To
The Members,
Maheshwari Logistics Limited,
Vapi.
Your directors take pleasure in presenting their 17th Annual
Report on the business and operations of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance of the Company for the year ended on 31st
March, 2023 and the previous financial year ended 31st March, 2022 is given
below: (Amount in Lakhs)
Particulars |
Standalone |
Consolidated |
|
31st March 2023 |
31st March 2022 |
31st March 2023 |
31st March 2022 |
Net Sales/Income from Business operations |
1,14,436.11 |
1,03,466.52 |
1,14,904.79 |
1,03,488.97 |
Other Income |
185.73 |
289.03 |
248.85 |
269.77 |
Total income |
1,14,621.85 |
1,03,755.55 |
1,15,153.64 |
1,03,758.74 |
Less: Expense (Excluding depreciation and Finance Cost) |
1,09,376.46 |
98,304.38 |
1,09,896.49 |
98,298.68 |
Profit before Depreciation and Finance Cost |
5,245.39 |
5,451.17 |
5257.15 |
5460.06 |
Less: Depreciation |
1,184.30 |
1,220.73 |
1,184.63 |
1,220.73 |
Less: Finance Cost |
2,249.29 |
1,863.03 |
2,249.30 |
1,863.11 |
Profit before Exceptional & extra-ordinary items &
Tax |
1,811.80 |
2,367.41 |
1,823.22 |
2376.22 |
Less: Exceptional Item |
- |
- |
- |
- |
Add/Less: Extra Ordinary Items |
- |
- |
- |
- |
Profit before Tax |
1,811.80 |
2,367.41 |
1,823.22 |
2,376.22 |
Less: Current tax |
364.05 |
585.43 |
374.65 |
594.05 |
Less: Deferred tax |
80.79 |
67.06 |
100.38 |
67.06 |
Net Profit/ (Loss) after Tax for the year |
1,366.96 |
1,714.92 |
1,348.20 |
1,715.11 |
Despite challenges, the Company remained focused on delivering value
through customized solutions, operational excellence and enhanced digitization. With
strong customer partnerships, deep solution capabilities, customer expansion, process
efficiencies and product innovations across the organization, the Company was able to
maintain profitable growth in the prevalent economic scenario.
TRANSFER TO RESERVE
The Board has decided not to transfer any amount to the General
Reserves. The profits earned during the financial year have been retained in the Profit
& Loss Account of the Company for business and operations of the Company.
DIVIDEND
The company anticipates significant capital expenditure and investment
requirements in upcoming period to support growth initiatives and operational efficiency.
Retaining earnings will enable us to fund these strategic investments effectively. Hence
your company does not recommend any dividend for the financial year 2022-23.
The Company has not paid any Interim Dividend during the financial year
under review.
BUSINESS OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
Total revenue of the Company for the FY-2022-23 is 1,14,621.85 Lakhs
on standalone basis as compared to 1,03,755.55 Lakhs in previous year depicting a rise
in total revenue of 10.47% year on year basis. It is resulting in Profit Before Tax (PBT)
of 1,811.80 Lakhs as against
2,367.41 Lakhs in the previous year depicting a fall of 23.47%. Net
profit of the Company stood at 1366.96 Lakhs as against 1714.92 Lakhs in the previous
year depicting a fall of 20.29%.
On Consolidated basis total revenue of our Company is 1,15,153.64
Lakhs and Profit Before Tax (PBT) is 1,823.22 Lakhs.
Total revenue of the Maheshwari Logistics (India) LLP, for the
FY-2022-23 is 1,545.85 Lakhs on standalone basis as compared to the
1,589.75 Lakhs in previous year. It is resulting in Loss Before Tax
(LBT) of (35.83) Lakhs as against Profit of 28.34 Lakhs in the previous year.
CHANGE IN THE NATURE OF BUSINESS
There have been no changes in the nature of the business and operations
of the Company during the financial year under review.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes and commitments affecting the financial position of
the Company have occurred after the end of the financial year 2022-23 till the date of
this report.
