Dear Members,
Your Directors have pleasure in presenting the Thirty Eighth (38th) Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended March 31, 2023.
FINANCIAL PERFORMANCE
The Company's financial performance for the year ended March 31, 2023 is summarized below:
OPERATIONS AND STATE OF AFFAIRS
• Standalone
At Standalone level, the total income decreased to INR 674.52 Lakh as against INR 969.47 Lakh in the previous year. The Net Loss before Tax amounted to INR 298.22 Lakh as against INR 67.30 Lakh in the previous year. The Net Loss after tax amounted to INR 298.22 Lakh against INR 67.30 Lakh reported in the previous year.
• Consolidated
At Standalone level, the total income decreased to INR 684.38 Lakh as against INR 973.94 Lakh in the previous year. The Net Loss before Tax amounted to INR 349.32 Lakh as against profit of INR 37.35 Lakh in the previous year. The Net Loss after tax amounted to INR 348.86 Lakh against profit of INR 34.94 Lakh reported in the previous year.
MATERIAL CHANGES & COMMITMENTS
The financial position of the company deteriorated significantly following the COVID-19 pandemic. Despite ongoing efforts to stabilize operations, the company was unable to achieve profitability. To sustain its business activities, the company secured various credit facilities from financial institutions, including long-term and short-term working capital loans, business loans, and car loans. Unfortunately, the pandemic's adverse impact compromised the company's financial discipline, leading to defaults on debt repayments. Additionally, the company failed to meet its secretarial and BSE compliance obligations, further exacerbating its financial difficulties. As a result of these compounded challenges, the company ceased operations in February 2023.
Considering the position of the company, The Board of directors of the company in their board meeting has decided to initiate the Corporate Insolvency Resolution Process. Further, The Board of Directors sought and received shareholders' approval to initiate the Corporate Insolvency Resolution Process (CIRP) under Section 10 of the Insolvency and Bankruptcy Code (IBC), 2016 at the 37th Annual General Meeting held on February 22, 2023.
Subsequently, Canara Bank declared the company's account as a Non-Performing Asset (NPA) on February 28, 2023, and issued a notice under Section 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act, 2002, on March 1, 2023. This was followed by a possession notice under Section 13(4) of the SARFAESI Act on October 30, 2023, January 12, 2024 and May 24, 2024. Following the possession notice all the three properties of the company were auctioned November 22, 2023, February 22, 2024 and June 28, 2024 respectively.
Further, on June 12, 2023 The Bombay Stock Exchange had also suspended the trading of securities of the company due to non- Compliance with the SEBI (Listing Obligation and Disclosure Requirement) 2018. Further, on March 18, 2024, the Company has also received a show-cause notice from Bombay Stock Exchange in the matter of compulsory delisting of the Securities of the Company since the trading was suspended for more than 6 months.
In terms of Regulation 22(3) of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (hereinafter referred to as "Delisting Regulations"), the Exchange further issued a Public Notice in financial express, Business Standard and Navshakti dated May 04, 2024, intimating the proposed delisting of the equity shares of the Company on the Exchange.
The Exchange then provide the Company an opportunity of personal hearing before the delisting committee of the exchange in its meeting held on June 24, 2024.
The Company respectfully requests the Delisting Committee to consider revoking the suspension of trading of its securities on the BSE after completing the revocation process and to refrain from delisting the company based solely on past non-compliances. The Company is prepared to rectify all non-compliance issues and complete pending compliances. The Company remains steadfast in its commitment to overcoming past challenges, revitalizing operations, and ensuring strict adherence to all regulatory frameworks.
Recognizing the need for a structured approach to recovery, the Board engaged with various strategic planners to formulate a comprehensive revival strategy. This plan aims to withdraw the Corporate Insolvency Resolution Process (CIRP) application and focus on reviving the company. The strategy includes measures to repay all outstanding debts to creditors.
Additionally, the company intends to bring its operations and financial reporting into full compliance with the requirements of the Bombay Stock Exchange (BSE) and the Companies Act. The proposed actions are designed to be implemented retrospectively, ensuring that all past discrepancies are resolved and the company can resume its business activities with a stable financial foundation.
NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2022-23 and the Company continues to carry on its existing business.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ('the Act') and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014.
In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the financial statements of the subsidiary Company is available on our website i.e. www.mayurgroup.com. Any Member desirous of making inspection or obtaining copies of the said financial statements may write to the Company Secretary at daamayurleather@ email, com.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve for the year ended March 31, 2023.
DIVIDEND
The purpose of the Dividend Distribution Policy is to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes. Your Company has a Dividend Distribution Policy that balances the dual objectives of rewarding shareholders through dividends, while also ensuring availability of sufficient funds for growth of the Company.
