Your Directors are delighted to present the 30thAnnual Report of your Company together with the Audited Annual Accounts for thefinancial year ended 31st March, 2024.
The Financial Performance of your Company for the year ended March 31, 2024 is summarized below
(Amount in Hundreds)
Particulars
For the year ended
31.03.2024
31.03.2023
Revenue from operations
9366.69
2330.00
Profit/(Loss) before Depreciation & Income Tax
(70658.50)
(92515.16)
Less: Depreciation
14672.84
14579.06
Profit/(Loss) after depreciation
(85331.34)
(107094.22)
Less: Provision for Income Tax/Deferred Tax
(2227.17)
(2055.40)
Profit/(Loss) After Taxation
(83104.17)
(105038.82)
Other Comprehensive Income(net of taxes)
859.69
1524.69
Total Comprehensive Income for the period carriedover to Reserve & Surplus a/c
82244.48
(103514.13)
In view of losses incurred by the Company, your Directors regret their inability to recommended dividend on equity shares for theyear under review.
No amount is proposed to be transferred to Reserves for the year under review.
Due to absence of orders there were nil production activities in the company's plant during the year under review. Hence, thecompany's turnover has drastically turned down and the company has suffered a loss of Rs. 85.33 Lacs.
The company has applied for renewal of its Drug Manufacturing Licences before the term of its expiry with the Food & DrugsAdministration (FDA), Panchkula, for manufacturing pharmaceutical and allied products and the same is under consideration atthe end of the FDA. The management of the company firmly believes that the company would be able to restart its businessoperations as the company is getting quotes from the prospective buyers & the management is of the opinion that the new dealswould be finalized soon. Further, the management of the company is also exploring the market and business opportunities and isputting necessary efforts in this respect so that the operations of the company can be started again.
During the year, there is no change in the nature of business activity of the company.
There are no material changes and commitments affecting the financial position of the company which has occurred betweenthe end of the financial year of the company to which the financial statements relate and the date of the report.
During the year, there are no significant and material orders passed by the Regulators or Courts or Tribunals which may impactthe going concern status and company's operations in future.
The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherenceto the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial disclosure.
The Company has no Subsidiaryor Joint-venture or Associate Company.During the year under review, no company has becomesubsidiary/Joint-venture/Associate of your company.
During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiarycompany or Associate Company.
Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read withCompanies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered underChapter V of the Act is as under-
a)
accepted during the year
Rs Nil
b)
remained unpaid or unclaimed as at the end of the year
c)
whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so, numberof such cases and the total amount involved
N.A. since the company has notaccepted any deposits.
i.
at the beginning of the year
ii.
maximum during the year
iii.
at the end of the year
M/s. Nemani Garg Agarwal & Co., Chartered Accountants (Firm Registration Number: 010192N) had been appointed as theStatutory Auditors of the company in the 28thAnnual General Meeting held on 28th September, 2022 to hold office for a period ofFour (4) consecutive years from the conclusion of 28th Annual General Meeting until the conclusion of 32nd Annual GeneralMeeting of the Company
Nemani Garg Agarwal & Co. is a leading Chartered Accountancy firm rendering comprehensive professional services whichinclude Audit, Management Consultancy, Tax Consultancy, Accounting Services, Manpower Management, Secretarial Servicesetc.
Nemani Garg Agarwal & Co. is a professionally managed firm. The team consists of distinguished Chartered Accountants,Corporate Financial Advisors and Tax Consultants. The firm represents a combination of specialized skills, which are geared tooffers sound financial advice and personalized proactive services. Those associated with the firm have regular interaction withindustry and other professionals which enables the firm to keep pace with contemporary developments and to meet the needsof its clients.
The company always strives to present a unqualified Financial Statement. However, there are some observations on Auditor'sReport for the F.Y. 2023-24, which are as under:-
a) The company had recorded the cost of the investment of Rs. 53.80 Lac at the cost of Acquisition value of the equity sharesissued and had not determined the fair value as required by Ind AS. The shares were not made available for physicalverification. Hence, we are unable to comment upon the physical existence and express an opinion on the value ofinvestment recorded.
b) The Capital work in Progress of Rs. 3.26 Crore has been stalled. The physical conditions of these assets under constructionrequire technical evaluation to determine impairments or write offs, if any. However in view of the management thesuspension is temporary in nature and assets under construction are not obsolete, and the company will be able to resumeconstruction activities in near future and accordingly no provision is required.
