To the Members,
Mahaveer Infoway Limited, Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and operations of your Company ('the Company') along with the audited "Financial statement for the "Fiscal Year ended March 31, 2024.The Consolidated performance of the Company and its subsidiaries has been referred to where required.
1. Financial performance:
The performance during the period ended 31st March, 2024 has been as under: (Amount In Lakhs.)
Standalone
Consolidated
2. Overview & state of the company's affairs: Revenues — Standalone
During the year under review, the Company has recorded an income of Rs. 541.31 (In Lakhs) and loss of Rs. 38.90 (In lakhs) as against the income of Rs. 410.56 (In Lakhs) and Profit of Rs. 32.93(in lakhs) in the previous financial year ending 31.03.2023. The Company is looking forward for good profit margins in near future.
Revenues — Consolidated
During the year under review, the Company has recorded an income of Rs. 541.31 (In Lakhs) and loss of Rs. 45.47 (in lakhs) as against the income of Rs. 410.56 (in lakhs) and Profit of Rs. 32.93 (in lakhs) in the previous financial year ending 31.03.2023. The Company is looking forward for good profit margins in near future.
3. Dividend
Keeping the Company's growth plans in mind, your directors have decided not to recommend dividend for the financial year 2023-2024.
4. Transfer to reserves
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.
5. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagement The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company's website.
6. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.
7. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company's operations in future.
8. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2024.
9. Details of utilization of funds:
During the year under review, the Company has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. Investor Education and Protection Fund (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.
11. Revision of financial statements:
There was no revision of the financial statements for the year under review.
12. Change in the nature of business, if any:
The Company has not undergone any change in the nature of business during the FY 2023-24.
13. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.
14. Subsidiary companies/Associate Companies:
The Company has no subsidiary/Associates Companies as on March 31, 2024.
15. Companies which have become or ceased to be subsidiaries:
M/s. Mahaveer Telecom Private Limited was struck off due to Non-functional subsidiary for several years. which resulted in its ceasing to be a subsidiary of the company with effect from 14.02.2024
16. Declaration from Independent Directors on Annual Basis:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).
17. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance 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 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 above criteria are 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 was conducted to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.
The Board reviewed 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.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
18. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
19. Authorised and paid-up capital of the company:
The Authorized Share Capital of the Company is Rs. 6,00,00,000/-(Rupees Six Crores only) divided into 60,00,000 equity shares (Sixty Lakhs only) of Rs. 10/- each.
The Paid –up capital of the company is Rs. 5,50,90,000/- (Rupees Five Crore Fifty Lakh and Ninety Thousand only) divided into 55,09,000 equity shares (Fifty Five Lakh and Nine Thousand only) of Rs.10/- each.
20. Directors and key managerial personnel:
As on date of this report, the Company has Six Directors, out of which three are Independent Directors including one women director and two are executive directors, and one non-executive Director.
a) Appointment/Re-appointment/Resignation of Directors of the Company
• Appointment of Mrs. Monika Ashish Rathi as company secretary and Compliance officer of the company with effect from 14.02.2024
• Re- Appointment of Mr. Ashok Kumar Jain as Managing Director of the company with effect from 07.08.2023
• Completion of tenure of Mr. Budhi Prakash Toshniwal and Mr. Vinit Maharia as Independent Director of the company w.e.f. 26.03.2024
• Appointment of Mr. Satish khemchand khivsara as an Independent director of the company
• Appointment of Mr. Dhirendra Kumar Jain as an Independent director of the company
• Re- Appointment of Mrs. Kanika Suri as an Independent Director of the company
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2023-24
• Mr. Ashok Kumar Jain, Managing Director of the company.
• Mr. Vijay Jain, Executive Director of the company.
• Mrs. Monika Ashish Rathi as company secretary and Compliance officer of the company.
21. Board meetings &directors' attendance:
The Board of Directors duly met 5(Five) times i.e. 29 May, 2023 , 10 August, 2023 , 14 November, 2023 , 14February, 2024 and 26 March 2024. The maximum time gap between any two Board meetings during this period did not exceed 120 days at any point in time.