CAPITAL STRUCTURE
The paid-up Equity Share Capital as on March 31, 2023 was
29,59,72,000/-. During the period under review, the Company has not
granted any stock options nor sweat equity. The Company has also not purchased its own
shares by employees. However, the company holds 3,64,629 shares under the trust named MLL
EMPLOYEE WELFARE TRUST by trustees for the benefit of employees.
Your Company's equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository Services (India)
Limited. All the shares of the Company are in dematerialized form as on 31st March, 2023.
CREDIT RATING
A detail of Credit rating of the Company is described in Corporate
Governance Report forming part of the Annual Report. It is also available on website of
the Company at www.mlpl.biz.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF
The Ministry of Corporate Affairs under Section 124 and 125 of the
Companies Act, 2013 requires dividends that are uncashed/unclaimed by the shareholders for
a period of seven consecutive years, to be transferred to the Investor Education and
Protection Fund (IEPF). During the year under consideration, no amount was due for
transfer to IEPF in accordance with Section 125 of the Companies Act, 2013. The details of
unclaimed dividend along with their due dates for transfer to IEPF areas below. a) Year
wise amount of unpaid/unclaimed dividend lying in the unpaid account at the Year and the
corresponding shares, which are liable to be transferred to the IEPF, and the due dates
for such transfer;
For the Financial Year |
Type of Dividend |
Balance in Unpaid Account |
Corresponding Shares
liable to transfer to the IEPF |
Due dates for transfer to
IEPF |
2017-18 |
Interim Dividend |
5,000.00 |
10,000 |
21.09.2024 |
|
Final Dividend |
5,000.00 |
10,000 |
22.10.2025 |
2018-19 |
Final Dividend |
8,413.20 |
7,011 |
13.10.2026 |
2019-20 |
Final Dividend |
- |
- |
- |
2020-21 |
Final Dividend |
32,839.00 |
70,540 |
29.09.2028 |
2021-22 |
Final Dividend |
64,250.00 |
1,36,764 |
29.09.2029 |
b) The amount of donation, if any, given by the company to the IEPF: -
N.A c) Other amounts transferred to the IEPF, if any, during the year: - NIL d) Nodal
officer details: The details of IEPF are available on company's website
http://mlpl.biz/shareholders-information.html.
DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED
During the year and up to the date of this report following changes
took place in the Compositions of the Board of Directors and Key Managerial Personnel of
your Company;
Sr. No. |
Name of Director / Key
Mangerial Personnel |
Nature of Change |
Mode of Appointment/
Cessation |
Effective Date of Change |
1. |
Nandula. Vamsikrishna |
Resignation of Company Secretary |
By Board of Directors |
16.08.2022 |
2. |
N. Aparna |
Appointment of Company Secretary |
By Board of Directors |
16.08.2022 |
3. |
N. Aparna |
Resignation of Company Secretary |
By Board of Directors |
14.11.2022 |
4. |
Nandula. Vamsikrishna |
Appointment of Company Secretary |
By Board of Directors |
15.11.2022 |
5. |
Palash Maheshwari |
Appointment of Additional Director |
By Board of Directors |
13.07.2023 |
6. |
Shubham Maheshwari |
Appointment of Additional Director |
By Board of Directors |
13.07.2023 |
7. |
Vinay Maheshwari |
Resignation of Whole Time Director |
By Board of Directors |
13.07.2023 |
8. |
Amit Maheshwari |
Resignation of Whole Time Director |
By Board of Directors |
13.07.2023 |
9. |
Mukta Maheshwari |
Resignation of Non - Executive Director |
By Board of Directors |
13.07.2023 |
Sr. No. |
Name of Director / Key
Mangerial Personnel |
Nature of Change |
Mode of Appointment/
Cessation |
Effective Date of Change |
10. |
Giriraj Laddha |
Resignation of Independent Director |
By Board of Directors |
13.07.2023 |
11. |
Neeraj Maheshwari |
Resignation of Chief
Executive Officer (CEO) |
By Board of Directors |
13.07.2023 |
12. |
Pradeep Kumar Dad |
Appointment of Chief
Executive Officer (CEO) |
By Board of Directors |
13.07.2023 |
13. |
Arvind Dubey |
Appointment of Chief
Financial Officer (CFO) |
By Board of Directors |
13.07.2023 |
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
The Board of Directors are collectively responsible for selection of a
member on the Board. The Nomination and Remuneration Committee of the Company follows a
defined criterion for identifying, screening, recruiting and recommending candidates for
election as a Director on the Board. Board of Directors are of the opinion that
Independent Directors appointed during the financial year shall possess a requisite
qualification, experience and expertise which will help in the development of the Company.