Due to the financial losses sustained by the Company during the financial year ending March 31, 2023, the Board of Directors has decided not to declare any dividends for this period.
SHARE CAPITAL
The Current Capital Structure of the Company is given below:
Authorized Capital:
There was no change in the Authorized Capital of the Company during the financial year. The Authorized Capital of the Company as on March 31, 2023 stood at Rs. 5,80,00,000/- (Rupees Five Crore Eighty Lakh only) consisting of 58,00,000 Equity shares of the face value of Rs. 10/- each.
Issued, Subscribed & Paid-up Capital:
There was no change in the issued, subscribed and paid-up Capital of the Company during the year under review.
The issued, capital of the company as on March 31, 2023 stood at Rs. 5,31,35,000/- (Rupees Five Crore Thirty One Lakh Thirty Five Thousand only) consisting of 53,13,500 Equity Shares of the face value of Rs. 10/- each.
The subscribed and paid-up Capital of the Company as on March 31, 2023 stood at Rs. 4,83,48,000/- (Rupees Four Crore Eighty Three Lakh Forty Eight Thousand only) consisting of 48,34,800 Equity Shares of the face value of Rs. 10/- each.
UNPAID & UNCLAIMED DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In compliance with Sections 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any money transferred to the Unpaid Dividend Account of a Company in pursuance of these sections, which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 of the Act i.e. Investor Education and Protection Fund.
During the year under review, the Company was required to credit Rs. 75,048/- for unpaid or unclaimed dividend amounting of the year 2015-16 (Interim Dividend) and Rs. 55,761/- for unpaid or unclaimed dividend amounting of the year 2015-16 (Final Dividend) to the Investor Education and Protection Fund (IEPF) established by the Government of India, Which was not transferred by the company in the IEPF account.
Further, according to the IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. Members may note that the dividend and shares transferred to the IEPF can be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the Rules. Information on the procedure to be followed for claiming the dividend/shares is available on the website of the Company at www.mayurgroups.com.
DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (Q SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS! RULES 2014
During the financial year 2022-23, The Company has taken some unsecured loan from the relative of the director.
The details of monies accepted are as under:
PARTICULARS OF LOANS/ADVANCES, GUARANTEES, INVESTMENTS AND SECURITIES
During the year, the Company did not provide any loans or advances, make investments, or issue any guarantees or securities as required under the Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
INFORMATION ABOUT HOLDING / SUBSIDIARIES / TQINTLY CONTROLLED OPERATIONS / ASSOCIATE COMPANY
As on March 31, 2023, the Company has only one subsidiary i.e. Mayur Global Private Limited. The Company does not have any joint venture or associate Company during the year under review.
The Company does not have any holding company as on March 31, 2023.
The statement containing salient features of the financial statements and highlights of the performance of its Subsidiary Company and their contribution to the overall performance of the Company during the period, is annexed as Annexure-I in form AOC-1 and forms part of this Report. The Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements, has been placed on the website of the Company at www.mayurleather.com. Further, the audited financial statements together with related information of the subsidiary Company have also been placed on the website of the Company at www.mayurgroups.com.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors of the Company has carried out an annual evaluation of its own performance, committees of the Board and individual directors. The performance evaluation of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees of the Board was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board of Directors and the Nomination and Remuneration Committee evaluated the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The above criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairperson of the Company was evaluated, taking into account the views of CEO & director and non-executive directors. The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties, were also evaluated in the said meeting.
Performance evaluation of independent directors was done by the Board members, excluding the independent director who was being evaluated.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2022-23, the Board of Directors of the Company was not duly constituted the optimum balance of Executive Directors, Non-Executive Directors, and Independent Directors was not maintained due to the vacancy in the position of one Independent Director. All the Directors show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Non-Executive Chairperson. Chairperson takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.
The Composition of board of the company as on March 31, 2023 was as follows:-
• RETIREMENT BY ROTATION
Pursuant to the provisions of Section 152(6) of the Act read with the rules made thereunder and as per the Articles of Association of the Company, Mr. Amita Poddar (DIN: 00143486), Non Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment. The Board has recommended her re-appointment at the ensuing Annual General Meeting.
A brief resume of the director being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold directorships, committee memberships/ chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing Annual General Meeting of the Company.
Ms. Ashwarya Poddar was liable to retire by rotation in previous Annual General Meeting held on February 22, 2023. Subsequently, the members of the Company approved the reappointment of Ms. Ashwarya Poddar.