SL Name of the Director Category Attendance Particulars
22. Committees of the board:
The Company has four Board-level Committees - Audit Committee, Stakeholder Relationship Committee, Nomination & Remuneration Committee and Risk Management Committee. All decisions pertaining to the constitution of Committees, appointment of members and fixing of terms of service for Committee members are taken by the Board of Directors. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided in Boards Report:
23. Audit committee:
Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:
The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter-alia, includes i. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services; iii. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. iv. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to: (a) Matters required to be included in the directors' responsibility statement to be included in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of the Act; (b) Changes, if any, in accounting policies and practices and reasons for the same; (c) Major accounting entries involving estimates based on the exercise of judgment by management; (d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (f) Disclosure of any related party transactions; (g) Modified opinion(s) in the draft audit report; v. Review of the quarterly and half yearly financial results with the management before submission to the board for approval; vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; vii. Review and monitor statutory auditor's independence and performance and effectiveness of audit process; viii. Approval or any subsequent modification of transactions with related parties; ix. Scrutiny of inter-corporate loans and investments; x. Review of valuation of undertakings or assets of the company wherever it is necessary; xi. Evaluation of internal financial controls and risk management systems; xii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems; xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit; xiv. discussion with internal auditors of any significant findings and follow up there on; xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; xvi. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any; xviii. Review the functioning of the whistle blower mechanism; xix. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate xx. Review of the following information:
(a) Management discussion and analysis of financial condition and results of operations; (b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; (c) Management letters / letters of internal control weaknesses issued by the statutory auditors; (d) Internal audit reports relating to internal control weaknesses; (e) The appointment, removal and terms of remuneration of the Chief Internal Auditor; (f) Statement of deviations:
• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.
• Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus in terms of Regulation 32(7) of the Listing Regulations. xxi. Carrying out any other function as may be referred to the Committee by the Board. xxii. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.
B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION: i. management discussion and analysis of financial condition and results of operations; ii. management letters / letters of internal control weaknesses issued by the statutory auditors; iii. internal audit reports relating to internal control weaknesses; and iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. v. statement of deviations: vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). vii. annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).
C. COMPOSITION, MEETINGS & ATTENDANCE:
The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, withMr. Budhi Prakash Toshniwal as Chairman of the Committee, having the relevant accounting and financial management expertise. The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31st March 2024 are as under:
# appointed w.e.f 26.03.2024
The Audit Committee met 4 times during the financial year 2023-24 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 29 May, 2023, 10 August, 2023, 14 November, 2023 and 14 February, 2024. Requisite quorum was present at the above Meetings.
All the recommendations of the Audit Committee have been accepted by the Board of Directors. During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.
The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 22ndSeptember, 2023.
24. Nomination and remuneration committee: The Nomination and Remuneration Committee (‘NRC') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE
To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving: a. To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. b. To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders. c. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal.
d. To carry out evaluation of every Director's performance. e. To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees. f. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. g. To formulate the criteria for evaluation of Independent Directors and the Board. h. To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria. i. devising a policy on diversity of board of directors; j. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. k. Recommend to the board, all remuneration, in whatever form, payable to senior management.
B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:
There was two (2) Nomination and Remuneration Committee Meetings held during the financial year 2023-2024 on14.02.2024 and 26.03.2024.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.3 "Independent Director" means a Director referred to in sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:
• General understanding of the Company's business dynamics, global business and social perspective;
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the following requirements:
• shall possess a Director Identification Number;
• shall not be disqualified under the companies Act, 2013;
• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee member, the Committee Meeting; • shall abide by the code of Conduct established by the Company for Directors and senior Management personnel; • shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;
• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.
3.2 Criteria of Independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
An independent Director in relation to a Company, means a director other than a managing Director or a whole-time Director or a nominee Director i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience; ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company [or member of the promoter group of the listed entity]; iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company; iv. who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the 68[three] immediately preceding financial years or during the current financial year; v. none of whose relatives—a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or associate company, respectively, or such higher sum as may be specified; b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the three immediately preceding financial years or during the current financial year; c. has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the three immediately preceding financial years or during the current financial year; or d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower.] vi. who, neither himself ["/herself], nor whose relative(s) —a. holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company [or any company belonging to the promoter group of the listed entity,] in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed: [Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment.] b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or (ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm; c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the listed entity; e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity; vii. who is not less than 21 years of age. viii. who is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director: 3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their Directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.
3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public limited companies.
3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.
3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds Directorships.
For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the companies Act, 2013 shall be excluded.
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.
The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the Directors, key managerial personnel and other employees of the Company.
1.2 Terms and Reference:
In this policy the following terms shall have the following meanings: 2.1 "Director" means a Director appointed to the Board of the Company. 2.2 "key managerial personnel" means (i) The Chief Executive Officer or the managing Director or the manager; (ii) The Company Secretary; (iii) The Whole-time Director; (iv) The Chief Financial Officer; and (v) Such other office as may be prescribed under the companies Act, 2013
2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1The Board on the recommendation of the Nomination and Remuneration (NR)
3.1.2The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.
3.1.3The remuneration structure to the Executive Director and key managerial personnel shall include the following components: (i) Basic pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.
3.2 Remuneration to Non – Executive Directors
3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.
3.2.2 Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
1.3.1Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.
C. MECHANISM FOR EVALUATION OF THE BOARD
Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.
In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/ CIR/ P/ 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.
The Directors were given six Forms for evaluation of the following: (i) Evaluation of Board; (ii) Evaluation of Committees of the Board; (iii) Evaluation of Independent Directors; (iv) Evaluation of Chairperson; and (v) Evaluation of Managing Director and Whole-time Director The Directors were requested to give following ratings for each criteria:
1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.