DIRECTORS RETIRE BY ROTATION
In accordance with the provisions of section 152[6] of the Act and in
terms of the Articles of Association of the Company, Mr. Varun Kabra, Managing Director
/ Whole Time Director (DIN: 02760600) is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-appointment. The Board
recommends his re-appointment.
The disclosures required pursuant to Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is
given in the Notice of AGM and in the Corporate Governance Report, forming part of the
Annual Report. Attention of the Members is also drawn to the relevant items in the Notice
of the AGM.
CODE OF CONDUCT
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
of LODR Regulations, the Company has devised a Policy for Directors; appointment and
remuneration including criteria for determining qualifications, performance evaluation and
other matters of Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of both non-executive directors and
executive directors and the policy for Nomination and Remuneration is available on the
website of the company at the link http://mlpl.biz/img/pdf/NOMINATION%20and%20
REMUNERATION.pdf The Board has carried out the annual performance evaluation of its own
performance as well as the evaluation of the working of its committees. A separate
exercise was carried out to evaluate individual Director Performance including that of the
Chairman and the Managing
Director, who were evaluated on parameters such as engagement level,
contribution, independence of judgment, safeguarding the Company interests and its
minority shareholders etc. The Board of Directors expresses its satisfaction with the
evaluation process.
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and specified employees in the course of day-to-day
business operations of the company. Such code of conduct has also been placed on the
Company's website. The Code lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. The Code gives guidance on the
expected behavior from an employee in a given situation and the reporting structure.
DECLARATION BY INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors are in
accordance with the Listing Regulations and also as per the provisions of the Companies
Act, 2013 ("Act") read with Schedule IV to the Act.
Your Company has received annual declarations from all the Independent
Directors of the Company under sub - section (7) of section 149 confirming that they meet
with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the
circumstances which may affect their status as Independent Director during the year.
Your Company has also received confirmation that Independent Directors
are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact his/ her ability to discharge his/her duties with
an objective independent judgment and without any external influence and that he/she is
independent of the management. They have also complied with the Code for Independent
Directors prescribed in Schedule IV to the Act and Code of Conduct for directors and
senior management personnel formulated by the company.
All the Members of the Board and the Management Committee have afirmed
their compliance with the Code of Conduct as on 31st March, 2023 and a declaration to that
effect, signed by the chairman, is attached and forms part of this Report as ANNEXURE-H.
BOARD AND COMMITTEE MEETINGS
The board meets at regular intervals to discuss and review the
company's policies and strategy apart from the board matters. The Notice for the
board meeting is given well in advance to all the directors.
During the year the Board met 5 (Five) times, details of which are
provided in Corporate Governance Report, forming part of this Annual Report. The
intervening gap between the meetings was within the limits prescribed under the Companies
Act, 2013 and LODR Regulations, 2015.
COMMITTEES OF THE BOARD: -
The Board of Directors has constituted following mandatory committees,
Viz.
01. Audit Committee
02. Nomination & Remuneration Committee (NRC)/Compensation
Committee 03. Stakeholders Relationship Committee (SRC) 04. Corporate Social
Responsibility Committee (CSR) Details such as terms of reference, powers, functions,
meetings, membership of committee, attendance of directors etc., are dealt with in
Corporate Governance Report forming part of this Annual report. Board has accepted all
recommendations made by the Audit Committee during the year.
GENERAL MEETING:
The 16th (Previous) Annual General Meeting (AGM) of the Company was
held on September 30, 2022.