• APPOINTMENTS, RE-APPOINTMENTS AND RESIGNATIONS:
During the year under review, Following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company: -
4- Mr. Manoj Sharma (DIN: 00541803) has ceased from the post of Directorship as an Independent Non-Executive Director of the Company with effect from 29th April, 2022;
4- Appointment of Ms. Anisha Jain (PAN: AVUPJ7834J) as the Whole- time Company Secretary and Compliance Officer of the Company with effect from 05th May, 2022;
4- Ms. Anisha Jain (PAN:- AVUPJ7834J) has ceased from the post of the Whole-time Company Secretary and Compliance Officer of the Company with effect from 10* November, 2022;
Further, After the closure of financial year till the date of this report, As part of the action plan devised to revive the company and rectify past discrepancies, the Company has made the following changes in the composition of the Board and Key Managerial Personnel based on the recommendations of the Nomination and Remuneration Committee (NRC):-
4- Ms. Ashwarya Poddar has ceased from the post of Directorship as a Non-Executive Non Independent of the Company with effect from 19* July, 2023;
4- Appointment of Mr. Sharad Vyas (DIN: 09088517), as an additional independent director of the company with effect from July 20, 2024, subject to the approval of the members of the Company in the 38* Annual General Meeting;
4- Appointment of Ms. Jyoti Soni (DIN: 10710046), as air additional independent director of the company with effect from August 01, 2024, subject to the approval of the members of the Company in the 38* Annual General Meeting;
4- Appointment of Ms. Vaishali Goyal (M. No. 65842), as the Whole-time Company Secretary and Compliance Officer of the Company with effect from July 20, 2024;
>4- Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of NonExecutive Independent Director of the company due to completion of two consecutive terms of 5 years from with effect from 31st March, 2024 and was later redesignated as the Non-executive director of the company with effect from April 1, 2024;
1- Mr. Madhusudan Prasad Kejariwal (DIN: 06547411) has ceased from the post of Directorship as Non-Executive Director of the Company with effect from August 16, 2024;
The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 the Listing Regulations. Our Board is a balanced Board, comprising of optimum combination of Executive and Non-Executive Directors with at least 1 (One) Woman Independent Director and not less than 50% of the Board of Directors comprise of Independent Directors.
The appointment of new Directors is recommended by the Nomination and Remuneration Committee ("NRC") on the basis of requisite skills, proficiency, experience and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc. At Present, Mayur's Board consists of 4 (Four) Directors including l(One) Executive Directors, and 2 (two) Women Director, 3 (Three) Non-Executive Director out of which 2 (Two) Independent Directors (including one Independent Woman Director).
The present Composition of the board and KMPs is as follows:-
In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields. None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the SEBI, Ministry of Corporate Affairs or any other statutory authority.
The profile of Directors is available on the website of the Company at www.mayurgroups.com,
DECLARATION FROM INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 134(3)(d) of the Act, the Company has received individual declarations from every Independent Director under Section 149(6) of the Act and regulation 16(1) (b) the Listing Regulations confirming that that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.
The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations,
BOARD MEETINGS
During the Financial Year 2022-23, the Company held Ten (10) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
Frequency and quorum at these meeting and the intervening gap between any two meetings were in conformity with the provisions of the Companies Act and Secretarial Standard-1 issued by The Institute of Company Secretaries of India and the SEBI Listing Regulations.
RESOLUTION BY CIRCULATION
During the year Company has passed two resolutions by circulation on September 09, 2022, November 10, 2022.
COMMITTEES OF THE BOARD
The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas or activities as mandated by applicable regulations which need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board, as part of good governance practices.
The Chairperson of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the meeting of all Committees are placed before the Board for review and noting. The Board Committees can request special invitees to join the meeting, as appropriate.
The company's committees have not been in compliance with SEBI regulations and Companies Act, 2013 due to changes in the board's composition. Since 2022, the company has been non-operational and entered the Corporate Insolvency Resolution Process (CIRP). Consequently, no reconstitution of committees was carried out during this period.
However, as part of the revival action plan, and after establishing a properly constituted board of directors, the board has now reconstituted all committees in accordance with SEBI regulations and Companies Act, 2013.
The Board has constituted the following Committees: -
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee.
AUDIT COMMITTEE
The Committee is governed by the regulatory requirements mandated by the section 177 of the Act.
During the financial year, Mr. Manoj Sharma, Non-Executive Independent director of the company has vacated his post with effect from April 29, 2022.
Following the resignation of Mr. Manoj Sharma, the Company had only one Independent Director on its Board during the financial year 2022-23. The decision not to appoint a new Independent Director was due to the Company's non-operational status.
As of March 31, 2023, the Audit Committee consisted of two members: Mr. Madhusudan Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs. Amita Poddar, Non-Executive Director. All members of the Committee, including the Chairperson, are financially literate and possess accounting and financial management expertise.
The meetings of Audit Committee are also attended by the Key Managerial Personnel (KMP), Statutory Auditors, Secretarial Auditor and Internal Auditor as Invitees.