Report of the Statutory Auditor is annexed with the Annual Report, however, as regards qualifications' made by theAuditors' in their report your Directors states as under:-
a) The company has misplaced/lost the share certificates of the investments made by it in unquoted equity shares of othercompanies during the shifting of its records. Hence the company is unable to locate its investments made in the unquotedequity shares as the same are not physically held by the company at present. Despite sending multiple requests to thecompanies in which it has made investments for issue of duplicate share certificates, the same have not yet been entertainedand till date the company has not received any reply from these companies. In addition to this, the company is workingtowards determining the fair market value of its investments to ensure the compliance with IND AS in true letter and spirits.
b) The company allocated funds for building an additional factory block & for Godown to expand its operations, but due totechnical and other reasons, construction had to be temporarily suspended. Management believes the suspension istemporary, and the under-construction assets are not obsolete. The company anticipates resuming construction activitiessoon and does not foresee the need for any provisions. Additionally, the company is receiving advances back from somevendors due to non-execution of deals.
As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had appointed M/s. Kundan Agrawal& Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the F.Y. 2023-24.
Annual Secretarial Compliance Report & Secretarial Audit Report
SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 mandated that all listed entities in addition toSecretarial Audit, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
In compliance with the said circular, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of theCompany examined the compliance of all applicable SEBI Regulations and circulars / guidelines and provided their report. The
Secretarial Auditors vide their report dated 27 May, 2024, have reported that your company has maintained proper recordsunder the provisions of SEBI Regulations and Circulars / Guidelines issued thereunder. However, some records are needed to bemaintained in more complied and updated manner.
There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in its Secretarial AuditReport and Annual Secretarial Compliance Report dated 10th August, 2024 & 27th May, 2024, respectively for the Financial Year2023-24 except the following:
a) The Company has not paid the annual listing fees for the F.Y. 2021-2022, 2022-23 & 2023-24 to BSE
b) BSE has restricted the trading of the company on account of Graded Surveillance Measure (GSM) under Stage IV.
Report of the Secretarial Auditor is annexed with the Annual Report, however, as regards qualifications' made by the SecretarialAuditors in their report your Directors states as under:-
a) Due to paucity of funds, the Annual Listing Fees to BSE could not be paid. The management of the Company is trying its levelbest to arrange funds & is expected to pay the fees in very near future.
b) In the absence of sufficient orders during the year under review, there is a decline in the operating activities of thecompany. The management of the company is exploring the market and business opportunities and is putting necessaryefforts in this respect so that the operations of the company can be started again and the financial position & net worth ofthe company could be improved.
The company has also obtained a certificate from M/s Saurav Upadhyay & Associates, Company Secretaries confirming that noneof the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority.However, there are some observations in the said certificate for the F.Y. 2023-24, which are reproduced as under:-
In the Certificate dated 24.06.2023 issued by M/s Kundan Agrawal & Associates (PCS Firm having FRN: S2009DE113700), they hadstated that NSE vide its order dated 27.01.2022 expelled M/s. Omkam Capital Markets Private Limited and its director Mr.Peeyush Kumar Aggarwal was disqualified from being Director of any Company which is a trading member of Stock Exchange.
M/s Kundan Agrawal& Associates had also stated in their Certificate dated 24.06.2023 that M/s. Omkam Capital Markets PrivateLimited had filed an appeal against the expulsion order of NSE before the Hon'ble Securities Appellate Tribunal which was pendingadjudication as on the date of the previous year's certificate i.e. certificate dated 24.06.2023.
We have now been informed by the Management and on the basis of the order dated 22.08.2023 passed by the Hon'ble SecuritiesAppellate Tribunal, the Hon'ble Securities Appellate Tribunal has set aside the expulsion order and penalty to the tune of Rs. 8.22lakh; we certify that the disqualification of Directors of Omkam Capital Markets Pvt. Ltd. namely Mr. Peeyush Kumar Aggarwal(DIN No. 00090423), pursuant to Clause (iv) sub-rule 4(A) & 5 of the Securities (Contract) Regulation Rules, 1957 is not attractednow. On the basis of records produced, we certify that the said penalty has been paid as on the date of this certificate.