DIRECTOR RESPONSIBILITY STATEMENT: -
Pursuant to section 134(5) of the Companies Act, 2013, your Directors,
based on the representations received from the Operating Management confirm that: (a) in
the preparation of annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (b) the Directors have
selected the accounting policies in consultation with Statutory Auditors 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 and loss of the company for that period; (c) the
Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, safeguarding the
Company assets and for the prevention and detection of fraud and other irregularities; (d)
the Directors have prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down adequate Internal Financial_Controls
to be followed by the company and that such Internal Financial Controls were operating
effectively during the Financial Year ended 31st March, 2022;
(f ) the Directors have devised proper systems to ensure compliance
with applicable law provisions and that such systems are adequate and operating
effectively;
INTERNAL FINANCIAL CONTROL
The Company has an internal financial control system, commensurate with
the size, scale and complexity of the operations. The internal audit function is carried
out by the internal auditor appointed by the Company. The main function of internal audit
is to monitor and evaluate adequacy of internal control system in the Company, its
compliances with the operating systems, accounting procedures and policies at all Company
locations. Based on the internal audit function report, process owners take corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions are reported to the Audit Committee.
Your Company recognizes that Internal Financial Controls can provide
absolute assurance of achieving financial, operational and compliance reporting objectives
because of its inherent limitations. Also, projections of any evaluation of the Internal
Financial Controls to future periods are subject to the risk that the Internal Financial
Control may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate. Accordingly, regular audits
and review processes ensure that such systems are reinforced on an ongoing basis.
REPORTING OF FRAUDS BY AUDITORS & COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations, adverse remarks or
disclaimers made by M/s. Kakaria and Associates LLP, Statutory Auditors in their Audit
Report and by M/s. Shilpi Thapar & Associates, Secretarial Auditors, in their
Secretarial Audit Report for the F.Y. 2022-23.
During the year under review, the Statutory Auditors, and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,
2013, details of which needs to be mentioned in this Report.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE ENTITIES
As on 31 March, 2023 and the date of this report, the Company has 2
unlisted subsidiaries, one of which is wholly-owned subsidiary (herein after referred as
"WOS"). The wholly-owned subsidiary and subsidiary company primarily deals in
the business of selling and servicing of heavy vehicle and manufacturing of Printed mono
carton & corrugated boxes. The WOS was incorporated on 19.01.2023 due to which it has
no contribution in the revenue and performance of the company, rest all the
subsidiaries/WOS are operating efficient and continuing to contribute to the overall
growth in revenues and performance of the Company.
Vidhik Prints Private Limited |
U21099GJ2022PTC135408 |
Subsidiary |
Maheshwari Motor Service Private Limited |
U50400GJ2023PTC138525 |
Wholly- Owned Subsidiary |
There are no associate and/or joint venture to be reported during the
financial year under review.
DEPOSITS
Company has not accepted any public deposit within the meaning of
section 73, of Companies Act, 2013 read with the companies (Acceptance & Deposits)
Rules, 2014 and there is no outstanding deposit due for re-payment.
PARTICULARSOFLOANS,GUARANTEESANDINVESTMENT
Particulars of the loan given, investment made or guarantee given or
security provided and the purpose for which the loan or guarantee or security is proposed
to be utilized by the recipient of the loan or guarantee or security are provided in the
notes to the Financial Statements, if any.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The note for Related Party Transactions Particulars of
transactions with Related Parties' pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same
forms part of this report as ANNEXURE A. The Board of Directors approved a policy
on related party transactions which is available on the Company's website at the web
link: https:// mlpl.biz/img/pdf/policy-on-related-party-transactions.pdf Further, Related
Party Disclosure required pursuant to Schedule V of Listing regulation is not applicable
to the Company, as there are no such transactions during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Section 135 of the Companies Act, 2013 mandates every Company having a
minimum net worth threshold limit, turnover or net profit to constitute a Corporate Social
Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall
indicate activities to be undertaken by the Company as specified in Schedule VII to the
Companies Act, 2013 and duly approved by the Board as well as to fix the amount of
expenditure to be incurred on the activities and to monitor the CSR Policy from time to
time. Since the Company falls within the minimum threshold limits, it has constituted a
CSR Committee of the Board and formulated a CSR Policy which is available on the
Company's website at www.mlpl.biz. The key areas of the CSR Policy are education,
preventive health care, sanitation and environment. The CSR Report, forming part of this
Report, is furnished as ANNEXURE- B.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
attached as ANNEXURE-C and forms part of this Report.
RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 and relevant
regulations of Listing Regulations, 2015, the Company has adopted a Risk Management policy
for the identification and implementation of a Risk Mitigation Plan of the Company. The
Company has included appropriate procedures to inform the Board about the risk assessment
and minimization procedures. The Board periodically revisits and reviews the overall risk
management plan for making desired changes in response to the dynamics of the business.
VIGIL MECHANISM AND WHISTLE BLOWER
The Company promotes ethical behavior in all its business activities
and has established a vigil mechanism for its Directors, Employees and Stakeholders
associated with the Company to report their genuine concerns. The Vigil Mechanism as
envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through
the Whistle Blower Policy, to provide for adequate safeguards against victimization of
persons who use such mechanism and make provision for direct access to the Chairperson of
the Audit Committee. The Whistle Blower Policy has been appropriately communicated within
the Company and has also been posted on the Website of the Company at
http://mlpl.biz/img/pdf/whistle_blower_policy.pdf. No personnel have been denied access to
the audit committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL
AUTHORITY:
There are no significant material orders passed by the Regulators or
Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
AUDITORS' AND AUDITORS' REPORT
(a) Statutory Auditors
M/s. Kakaria and Associates LLP, Chartered Accountants were appointed
as Statutory Auditors of the Company at the 16th Annual General Meeting held on September
30, 2022, for a term of 5 (five) consecutive years, up to the 21st Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditors in their report for the financial year ended March 31, 2023.
Pursuant to provisions of section 143 (12) of the Companies Act 2013, the Statutory
Auditors have not reported any incident of fraud to the Audit Committee during the year
under review.
The Board has duly reviewed the Statutory Auditors' Report on the
Accounts. The observations and comments, appearing in the Auditors' Report are
self-explanatory and do not call for any further explanation / clarification by the Board
of Directors as provided under section 134 of the Act.
(b) Secretarial Auditor and Report there on.
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Shilpi Thapar &Associates, Practicing Company Secretary
(Membership No. 5492 and Certificate of Practice No.6779), to conduct Secretarial Audit
for the F.Y 2022-23.
The Secretarial Audit Report for the financial year ended March 31,
2023 is annexed herewith and marked as ANNEXURE-D to this Report. The Secretarial
Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.
Pursuant to the recommendation of the Audit Committee, the Board of
Directors have re-appointed M/s. Shilpi Thapar & Associates, Practicing Company
Secretary (Membership No. 5492 and Certificate of Practice No. 6779) to conduct the
Secretarial Audit for FY 2023-24 at its meeting held on May 30, 2023.
(c) Cost Auditors & Cost Audit Report
Section 148 of the Companies Act 2013 read with Rules made thereunder
mandates every Company belonging to category prescribed in the said Rules to undertake a
Cost Audit. The company is not required to mandatorily appoint Cost Auditors and maintain
cost records as per section 148(1) due to nature of business activities carried on by the
Company.
(d) Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2022-23 for
all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued
thereunder as prescribed under Regulation 24A of SEBI (LODR) Regulations, 2015.
The Annual Secretarial Compliance Report has been submitted to the
stock exchanges within 60 days of the end of the financial year on dated 29.05.2023, which
was issued by the Ms. Shilpi Thapar of M/s. Shilpi Thapar & Associates, Practicing
Company Secretary (Membership No. 5492 and Certificate of Practice No. 6779).
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to
Meetings of the Board of Directors' and General Meetings'
respectively, have been duly complied by your Company.
ANNUAL RETURN
In accordance with Companies Act, 2013, Annual return for 2022-23 is
available on the website of the Company at https://mlpl.
biz/img/pdf/docupload-2023/sept/Draft_Annual%20Return_2023.pdf
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statement of the Company is also being
presented in the Annual Report in addition to the standalone financial statement of the
Company.
STATEMENT OF DEVIATION OR VARIATION
Disclosure pertaining to statement on deviation or variation in
connection with certain terms of a public issue, rights issue, preferential issue etc. are
not applicable to the Company as the proceeds made from the public issue has been fully
utilized.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read
with Schedule V thereto is attached herewith to this report.