During the year under review Two (2) meetings of Audit Committee were held. The gap between two meetings did not exceed one hundred and twenty days. The composition of the Audit Committee and the attendance of members at the meetings of the Audit Committee held during the financial year 2022-23 are as follows:
During the year under review, the recommendations made by the Audit Committee were accepted by the Board.
Further, the Audit Committee was re-constituted on 02.08.2024, Ms. Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the company was elected as the member of the Audit Committee with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive Director of the Company with effect from 16.08.2024.
This reconstitution was undertaken to ensure that the Committee to function effectively and in compliance with all relevant statutory and regulatory requirements.
Following this reconstitution, the composition of the Audit Committee is now fully aligned with the requirements of Section 177 of the Act, which mandates a balanced and proficient team to oversee the company's financial reporting processes, audit functions, and internal controls.
Presently, The Composition of the Audit Committee of the company is as follows:
NOMINATION AND REMUNERATION COMMITTEE
The Committee is governed by the regulatory requirements mandated by the section 178 of the Act.
The Nomination and Remuneration Committee ("NRC" or "the Committee") is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning, appointment, remuneration for both internal and external appointments.
As of March 31, 2023, the NRC consisted of two members: Mr. Madhusudan Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs. Amita Poddar, Non-Executive Director.
During the year under review Four (4) meetings of NRC Committee were held. The gap between two meetings did not exceed one hundred and twenty days. The composition of the Committee and the attendance of members at the meetings of the Committee held during the financial year 2022-23 are as follows:
During the year under review, the recommendations made by the Committee were accepted by the Board.
Further, the Nomination and Remuneration Committee was re-constituted on 02.08.2024, Ms. Jyoti Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the company was elected as the member of the Audit Committee with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of Non-Executive Director of the Company with effect from 16.08.2024.
This reconstitution is a critical step in our ongoing efforts towards the revival of the company. This reconstitution was undertaken to ensure that the Committee to function effectively and in compliance with all relevant statutory and regulatory requirements.
Following this reconstitution, the composition of the Committee is now fully aligned with the requirements of Section 178 of the Act, This alignment ensures that the Committee is well-equipped to address key issues related to board appointments and executive compensation, thereby supporting the company's objectives and fostering a culture of accountability and transparency.
Presently, The Composition of the Nomination And Remuneration Committee of the company is as follows:
Performance Evaluation Criteria for Independent Directors:
As per the provisions of the Act and Listing Regulations, the Nomination and Remuneration Committee has laid down the evaluation criteria for performance evaluation of the Independent Directors. Performance evaluation of the Independent Directors was carried out by the Board and NRC, except the Director being evaluated, as per the Nomination and Remuneration Policy of the Company.
The NRC has devised a criteria for performance evaluation of the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter-se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, integrity and maintenance of confidentiality, implementing best corporate governance practice etc., exercising independent judgment during board deliberations on strategy, performance, risk management, reporting on Frauds, compliance with the policies of the company etc., which is in compliance with guidance note issued by the Securities and Exchange Board of India and Institute of Company Secretaries of India and other applicable laws, regulations and guidelines.
Criteria for determining qualifications, positive attributes and independence of a director
In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors. The key features of which are as follows:
• Qualifications - The Board nomination process encourages diversity of experience, thought, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
• Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed there under and Regulation 16(l)(b) of the SEBI Listing Regulations, as amended from time to time.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The role of Stakeholders' Relationship Committee ("SRC" or "the Committee") primarily includes overseeing redressal of shareholder and investor grievances, ensuring expeditious share transfer process and evaluating performance and service standards of the Registrar and Share Transfer Agent of the Company.
As of March 31, 2023, the SRC consisted of two members: Mr. Madhusudan Prasad Kejariwal, Non-Executive Independent Director (Chairman of the Committee), and Mrs. Amita Poddar, Non-Executive Director.
During the year under review one (1) meetings of the Committee was held. The gap between two meetings did not exceed one hundred and twenty days. The composition of the Committee and the attendance of members at the meetings of the SRC Committee held during the financial year 2022-23 are as follows:
Further, the Stakeholder Relationship Committee was re-constituted on 02.08.2024, Ms. jyoli Soni (DIN: 10710046) and Mr. Sharad Vyas (DIN: 09088517), non- executive Independent Director of the company was elected as the member of the Audit Committee with effect from 02.08.2024 and Mr. Madhusudan Kejariwal (DIN: 06547411) resigned from the post of NonExecutive Director of the Company with effect from 16.08.2024.
Following this reconstitution, the composition of the Committee is now fully aligned with the requirements of Section 178 of the Act, This compliance ensures that the Committee is well-positioned to address key issues related to stakeholder relations, including grievance redressal, investor relations, and overall stakeholder satisfaction.
