Dear Members,
Your directors present their 32nd Annual Report on the business and
operations of the Company and the accounts for the financial year ended 31st
March, 2024.
1. Financial summary or highlights/performance of the Company
The performance of the Company during the year ended 31st March 2024 has
been as under:
| Particulars |
2023-24 |
2022-23 |
| Gross Income |
4.25 |
2.87 |
| Expenses |
60.20 |
62.88 |
| Profit [Loss] Before Interest and |
|
|
| Depreciation |
(55.79) |
(59.85) |
| Provision for Depreciation |
0.16 |
0.16 |
| Exceptional Items |
NIL |
NIL |
| Net Profit [Loss] Before Tax |
(55.95) |
(60.01) |
| Provision for Tax |
NIL |
NIL |
| Net Profit [Loss] After Tax |
(55.95) |
(60.01) |
| Paid up Equity Share Capital |
823.50 |
823.50 |
| Basic Earnings [Loss] per share |
(0.68) |
(0.73) |
| Diluted Earnings [Loss] per share |
(0.68) |
(0.73) |
2. Brief description of the company's working during the year/state of company's
affairs
Work on the Company's real estate project is moving at a good pace and final layout
permission is expected to be received in the current year.
3. Material changes and commitments
There are no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which the financial
statements relate and the date of this report.
4. Dividend
Since the Company is incurring losses, the board of directors has not recommended any
dividend for the current financial year.
5. Transfer to reserve
The Company does not propose to transfer any amount to the general reserve for the
financial year ended 31stMarch 2024.
6. Share Capital
During the year the Company has not allotted any shares. The authorized share capital
of the
Company is 11,00,00,000 divided into 1,10, 00,000 equity shares of 10/- each.
The paid-up share capital is 8,23,50,000 divided into 82,35,000 equity shares of 10/-
each.
7. Directors and Key Managerial Personnel as on 31st March, 2024 and
details of change in Directors and Key Managerial Personnel
Your Directors believe that the Board must consciously create a culture of leadership
to provide a long-term vision and policy approach to improve the quality of governance.
The Board's actions and decisions are aligned with the Company's best interests.
The company has maintained an optimum combination of Executive and Non-Executive
Directors. The composition of the Board, Category, DIN and shareholding of Directors are
as follows:
| Sl No. Name of the Director |
Designation |
DIN |
No. of shares held |
| 1. Sri. Anil Agarwal |
Director (CFO) Promoter |
00040449 |
35,70,849 |
| 2. Smt. Nalini Agarwal |
Director (Non- Executive) |
07164298 |
- |
| 3. Sri. Rishabh Agarwal |
Whole-time Director, Promoter |
06963740 |
16,647 |
| 4. Sri. Raghavendra Rahul Korlam |
Director, Independent, Non- Executive Director, |
07461756 |
- |
| 5. Sri. Siddarth Sanghi |
Independent, Non- Executive |
00033401 |
- |
The Key Managerial personnel of the Company as on 31st March, 2024 were as
follows: Key Managerial Personnel (KMP)
| 1. Sri. Rishabh Agarwal |
: Whole-time Director, Promoter |
| 2. Sri. Anil Agarwal |
: CFO & Director |
| 3. Smt. Krati Garg |
: Company Secretary |
PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 32nd ANNUAL GENERAL MEETING
Approval of the shareholders is being sought for the re-appointment of Ms. Nalini
Agarwal, (DIN 07164298) as Director (Non- Executive) of the Company, who retires by
rotation at the ensuing Annual General Meeting of the Company and being eligible offers
herself for re-appointment in accordance with the provisions of the Companies Act and
pursuant to Articles of Association of the Company. Your Board recommends the
re-appointment of Ms. Nalini Agarwal as a Director of the Company.