The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directorsfor the F. Y. 2023-24 are provided as Annexure-i(A), 1(B) & 1(C) respectively.
Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on therecommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of thecompany for the FY 2023-24.
Pursuant to the various circulars issued by the Ministry of Corporate Affairs, the Company is required to maintain cost records forall the products being manufactured by it and get the same audited by a cost auditor. But due to turnover based criteria asprescribed by Central Government, cost audit is not required in our company for the financial year 2023-24as per notification no.F.No.1/40/2013-CL-V dated 31.12.2014.
A
Issue of equity shares with differential rights:
During the year, company has not issued anyequity shares with differential rights.
B
Issue of sweat equity shares
During the year, company has not issued anySweat equity shares.
C
Issue of employee stock options
During the year, company has not issuedemployee stock options.
D
Provision of money by company for purchase of itsown shares by employees or by trustees for thebenefit of employees
E
Bonus Shares
No bonus shares were issued during the yearunder review.
An Extract of the Annual Return in form MGT-9 as of March 31, 2024, pursuant to the sub section (3) of Section 92 of theCompanies Act 2013 is placed at the Company's website under the web link: : https://www.mpspharmaa.com/reports/mgt9-23-24.pdf
Further, pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2024 in Form MGT-7, is available on thewebsite of the Company at the link
https://www.mpspharmaa.com/reports/a return23-24.pdf
The Company lay focus on Conservation of energy with studies, discussions and analysis, which are undertaken regularly forfurther improvement. In terms of requirement of Section134 (3) (a) of the Companies Act, 2013 read with rule 8 of the Companies(Accounts) Rules, 2014 the required information relating to conservation of energy, technology absorptions and foreign exchangeearnings and outgo are Annexed hereto as Annexure-2.
In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to theCompany.
In accordance with the provisions of the Companies Act, 2013, Mr. Ram Niwas Sharma (DIN: 08427985), Director of theCompany, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.
Considering the vast experience of Mr. Ram Niwas Sharma, the Board is of the opinion that his reappointment will immenselybenefit your Company. The Board recommends his reappointment as a Director liable to retire by rotation.
Brief profile of the Mr. Ram Niwas Sharma Director of the Company who is proposed to be re-appointed is mentioned hereinbelow:
Mr. Ram Niwas Sharma has more than two decades of experience in the corporate sector at various levels including stockbroking, marketing and general administration. Considering his vast and rich experience, the Board of Directors of the Companyhas appointed him as a Non-Executive Director of the Company.
Mr. Ram Niwas Sharma (having DIN: 08427985) does not have any relationship with any of the existing directors and KeyManagerial Personnel and he does not hold any shares in the Company.
Sl. No.
Directorships in other listed and PublicLimited Companies
Committee Membership/Chairmanship
1
Onshore Shipping Limited.
NIL
2.
Heritage Corporate Services Limited
3.
Radsun Technologies Limited
4.
Eshoppers India Limited
Details of listed companies in which Mr. Ram Niwas Sharma resigned in the past three years -Mr. Ram Niwas Sharma was appointedas a Non-Executive and Non-Independent Director w.e.f., 28th September, 2023 of MPS Infotecnics Limited, subject to the consent ofthe Shareholders in the Annual General Meeting of the Company, however the Annual General Meeting of the Company could not beheld even during the extended period of holding of Annual General Meeting, hence he ceased to be the Additional Director of theCompany. Further upon the recommendation of Nomination and Remuneration Committee, the Board of Directors of the MPSInfotecnics Limited has again appointed Mr. Ram Niwas Sharma (DIN: 08427985) as its Additional Director (Non-Executive & Non¬Independent) with effect from 14th May, 2024, subject to the approval of the members in the Annual General Meeting of theCompany.Further, as the Annual General Meeting of MPS Infotecnics Limited could not be held within that period also, Mr. Ram NiwasSharma again ceased to be a Director of MPS Infotecnics Limited w.e.f. 12th August, 2024.