Presently, The Composition of the Stake Holder Committee of the company is as follows:
MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every financial year without the presence of executive directors or management personnel. Such meetings is conducted formally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views. The Independent Directors take appropriate steps to present their views to the Chief Executive Officer.
During the financial year 2022-23,1 (One) meeting of the Independent Directors was held on April 25, 2022
The detail of the meeting of the Independent Directors and the attendance of Independent Directors at the meeting for the financial year 2022-23 is given below:
RESIGNATION OF INDEPENDENT DIRECTOR BEFORE EXPIRY OF TERM
During the Financial Year Mr. Manoj Sharma Independent Directors of the Company have resigned on April 29, 2022 before the expiry of their tenure due to pre occupation in other professional commitments.
CORPORATE SOCIAL RESPQNSIBITY COMMITTEE
The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company. Hence, the Company has not constituted the Corporate Social Responsibility Committee.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Nomination and Remuneration Policy which lays down a framework in relation to criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management of the Company along with their remuneration. The Nomination and Remuneration Policy of the Company is available at Company's website and may be accessed at www.mayurgroups.com.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the 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 the provisions of the Act for safeguarding the assets of the company and for preventing arid detecting fraud and other irregularities;
(d) the annual accounts of the company have been prepared 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 controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted 'Whistle Blower Policy' for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.
The Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the applicable SEBI Regulations, to provide a formal mechanism to the Directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct or ethics.
The Whistle Blower Policy provides adequate safeguards against victimization of Directors, employees and stakeholders who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. During the year, no personnel of the Company was denied access to the Chairman of the Audit Committee.
The Vigil Mechanism / Whistle Blower Policy is available on website of the Company and may be accessed at www.mayurgroups.com.
AUDITORS AND AUDITORS7 REPORT STATUTORY AUDITORS
M/s. H.C. Garg & Co., Chartered Accountants (Firm Registration No.000152C) were appointed as the Statutory Auditors at the 37th Annual General Meeting of the Company for a period of five consecutive years commencing from the conclusion of 37th Annual General Meeting until the conclusion of 42nd Annual General Meeting of the Company. M/s. H.C. Garg & Co., Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
During the year under review, M/s. H.C. Garg & Co., Chartered Accountants (Firm Registration No.000152C) has resigned from the office due to ineligibility as per the provision of section 139 of Companies Act 2013, and M/ s Madhukar Garg & Company (FRN 000866C) was appointed by the members of the company by way of ordinary resolution passed through Postal Ballot on 6th May, 2023 to fill the vacancy caused by the ineligibility of H.C. Garg & Co., Chartered Accountants, (FRN 000152C) who will hold office till the conclusion of the upcoming Annual General Meeting of the Company.
Further, the company recommended the appointment of M/s. Jain Paras Bilala & Company, Chartered Accountants (Firm Registration No. 011046C) Jaipur to be appointed as the statutory auditor to hold office for a term of five (5) consecutive financial years, from the conclusion of this Annual General Meeting of the Company till the conclusion of the Annual General Meeting to be held in the year 2028.
The Company has received consent letter from the auditor to the effect that appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.
The Report given by the Statutory Auditors on the financial statement of the Company for the financial year ended 31st March, 2023, forms part of this Report.
There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory, except following:
1. As Detailed in Note No. 44 of Standalone Financial Statements, Gratuity has not been provided as per actuary valuation as required in IND AS-19 (Employees Benefits).
Board Reply:- The Management acknowledges the audit observation regarding the nonprovision of gratuity as per actuarial valuation under IND AS 19. We are currently addressing this issue and will ensure compliance in the financial statements moving forward.
2. As Detailed in Note No. 45 of Standalone Financial Statements, Loans and Advances amounting in Rs. 422.34 Lakhs are subject to confirmation and Reconciliation.
Board Reply:- The management is aware of the audit observation regarding the loans and advances amounting to Rs. 422.34 Lakhs. We are actively working on obtaining confirmations and performing reconciliations to address this issue.
3. The company is not regular in depositing its statutory dues with appropriate authorities.
Board Reply:- The management acknowledges the audit observation regarding the irregularity in depositing statutory dues. We are implementing measures to ensure timely compliance with all statutory requirements moving forward.
4. The Company has not complied with the provisions of section 73 to 76 of the Companies act 2013 and rules made there under. The company has accepted loan/deposit from S.K. Poddar to the extent of Rs. 1.15 crore. Year end balances of these loans/deposits were Rs. 1.01 crore. These loans/deposits were taken in contraventions of sections 73 to 76 of the company's act 2013 and rules made there under.