8. Directors' Responsibility Statement
Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of
Directors of the company make the following statements, to the best of their knowledge and
belief and according to the information and explanations obtained by them: i. in the
preparation of the annual accounts, the applicable accounting standards have been followed
and there are no material departures; ii. they 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 the Company at the end of
the financial year and of the profit/loss of the company for that period; iii. they have
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 and detecting fraud and other irregularities; iv. they have prepared the
annual accounts on a going concern basis; v. they have laid down internal financial
controls to be followed by the company and such internal financial controls are adequate
and operating effectively; vi. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
9. Selection of Independent Directors
Considering the requirement of skill sets on the Board, eminent people having an
independent standing in their respective field/profession and who can effectively
contribute to the Company's business and policy decisions are considered by the Nomination
and Remuneration Committee, for appointment, as an Independent Director on the Board. The
Committee inter alia considers qualification, positive attributes, area of expertise and
number of Directorship(s) and Membership(s) held in various committees of other companies
by such persons in accordance with the Company's policy for selection of directors and
determining directors' independence. The Board considers the Committee's recommendation
and takes appropriate decision.
In the opinion of the Board the Independent Directors possess the integrity, expertise
and experience (including the proficiency) of the independent directors.
10. Declaration given by independent directors
The company has received necessary declarations from each Independent Director of the
company under Section 149(7) of the Companies Act, 2013.
11. Particulars of Employees
The company had no employees during the year 2023-2024 other than the three Key
Managerial Personnel.
12. Meetings of Board of Directors
The Board of Directors duly met 4 (Four) times on 20.05.2023, 11.08.2023, 14.11.2023,
and 12.02.2024 in respect of which meetings, proper notices were given and the proceedings
were properly recorded and signed in the Minutes Book maintained for the purpose. The
intervening gap between the meetings was not more than 120 days as prescribed under the
Companies Act, 2013.
13. Policy on Director's appointment and remuneration
The company has framed policy on directors' appointment and remuneration and other
matters as provided in section 178(3) of the Act and is referred to while taking decisions
under its purview.
14. Formal Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015,
the board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit and
Nomination & Remuneration Committees.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc
The Board and the Nomination and Remuneration committee reviewed the performance of the
individual directors on the basis of the 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. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of directors. The same was discussed in the board
meeting that followed the meeting of the independent Directors, at which the performance
of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.
The overall performance of the non-executive directors of the company is satisfactory.
The review of performance was based on the criteria of performance, knowledge, analysis,
quality of decision making etc.
15. Audit Committee
The Audit Committee of the company is duly constituted as per Section 177 of the
Companies Act, 2013.
Audit Committee has acted in accordance with the terms of Section 177 of the Companies
Act, 2013 (i) recommended for appointment, remuneration and terms of appointment of
auditors of the company;
(ii) reviewed and monitored the auditor's independence and performance, and
effectiveness of audit process;
(iii) examination of the financial statement and the auditors' report thereon;
(iv) approval or any subsequent modification of transactions of the company with
related parties; (v) scrutiny of inter-corporate loans and investments; if any (vi)
valuation of undertakings or assets of the company, wherever it is necessary; (vii)
evaluation of internal financial controls and risk management systems; (viii) monitoring
the end use of funds raised through public offers and related matters.
The Audit Committee consists of a combination of Director (CFO) and Non-Executive
Independent Directors and assists the Board in fulfilling its overall responsibilities.
The details of composition of Audit committee for the year ended 31.03.2024 is as
follows:
| Directors |
Chairperson/Member |
Category |
| Sri. Raghavendra Rahul Korlam |
Chairperson |
Independent Director |
| Sri. Siddarth Sanghi |
Member |
Independent Director |
| Sri. Anil Agarwal |
Member |
Non Independent, Chief Financial Officer |
Meetings and attendance at Audit Committee meetings during the year 2023 2024
| Sl. No. |
Date of meeting |
Total number of Members as on the date of meeting |
Number of Members attended |
| 1. |
20.05.2023 |
03 |
03 |
| 2. |
10.08.2023 |
03 |
03 |
| 3. |
14.11.2023 |
03 |
03 |
| 4. |
12.02.2024 |
03 |
03 |
16. Nomination and Remuneration Committee
The company has constituted the Nomination and Remuneration Committee under section 178
of the Companies Act, 2013.