During the year under review, Mr. Ajay Sharma (DIN:03344008) was appointed as an Additional Director, categorized as anIndependent Director of the Company w.e.f. 13/07/2023 to hold office for a term of Five consecutive years pursuant to the provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 149, 150, 152 and 161and any applicableprovisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including anystatutory modification (s) or re - enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013. Thecompany has duly taken the approval of shareholders for appointing Mr Ajay Sharma as the Non-Executive Independent Director of thecompany by way of special resolution passed in the 29th AGM of the company held on 29th September, 2023.
Mr. Ajay Sharma (DIN: 03344008) aged about 51 years is a Commerce Graduate from University of Delhi. He has an enrichedexperience of more than two decades in trading & retail business.
He has significant expertise in preparing business plans and business evaluation. His business interests are in the areas of real estate,retail & infrastructure, software & stock broking companies marketing and administration, real estate business & financial services. Mr.Ajay Sharma holds directorship and membership of the Committees of the Board of Directors of the under stated public companies:
S.No.
Name of the Company
Designation
Chairmanship/Membership of the Committees
Interworld Digital Limited
Independent
Director
Audit Committee- Chairman
Nomination and Remuneration Committee- ChairmanStakeholders Relationship Committee- ChairmanRisk Management Committee- ChairmanInvestigation Committee - Member
2
B. P. Capital Limited
Nomination and Remuneration Committee- ChairmanStakeholders Relationship Committee- Chairman
3
E-Visesh.Com Limited
Mr. Ajay Sharma holds 10 equity shares of the Company.
Mr. Ajay Sharma does not have any relationship with any of the existing directors and Key Managerial Personnel.
Details of listed companies in which Mr. Ajay Sharma resigned in the past three years - NIL
Further, Mr. Manoj Kumar Jain, (DIN: 01887411), Independent Director of the Company, has tendered his resignation from theposition of the Independent Director of the Company with effect from 04th July, 2023 due to personal reasons and businesscommitments. Further, Mr.Manoj Kumar Jain vide its letter dated 04th July, 2023 has confirmed that there is no material reason otherthan those provided in the resignation letter tendered by him.
Names of listed entities in which the Mr. Manoj Kumar Jain holds directorships, indicating the category of directorship andmembership of board committees as on the date of his resignation are as follows:
North Eastern CarryingCorporation Limited
NECC Logistics Limited
Audit Committee- Member
Nomination and Remuneration Committee- MemberStakeholders Relationship Committee- Member
Karma Vastu Research HubPrivate Limited
Details of Listed companies in which Mr Manoj Kumar Jain resigned during the past Three years:- MPS Infotecnics Limited
All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations, asamended. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and theCompany's Code of Conduct.
They have further confirmed that they are not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Director'sname in the data bank of the Indian Institute of Corporate Affairs ('IICA') for a period of one year or five years or life time till theycontinue to hold the office of an independent director.
In the opinion of the Board, all the Independent Directors have integrity, expertise and experience.
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees andIndividual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluationcomprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - IndependentDirectors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committeeswith the Company.
Seven meetings of the Board of Directors were held during the year on 29th May, 2023, 13th July, 2023, 12th August, 2023, 29thAugust, 2023, 09th November, 2023, 13th February, 2024 and 30thMarch, 2024.
A separate meeting of the Independent Directors was held on 26.03.2024.
During the year under review, in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Board has the following Committees:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in theReport of Corporate Governance as a part of this Annual Report.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review theBoard Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Boardof its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states thatthe performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director beingevaluated.
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directorspursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securitiesand Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structuredquestionnaires were used in the overall Board evaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by theBoard and after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure,effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basisof the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as isset out in the Performance Evaluation Policy (as per Annexure -3) formulated by the Nomination and Remuneration Committeeand approved by the Board to evaluate the performance of the Board and its Committees.
In a separate meeting of Independent Directors held on 26.03.2024, performance of non-Independent Directors, performance ofthe board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors,at which the performance of the Board, its committees and individual directors was also discussed.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors onthe basis of the criteria such as the contribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition,the Chairman was also evaluated on the key aspects of his role.