Board Reply:- The Company had taken the loan in the impression that it falls under the exempted category of Section 73 read with Companies Acceptance of deposit rules of the Companies Act, 2013 since it is obtained from the brother of the director which falls under the category of relative as per section 2 of the Companies Act,2013. The management recognizes the issue of non-compliance with sections 73 to 76 of the Companies Act, 2013, regarding the loans from S.K. Poddar who is the brother of the director Mr. Rajendra Kumar Poddar. We are taking corrective actions to rectify this non-compliance and to ensure full adherence to regulatory requirements going forward.
5. According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues including Provident Fund, Employees' State Insurance Dues, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, VAT, Goods & Service Tax Act w.e.f. 01.07.2017,Cess and Other material Statutory dues have not generally been regularly deposited by the Company during the year with the appropriate authorities in India except tax deducted at source as per Income tax Act.
Board Reply:- We are implementing measures to address these discrepancies and ensure timely and regular compliance with all statutory requirements going forward.
6. The company is not sound and incurring losses for last few years. Further company is not paying its statutory dues. This indicate that Material Uncertainty exist that may cast significant doubt on the company's ability to continue as a going concern.
Board Reply:- The Board acknowledges the concern raised regarding the company's financial health and ongoing losses, as well as the issue of unpaid statutory dues. We are actively addressing these challenges and are committed to implementing a robust plan to improve financial stability and ensure compliance with statutory obligations. We are also evaluating all available options to strengthen the company's position and mitigate any material uncertainties related to its ability to continue as a going concern.
7. In our opinion the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act except INDAS 19 (Employee Benefits).
Board Reply:- The Board acknowledges the statutory auditor's observation concerning the compliance of our standalone Ind AS financial statements with Indian Accounting Standards, specifically IND AS 19 (Employee Benefits). We are committed to addressing this issue and will take the necessary steps to ensure that our financial statements fully align with Section 133 of the Act in the upcoming reporting period.
8. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the Balance Sheet date except the following :
Board Reply:- The Board acknowledge that, as per the examination of the Company's records and the information provided, there are instances of delay in repayment. These delays have arisen due to liquidity issues. The Company is committed to addressing these overdue amounts and has initiated appropriate measures to ensure timely payment moving forward. We are confident that these issues will be resolved in the near term.
SECRETARIAL AUDITORS
The Board of Directors has appointed ATCS (Firm Registration No), Practicing Company Secretaries, Jaipur as Secretarial Auditor, to carry out the Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure-II to this report.
The report contains the following observations:
1. The trading of the company's shares was suspended on exchange w.e.f. June 12, 2023 as per initial public notice of BSE as published in financial express, Business Standard & Nav Shakti Newspaper dated May 04, 2024;
2. The Hundred percent shareholding of the promoter(s) and promoter group is not held in dematerialized form as required by Regulation 31 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
3. During the period under review, Ms. Anisha Jain resigned from the position of Company Secretary and Compliance Officer on November 10, 2022. Consequently, there was no individual serving as Company Secretary, and the company did not appoint a Compliance Officer during this period, in accordance with the provisions of the Companies Act and SEBI (LODR) Regulations, 2015;
4. During the period under review, the Quarterly Results, both in PDF and XBRL formats, required to be submitted to the stock exchange under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarters ended September 30, 2022, December 31, 2022 has not been submitted to BSE. Additionally, the Quarterly Results for the quarter ended March 31, 2023, following the closure of the financial year 2022-2023, has also not been submitted to BSE;
5. During the period under review, Newspaper Publication of financial results as specified in Regulation 33, required to be given under Regulation 47, shall be published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated, the Company has not published the financial results for quarters ended September 30, 2022, December 31, 2022. Additionally, the Newspaper Publication for the Quarterly Results for the quarter ended March 31, 2023, following the closure of the financial year 2022-2023, has also not been published in newspaper;
6. During the period under review, the Shareholding Pattern, as required to be submitted to the stock exchange under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ended December 31, 2022, has not been submitted to BSE. Additionally, the Shareholding Pattern for the quarter ended March 31, 2023, following the closure of the financial year 2022-2023, has also not been submitted to BSE;
7. During the period under review, the Reconciliation of Share Capital Audit Report (both PDF and XBRL formats) required to be submitted to the stock exchange under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended December 31, 2022, has not been submitted to BSE. Furthermore, the Reconciliation of Share Capital Audit Report for the quarter ended March 31, 2023, following the closure of the financial year, has also not been submitted to BSE;
8. During the period under review, the Compliance Certificate required to be submitted to the stock exchange under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended December 31, 2022, has not been submitted to BSE. Additionally, the Compliance Certificate for the quarter ended March 31, 2023, following the closure of the financial year, has also not been submitted to BSE;