The Nomination and Remuneration Committee consists of a combination of Non-Executive
Director and Non-Executive Independent Directors and assists the Board in fulfilling its
overall responsibilities. The details of composition of Nomination and Remuneration
committee for the year ended 31.03.2024 is as follows.
| Directors |
Chairperson/Member |
Category |
| Sri. Siddarth Sanghi |
Chairperson |
Independent Director |
| Sri. Raghavendra Rahul Korlam |
Member |
Independent Director |
| Smt. Nalini Agarwal |
Member |
Non Independent & Non- Executive Director |
Meetings and attendance of Nomination and Remuneration Committee Meetings during the
year 2023 2024
| Sl. No. |
Date of meeting |
Total No of Members as on the date of meeting |
Number of Members attended |
| 1. |
10.08.2023 |
03 |
02 |
The Nomination and Remuneration policy of the company is provided below: a) Selection
and evaluation of directors:
The board has based on the recommendations of the Nomination and Remuneration
Committee, laid down following policies.
1. Policy for determining qualifications, positive attributes and independence of a
director.
2. Policy for board & independent directors' evaluation. b) Performance evaluation
of board, committees and directors.
The company believes in a formal evaluation of the board and of the individual
directors, on an annual basis, is a potentially effective way to respond to the demand for
greater board accountability and effectiveness. For the company, evaluation provides an
ongoing means for directors to assess their individual and collective performance and
effectiveness. In addition to greater board accountability, evaluation of Board members
helps in:
a) More effective board processes.
b) Better collaboration and communication.
c) Greater clarity with regard to members roles and responsibilities.
The evaluation process covers the following aspects:
Self-evaluation of directors.
Evaluation of the performance and effectiveness of the board.
Evaluation of the performance and effectiveness of the committees.
Feedback from the non-executive directors to the Chairperson.
Feedback on management support to the board.
17. Risk management policy
The Risk Management Policy in place in the company enables the company to proactively
take care of the internal and external risks of the company and ensures smooth business
operations.
The company's risk management policy ensures that all its material risk exposures are
properly covered, all compliance risks are covered, and the company's business growth and
financial stability are assured. The board of directors decide the policies and ensure
their implementation to ensure protection of company from any type of risks.
18. Statutory Auditors
M/s, Nataraja Iyer & Co. Chartered Accountants were appointed as the Statutory
auditors of the Company at the 29th Annual General Meeting of members held on
30.09.2021 for a period of four years commencing from financial year 2021-22 upto 2024-25.
19. Board's comment on the Auditors' Report
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory.
20. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, Sri. Kashinath Sahu,
practicing Company Secretary has been appointed as Secretarial Auditor of the company for
the financial year under review. Secretarial Audit Report issued by Sri. Kashinath Sahu,
practicing Company Secretary is attached as Annexure I to this report and the same is
self-explanatory as the report is clean.
21. Cost Auditors
The provisions of Section 148 of the Companies Act, 2013 do not apply to the company.
Hence, the company has not appointed Cost Auditors for financial year 2023-24.
22. Reporting of frauds by auditors
During the year under review, neither the Statutory auditors nor the Secretarial
auditor has reported to the Audit committee, under Section 143 (12) of the Companies Act,
2013, any instance of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Directors Report.
23. Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism to report genuine concerns has been established. The mechanism provides
for adequate safeguards.
24. Prevention of Insider Trading
The company has adopted a code of conduct for prevention of insider trading with a view
to regulate trading in securities by the directors and designated employees of the
company. The code requires pre-clearance for dealing in the company's shares and prohibits
the purchase or sale of company shares by the directors and the designated employees while
in possession of unpublished price sensitive information in relation to the company and
during the period when the trading window is closed. The Company Secretary is responsible
for implementation of the code along with the management of the Company. Members of the
board have confirmed compliance with the code.