Performance evaluation of independent directors was done by the entire board, excluding the independent director beingevaluated.
Based on the outcome of performance evaluation for the financial year 2023-24, further measures/actions have been suggestedto improve and strengthen the effectiveness of the Board and its Committees.
Your Company has a policy to have an appropriate mix of Executive, Non-Executive and Independent directors to maintain theindependence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Boardconsisted of 4 members and out of which 1 (One) is an Executive Director, 2areNon-Executive Independent Directors including 1Woman Director and 1is a Non-Executive Director liable to retire by rotation.
The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positiveattributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act,2013, adopted by the Board, is attached as Annexure-4 to the Board Report. Further no remuneration, at present, is being paidto any of the Directors of the Company.
The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identifyaccess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to theappropriate authorities concerns about the unethical behaviour actual or suspected, fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for directaccess to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same canbe accessed at the website of the Company under the Investment Information head at the link
http://mpspharmaa.com/reports/policy/whistle blower.pdfNone of the personnel has been denied access to the AuditCommittee.
Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end andmaximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations havebeen provided in the notes to the Financial Statements of the Company
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's websitehttp://mpspharmaa.com/reports/policy/related party.pdf. Pursuant to Section 134 (3)(h) of the Companies Act, 2013 and Rulesmade there under, particulars of transactions with related parties as required under section 188(1) of the Companies Act, 2013are mentioned in the prescribed Form AOC-2 which is annexed herewith as "Annexure-5". The details of the transactions withrelated parties are provided in Notes to Financial Statements.
Your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complyingwith the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended from time to time.
A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of theCompany, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, is annexed to this Report.
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledgeand belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standardshad been followed and no material departures have been made from the same;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financialyear i.e. on 31st March, 2024 and of the profit or loss of the company for that period;
(c)the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controlsare adequate and operating efficiently; and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.
There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 102 Lacs or more oremployed for part of the year who were in receipt of remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 areannexed herewith as Annexure - 6.
During the year under review, none of the Directors of the Company has received remuneration from the Company.
The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on 29/03/2024 that theremuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of the Company.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointedM/s Sanghi & Co. as Internal Auditor for the financial year 2023-24.
The Company has an adequate internal controls system commensurate with its size and the nature of its business. All thetransactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitoredand controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectivenessof internal control systems from time to time
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act,2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year underreview.
Your Directors are pleased to inform you that your company has obtained the approval of the Registrar of Companies, NCT ofDelhi & Haryana for change in its name from 'ADVIK LABORATORIES LIMITED' to 'MPS PHARMAA LIMITED'. The name of thecompany has been changed to 'MPS PHARMAA LIMITED' with effect from December 13, 2022. The management of the companyis taking the necessary steps to change the name of the company in the records of the Stock Exchanges where the shares of thecompany are listed.
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act,2013, details of which need to be mentioned in this Report.
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standard-1 (SS-1) on 'Meeting of the Board of Directors'and Secretarial Standard-2 (SS-2) on 'General Meeting' and both the Secretarial Standards have been approved by the CentralGovernment under section 118(10) of the Act. Pursuant to the provisions of section 118(10) of the Act, it is mandatory for theCompany to observe the Secretarial Standards with respect to the Board Meeting and General Meeting.
The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening andconducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised propersystems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.
Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employeelifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees aremotivated through various skill development programs. We create effective dialogue through our communication channels toensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, includingleadership.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number ofprograms that provide focused people attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement.
The Company is into single reportable segment only.
The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement forproviding the details relating to material variation is not applicable to the Company for the year under review.
There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2023- 24 andaccordingly no question arises for any difference between the amount of the valuation done at the time of one time settlementand the valuation done while taking loan from Banks or Financial Institutions during the year under review.
The Management Discussion and Analysis Report on the business of the Company and performance review for the year endedMarch 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ispresented in a separate report which forms part of the Report.
Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, theStock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for their continued support in future.
Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks,customers, vendors, Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.
For and on Behalf of the Board of Directors ofMPS Pharmaa Limited(Formerly Advik Laboratories Limited)
(Peeyush Kumar Aggarwal)
Date 02nd September, 2024 Chairman
Place: New Delhi DIN : 00090423