9. During the period under review, The report on Investor Grievance Redressal Mechanism (in XBRL format), required to be submitted to the stock exchange under Regulation
13(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ended December 31, 2022, has not been submitted to BSE. Furthermore, the Investor Grievance Redressal Mechanism report (in XBRL format) for the quarter ended March 31, 2023, following the closure of the financial year, has also not been submitted to BSE;
10. During the period under review, the quarterly certificate of System-Driven Disclosures (SDD) required to be submitted to the stock exchange under regulation 3 (5) and 3(6) of the SEBI (Prohibition of Insider trading) Regulations, 2015. has not been submitted to the BSE. Additionally, the certificate for the quarter ending March 31, 2023, following the closure of the financial year, was also not submitted to the BSE;
11. During the period under review, the disclosure regarding the closure of the trading window required to be submitted to the stock exchange as per SEBI (Prohibition of Insider trading) Regulations, 2015 for the quarter ended December 31, 2022, has not been submitted to the BSE. Additionally, the disclosure for the closure of the trading window for the quarter ending March 31, 2023, following the closure of the financial year, was also not submitted to the BSE;
12. During the period under review, the disclosure with respect to exemption from filing quarterly compliance report on Corporate Governance required to be submitted to the stock exchange under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has not been submitted to BSE;
13. During the period under review, the disclosures required to be submitted to the stock exchange through mail under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for the year ended March 31, 2022, has not been submitted to BSE;
14. During the period under review, The Annual Disclosure of Large Corporate Entity required to be submitted to the stock exchange as per SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, was submitted to BSE with a delay of 16 days;
15. During the period under review, the Compliance Certificate required to be submitted to the stock exchange under Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, was submitted to the BSE with a delay of 18 days.
16. During the period under review, the disclosure regarding the closure of the trading window required to be submitted to the stock exchange as per SEBI (Prohibition of Insider trading) Regulations, 2015 for the quarter ended June 30, 2022 was submitted to the BSE with a delay of 2 days.
17. During the period under review, The Annual Report required to be submitted to the stock exchange as per regulation 34 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was submitted to BSE with a delay of 32 days.
18. The Company has a website; however, it is not maintained in accordance with the requirements of the Act and SEBI guidelines.
19. The Company has not paid the Annual Listing Fees for the year ended 2023.
20. During the period under review, the company has taken unsecured loans which are in contravention of provisions of section 73 to 76 of the Companies Act, 2013 and rules made there under.
21. During the period under review, the company has contravened the provision of Section 96 with respect to the holding of Annual General Meeting. The 37th Annual General Meeting of the company which was required to be held on 31.12.2023 (after receiving the extension from Registrar) was held on February 22, 2023.
22. The composition of the Company's Board is not in compliance with regulations due to the absence of the required minimum number of independent directors. Consequently, the Audit Committee and the Nomination and Remuneration Committee are also not constituted as per the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. During the period under review, the Company has not transferred its unpaid and unclaimed dividend to the Investor Education and Protection Fund (IEPF) established by the Government of India, as per the provision of section 124 of Companies Act, 2013;
24. During the period under review, the Company has not transferred its shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, to IEPF account as per the provision of section 124 (6) of Companies Act, 2013.
25. During the period under review, the Company has not filed the necessary e-forms with the Registrar with respect to the following matters
• Appointment of Internal Auditor and Secretarial Auditor;
• Approval of Accounts for the financial year ended on 31.03.2023;
• Approval of Board Report for the financial year ended on 31.03.2023;
• Filing of all the resolutions passed in the AGM dated 22.02.2023;
• Form for filing Report on Annual General Meeting;
• E-form DPT-3, AOC-4 XBRL, MGT-7, IEPF-1, IEPF-2 & IEPF-4 are also not filed by the company.
And thus contravenes the provisions of the applicable sections of Companies Act, 2013. Management Reply:-
In response to the secretarial auditor's observations, the Board acknowledges the noncompliance issues, which were exacerbated by the severe financial impact of the COVID-19 pandemic. This situation led to operational and compliance challenges, culminating in the company's cessation of operations in February 2023 and entry into the Corporate Insolvency Resolution Process (CIRP) with shareholder approval. Despite the account being declared a Non-Performing Asset by Canara Bank and subsequent property auctions, the company has successfully addressed most past non-compliances and is actively working to resolve the remaining issues. The company remains committed to stabilizing operations, repaying outstanding debts, and achieving full regulatory compliance, aiming to resume business activities on a robust financial foundation.
In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed M/s. Varma Prashant & Associates, Chartered Accountants, Jaipur as Internal Auditors of the Company.
The Audit Committee of the Board of Directors, Statutory Auditors and the Management were periodically apprised the Internal Audit findings. The Company continued to implement their suggestions and recommendations to improve the same.
M/s. Verma Prashant & Associates, Chartered Accountants, Jaipur, Internal Auditor of the Company will also carry out Internal Audit of the Company for the financial year 2023-24.