25. Internal Financial Controls
Internal Financial Controls are an integral part of the Risk Management framework and
processes that address financial as well as financial reporting provisions of the Act and
the Listing Regulations. The company has adequate Internal Financial Controls consistent
with the nature of business and size of the operations, to effectively provide for safety
of its assets, reliability of financial transactions with adequate checks and balances,
adherence to applicable statues, accounting policies, approval procedures and to ensure
optimum use of available resources. These systems are reviewed and improved on a regular
basis. It has a comprehensive budgetary control system to monitor revenue and expenditure
against approved budget on an ongoing basis. However, Company has not carried out any
business operation during the year.
26. Annual Return
The Annual Return of the Company as on 31st March 2023 is available on the
company's website and can be accessed at www.meilmedak.in.
27. Secretarial standards
The company complies with all applicable secretarial standards.
28. Particulars of loans, guarantees or investments under section 186
There were no transactions carried out during the year under section 186 with respect
to loans, guarantees and investments.
29. Significant and Material Orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the company and its future operations.
30. Particulars of contracts or arrangements with related parties
No contracts or arrangements have been entered into by the company with related parties
as referred to in sub-section (1) of section 188 of the Companies Act, 2013 except payment
of remuneration to CFO Sri. Anil Agarwal and Whole-time director Sri. Rishabh Agarwal
which were done in routine course at arm's length.
31. Subsidiary & associates/joint ventures
Company does not have any subsidiary/ associate company and joint ventures.
32. Corporate Governance Report and Management Discussion & Analysis
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015,
provisions relating to corporate governance are not applicable to your company and
therefore there is no separate report on corporate governance. However, in pursuance of
Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
a certificate from Sri. Kashinath Sahu, practicing Company Secretary, in compliance with
(i) of Point (10) of Para C of Schedule V of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as
Annexure-III and forms part of this Report. Management Discussion and Analysis Report,
pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of this report and same is attached as Annexure II.
33. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition And Redressal) Act, 2013
At present the company has no women employees other than a KMP.
34. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows: a) Conservation of energy: No energy conservation was considered
applicable during the year. (b) Technology absorption: Not Applicable. The foreign
exchange earned in terms of actual inflows during the year and the foreign exchange outgo
during the year in terms of actual outflows is as follows: Foreign Exchange Inflows: NIL
Foreign Exchange Outflows: NIL
35. Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social
Responsibility are not applicable to the company for the time being.
36. Deposits
The company has neither accepted nor renewed any deposits during the year under review.
As such no amount of principal or interest was outstanding on the date of the Balance
Sheet.
37. Transfer of Amounts to Investor Education and Protection Fund
Your company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
38. Listing with stock exchanges
The shares of the company are listed on The Bombay Stock Exchange. All dues to the
exchange have been paid in full.
39. The details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016
During the period under review, there was no application made nor any proceeding
initiated or pending under the Insolvency and Bankruptcy code, 2016.
40. The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof
During the period under review, there was no one time settlement with any bank nor are
there any outstanding loans.
41. General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the company under any
scheme save and except Employees' Stock Options Schemes referred to in this report.
There has been no change in the nature of business of the company.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There was no instance of onetime settlement with any bank or financial institution.
42. Acknowledgements
Your directors wish to place on record their appreciation of the contribution made by
the stakeholders, of the company and for their continued support.
| Date: 14.08.2024 |
By the order of the Board of Directors |
| Place: Medak |
for Manor Estates and Industries Limited |
|
Sd/- |
Sd/- |
|
Anil Agarwal |
Rishabh Agarwal |
|
Director |
Whole-time Director |
|
DIN: 00040449 |
DIN: 06963740 |
