants, having FRN: 015039C, was appointed as the Statutory Auditors of the Company for a term of5 years, to hold office from 06th August, 2024 till the conclusion of AGM of year 2029.
The Notes to the Financial Statements referred in the Auditors’ Report are self-explanatory and therefore do not call
for any comments under Section 134 of the Act. The Report given by the Statutory Auditors on the FinancialStatements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverseremark or disclaimer given by the Statutory Auditors in their Report.
During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of theCompany, its officers or employees under Section 143(12) ofthe Act.
M/s. NPG & Co., Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company forthe Financial Year 2024-25, as required under Section 204 of the Act and Rules made thereunder. The SecretarialAudit Report in Form MR-3 for the Year ended 31st March, 2025 forms part ofthis Report as Annexure-D.
There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report.
The provisions of Section 148 of the Act and rules thereof are not applicable to the Company. Hence, the appointmentof the Cost Auditor is not required.
The Promoters and Promoter group have dematerialized 100% of their shareholding as on the date of this report.
The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are disclosed in thenotes attached to and forming part of the Financial Statements of the Company, prepared for the Financial Year ended31st March, 2025.
There have been no material changes and commitments, affecting the financial position of the Company between the endof the Financial Year of the Company to which the Financial Statements relate and the date of the Report.
The Company has in place proper system of internal financial control which is commensurate with size and nature ofbusiness. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company’sfinancial reporting process, disclosure of financial information, and reviewing the performance of statutory and internalauditors with management.
Pursuant to provisions of Section 134(3)(a) and Section 92(3) ofthe Companies Act, 2013 read with Rule 12(1) ofthe Companies(Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for FinancialYear2024-25 is available on the Company’s website at web link https://lkmehtapolymersltd.com/annual-reports/.
During the financial year 2024-2025, all contracts/ arrangements/ transactions entered into by the Company with itsrelated parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals wereobtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinarycourse of business and on an arm’s length basis. No transaction with any related party was in conflict with the interest ofthe Company.
All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in theordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’)and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
In compliance with the Act and the Listing Regulations, the Company has formulated a Policy on Related PartyTransactions (RPTs) and manner of dealing with RPTs. The updated Policy can be accessed on the Company’shttps://lkmehtapolvmersltd.com/policv-conduct/.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibitionand Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
Pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013, the Directors has constituted Internal Complaints Committee in the Company for the purpose of redressal of thecomplaints of the women employees and for rendering all assistance to the woman employee making the complaint.
The details of complaints during the financial year are as follows:
Number of complaints of Sexual harassments received during the year : Nil
Number of complaints disposed of during the year : Nil
Number of cases pending for more than 90 days : Nil
Number of awareness programmes conducted : Nil
During the year under review, the Company has not received any grievance/complaint from any women employee.
The Company has established a well-defined process of risk management, wherein the identification, analysis andassessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy andimplementation of the same takes place in a structured manner. Though the various risks associated with the businesscannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of theCompany. Necessary internal control systems are also put in place by the Company on various activities across the boardto ensure that business operations are directed towards attaining the stated organizational objectives with optimumutilization of the resources. The company has developed and implemented risk management policy. Company has aneffective risk management system to keep track of business and operational hazards. All major functions and divisions areresponsible for independently monitoring risks in their respective areas of operations. The risk management process isoverseen by the Company's board of directors.
The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks whichin the opinion of the Board threaten the existence of the Company.
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board ofDirectors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of theAct and the applicable provisions of the Listing Regulations. Employees can raise any suspected or actual violations to theCode of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization,any other unfair practice being adopted against them or any instances of fraud by or against your Company. The Companyhas also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests ofemployees and the Company. The Board has approved the Policy for Vigil Mechanism which is available on the website ofthe Company at https://1kmehtapolvmersltd.com/policv-conduct/
During the year under review, there was no incidence/case reported under the above provisions.
The Company adheres to the best Corporate Governance practices and always works in the best interest of itsstakeholders. The Company has incorporated the appropriate standards for corporate governance.
Further, the Company is listed on SME Platform of BSE Limited and as such pursuant to Regulation 15(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 (Corporate GovernanceProvisions) of the Listing Regulations are not applicable to the Company.
Your Company also undertakes that whenever these regulations become applicable to our Company at a later date, theCompany will comply with the requirements of the above regulations within the timelines prescribed under theseregulations.
There was no material order passed by Regulators/ Courts/ Tribunals during the year under review impacting the goingconcern status and company’s operations in future.
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fallunder the criteria/ limits mentioned in the said Section of the Act.
During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute ofCompany Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 ofthe Act.
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the
Company has adopted the Code of Conduct for Prevention of Insider Trading to regulate the dealing in securities by thedirectors and employees of the Company. The Code requires pre-clearance from the authorised person of the Company fordealing in the Company’s shares and prohibits the purchase or sale of the Company’s shares by the directors andemployees while in possession of unpublished price sensitive information in relation to the Company or its securities.
The Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the said Code byall the directors and employees likely to have access to unpublished price sensitive information.
As on March 31, 2025, the Company does not have any subsidiary or joint venture or associate Company also ourcompany is not a subsidiary to any other company, therefore your company is not required to any compliances as such.
There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 whichmaterially impact the business of the Company.
There are no such events occurred during the period from April 01,2024 to March 31,2025, thus no valuation is carried outfor the one-time settlement with the Banks or Financial Institutions.
The company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that alleligible female employees are extended the benefits mandated under the act, including paid maternity leave, nursingbreaks, and protection from dismissal during the maternity leave.
The company remains committed to provide a safe, supportive and inclusive work environment and continues toimplement policies that support the health and well being of women employees, especially during maternity and postmaternity periods.
Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ ResponsibilityStatement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the Financial year ended 31st March, 2025, the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2025 and of the Profit and Loss of the Company for that period;
(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing anddetecting 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 that such InternalFinancial Controls are adequate and were operating effectively;
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at alllevels through their dedication, hard work and commitment, enabling the Company to achieve good performance duringthe year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks,government, business associates and the shareholders for their continued confidence reposed in the Company and lookforward to having the same support in all future endeavors.
1103/2, Mhow-Neemuch Road, RatlamMadhya Pradesh, India,457001
Kamlesh Mehta Rina Mehta
Place: Ratlam Chairman & Managing Director Whole Time Director
Date: 02.09.2025 DIN: 00223360 DIN: 09553312