COST AUDITORS
In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year ended March 31, 2023.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.
WEB ADDRESS OF ANNUAL RETURN
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 the Annual Return is available on the website of the Company and may be accessed at www.mayurgroups.com.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-III to this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits is available on the website of the Company at www.mayurgroups.com.
However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-TV and forms part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business, on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval was obtained from the Audit Committee of the Board for the related party transactions which are of repetitive nature and/or which can be foreseen. All related party transactions were placed before the Audit Committee for review and approval.
During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on related party transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the Company's website and may be accessed at www.mayurgroups.com. Your directors draw attention of the members to Note 39 to the standalone financial statements which set out related party disclosures in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD POLICIES
The details of the policies approved and adopted by the Board as required under the Act and Securities and the Listing Regulations can be accessed on the Company's website at https://mayurgroups.com/wpkam/governance/
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
The Company had received an order with respect to suspension of the trading of securities of the company due to non- Compliance with the SEBI. Apart from this no significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
The Company has an adequate internal control system commensurate with the size and nature of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee. Based on the report of the internal auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. During the year, no reportable material weakness in the design or operation of internal control system arid their adequacy was observed.
RISK MANAGEMENT
Your Company believes that managing risks helps in maximizing returns. The Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Company has a risk management framework in place for identification, evaluating and management of risks. In line with your Company's commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Audit Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Further, the risks associated to the Company's business are provided in the Management Discussion and Analysis Report.
PREVENTION OF INSIDER TRADING
In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('SEBI PIT Regulations'), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Company's shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Company's shares is closed.
CODE OF CONDUCT
The Board of Directors of the Company has adopted code of conduct for all Board Members and Senior Management Personnel of the Company and the said code of conduct is placed on the website of the Company at www.mayurgroups.com. All the Board Members and Senior Management Personnel have affirmed compliance with the applicable Code of Conduct for the financial year 2021-22. A declaration to this effect, signed by the CEO & Director of the Company is annexed herewith as Annexure-V arid forms part of this Report.
HUMAN RESOURCE
Human Resource is the most important element of the Company. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the direction of achieving stated goals all throughout the Company. The Company is taking sufficient steps for employee engagement and motivation. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, the Company provides them proper induction, training and knowledge up-gradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work.
DELISTING OF EQUITY SHARES
The members of the Company by passing a special resolution at their Annual General Meeting held on July 10, 2004, have permitted the Company to delist its shares from the regional stock exchanges i.e. Jaipur Stock Exchange Limited ("JSEL"), Delhi Stock Exchange Limited ("DSEL), Calcutta Stock Exchange Association Limited ("CSEAL") and Ahmedabad Stock Exchange Limited ("ASEL").
As on date, out of the above stated four stock exchanges, the equity shares of the Company have been delisted from the JSEL, DSEL and ASEL. Delisting application of the Company is still pending with the Calcutta Stock Exchange Association Ltd. since December 2004. In spite of several reminders, the Company did not get any response from the exchange in the matter of delisting status.
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
A Company Secretary in Practice carries out a Reconciliation of Share Capital Audit on a quarterly basis as per Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 read with SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, to reconcile the total admitted capital with depositories viz National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
CORPORATE GOVERNANCE REPORT
In accordance with the provisions of regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Board's Report as ANNEXURE VI.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC). The Company's POSH Policy is inclusive and gender-neutral, detailing the governance mechanisms for preventing sexual harassment issues relating to employees of all genders, including employees who identify themselves.
To build awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis. During the financial year, no complaint was received/ disposed of by the Company under the policy, and no complaint was pending as of March 31, 2024. An Annual Report for the calendar year 2023 by the Internal Complaints Committee (the "ICC") under Section 21 of the POSH Act has been submitted to the relevant authority.
CAUTION STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.
GENERAL DISCLOSURES
Your Directors state that all the necessary disclosure or reporting has been done, in respect of the following items as there were no transactions on these items during the year under review except point no 8:
1. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
2. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;
3. As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the Employees Stock Option Schemes;
4. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries except sitting fees as entitled as a NonExecutive Directors in subsidiary companies;
5. Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;
6. There was no revision of financial statements and the Board's Report of the Company during financial year; There has been no change in the nature of business of the Company;
7. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the financial year; and
8. The Company had obtained the approval of its members in the 37th Annual General Meeting of the Company and has made application under the Insolvency and Bankruptcy Code, 2016. However, now the company is in process of the withdrawal of the application upon the payment of all the obligations towards its creditors.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the valued contribution, cooperation and support extended to the Company by the Shareholders, Banks, Central Government, State Governments and other Government Authorities and look forward to their continued support. Your Directors also wish to express their deep appreciation for the dedicated and sincere services rendered by employees of the Company.