The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has informed that the performance of Directors is satisfactory.
OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:
5.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.
5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.
5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.
5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5 committees across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded 25. Stakeholder's relationship committee: Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia include: (i) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
(ii) Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.
(iii) Review of measures taken for effective exercise of voting rights by shareholders
(iv) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
(v) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.
(vi) Such other matter as may be specified by the Board from time to time.
(vii) Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.
The SRC Committee met 4 times during the financial year 2023-24 and the gap between any two meetings did not exceed 120 days. The dates on which the SRC Committee Meetings held were: 29 May, 2023, 10 August, 2023, 14 November, 2023 and 14 February, 2024. Composition of committees and member's attendance at the meetings during the year are as under:
*Retire w.e.f 26.03.2024 # appointed w.e.f 26.03.2024
DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2023-24:
26. Risk Management Committee: -
The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors. However, to further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors voluntarily constituted a Board level Risk Management Committee (RMC).
A.) Composition:
The Details of composition of the Committee are given below:
Role and responsibilities of the committee includes the following:
• Framing of Risk Management Plan and Policy.
• Overseeing implementation of Risk Management Plan and Policy
• Monitoring of Risk Management Plan and Policy
• Validating the process of risk management
• Validating the procedure for Risk minimisation.
• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.
• Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.
27. Statutory audit and auditors report
The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for appointment of M/s. Kalyana & Co., Chartered Accountants, Statutory Auditor of the company for a period of 5 years in the AGM held on 22nd September 2023 to hold office up to the conclusion of 37th AGM of the Company to be held for financial year 2027-28.
The Auditors' Report for fiscal year 2023-2024 does not contain any qualification, reservation or adverse remark.The Auditors' Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated Audited Financial Results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.
28. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024 The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Company Secretaries (CP No. 22563 ) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report.
Secretarial Auditors Qualification:
The qualifying remarks, reported by the Secretarial Auditor in their report for the Financial Year ended 31st March, 2024 and the explanations of the management are tabulated below:
29. Internal Auditor
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and activities of the Company. The Statutory auditor did not have peer review certificate for audit verification. Company was undertaken by Mr. Madhu Bandru as Internal Auditor of the Company. Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.
30. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.
31. No Frauds reported by statutory auditors:
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
32. Declaration by the Company:
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
33. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil 2. Foreign Exchange Outgo: Nil
34. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company's website URL: https://www.minfy.com.
35. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the IDs of the Company have registered themselves with the India Institute of Corporate
Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
36. Internal Financial Control;
Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly
37. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
38. Director's Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2024: a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same; b) the Directors have 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 your Company as on 31 March 2024 and of the profit and loss of the Company for the financial year ended 31 March 2024; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on a going concern basis; e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.
39. Composition of CSR Committee and Contents of CSR Policy:
Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
40. Risk Management:
The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.
41. Credit & guarantee facilities:
The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from Axis Bank of INR 1.25 Crore was given by the Axis Bank.
42. Investor Relations:
The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/ analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company's website.
43. Related Party Transactions:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The transactions with the related parties are routine and repetitive in nature.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-II to this report.
44. Corporate governance and shareholders information:
Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.
45. Vigil mechanism/ whistle blower policy:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company https://www.minfy.com.
46. Statement showing the names of the top ten employees in terms of remuneration Drawn and the name of every employee as per rule 5(2) & (3) of the companies (appointment & remuneration) rules, 2014: Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in this Report.
The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
47. Ratio of remuneration to each director:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of (Mr. Ashok Kumar Jain), Managing Director of the Company to the median remuneration of the employee is 2:1.
48. Shares transferred to investor education and protection fund:
No shares were transferred to the Investor Education and Protection Fund during the year under review.
49. Insurance:
The properties and assets of your Company are adequately insured.
50. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
51. Industry based disclosures as mandated by the respective laws governing the company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
52. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the Company.
53. 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. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.
54. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
55. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
56. CEO/ CFO Certification:
Certification from the Managing Director on the financial statements u/r regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 is annexed in this Annual Report.
57. Code of conduct for the prevention of insider trading:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company athttps://www.minfy.com.
58. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been received.
59. Policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www.minfy.com.
60. Deviations, if any observed-on funds raised through public issue, preferential Issue etc:
During the year under review, company has not raised any funds from public or through preferential allotment.
61. Details of application made or proceeding pending under insolvency and bankruptcy code, 2016:
During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
62. Details of difference between valuation amount on one time settlement and Valuation while availing loan from banks and financial institutions:
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
63. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 33rd Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.
64. Event Based Disclosures:
During the year under review, the Company has not taken up any of the following activities: 1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA 5. Buy back shares: NA
6. Disclosure about revision: NA 7. Preferential Allotment of Shares: NA
65. Appreciation & acknowledgement:
Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.
Your directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, Banks etc. for their continued support for the growth of the Company.
For and on behalf of the Board of Mahaveer Infoway Limited