CORPORATE GOVERNANCE
The Company is committed to maintain the steady standards of corporate
governance and adhere to the corporate governance requirements set out under extant law.
The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing
Regulations read with Schedule V thereto is placed in a separate section forming part of
the Annual Report.
Compliance certificate from practicing company secretaries regarding
compliance of conditions of corporate governance is attached herewith and marked as ANNEXURE-E
to this report.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense
account during the year.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at the workplace
and has adopted a policy on prevention prohibition and redressal of sexual harassment at
the workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for the
prevention and redressal of complaints of sexual harassment at the workplace. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. The following is a summary of sexual harassment complaints received and
disposed of during the year: a) Number of complaints pending at the beginning of the year:
-NIL b) Number of complaints received during the year: - NIL c) Number of complaints
disposed of during the year: - NIL d) Number of cases pending at the end of the year: -NIL
BUSINESS RESPONSIBILITY REPORT
Securities Exchange Board of India vide its notification no.
SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015 has amended the SEBI Listing
Regulations whereby mandating for the top 500 (Now Top 1000) listed entities based on
market capitalization (calculated as on March 31 of every financial year), business
responsibility report describing the initiatives taken by them from an environmental,
social and governance perspective, in the format as specified by the Board from time to
time: As the Company does not falls under the top 1000 listed Company by market
capitalization as per the list published by the National Stock Exchange of India Limited
(NSE) for the year ending March 31, 2023, the Business Responsibility Report required
under Reg. 34(2)(f ) of SEBI LODR is not forming part of this report.
CAPITAL EXPENDITURE
During the Financial year 2022-23, the company has incurred a capital
expenditure of 3,542.26/- lakhs. The same amount invested for acquiring commercial
vehicles, other capex components include the cost incurred on additions to Buildings,
Plant and Machinery, acquiring and development Computer software, other vehicles etc.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal
Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015 which is available on our website.
http://mlpl.biz/img/pdf/code-of-practice-and-procedure-for-fair-disclosre.pdf There were
no pending complaints or share transfer cases as on 31st March 2023, as per the
certificate given by RTA as on dated 31.03.2023.
LISTING AGREEMENT AND LISTING FEE
The Directors take pleasure in informing you that the Company has duly
paid the listing fees on time to NSE (National Stock Exchange) of India Limited for the
year 2023-24.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
Key Managerial Personnel (KMP)
The following have been designated as the Key Managerial Personnel of
the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on
31.03.2023:
Sr. |
Name |
Designation |
No. |
|
|
1. |
Mr. Varun Kabra |
Managing Director |
2. |
Mr. Vinay Maheshwari |
Chairman & Whole-time |
|
|
Director |
3. |
Mr. Amit Maheshwari |
Whole-time Director |
4. |
Mr. Neeraj Maheshwari |
Chief Executive Officer (CEO) |
5. |
Mr. Pradeep Kumar Dad |
Chief Financial Officer (CFO) |
6. |
Mr. Nandula. Vamsikrishna |
Company Secretary & |
|
|
Compliance Officer |
Remuneration of Directors and Employees
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 required to be provided in the Board
Report are attached herewith and marked as ANNEXURE-F to this report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, a statement showing the names of the
top ten employees in terms of remuneration drawn and the name of every employee drawing
remuneration in excess of the limits set out in the said rules are to be provided in the
Board Report. The particulars required in terms of this rule are provided in the ANNEXURE-F
as mentioned above.
SHARE CAPITAL AND OTHER CHANGES
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/ events on these items during
the year under review:
Sr. |
Particulars |
Changes |
(during |
the |
No. |
|
year) |
|
|
1. |
Issue of Sweat Equity Shares |
No such |
issue |
made |
2. |
Issue of Employee Stock Option |
during the |
Financial |
Year |
3. |
Issue of Shares with Di_erential |
2022-23 |
|
|
|
Rights |
|
|
|
4. |
Issue of Bonus Shares |
|
|
|
ISSUE OF WARRANTS, DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
Your Company has not issued any warrants, debentures, bonds or any
non-convertible securities during the year under review.
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors shall meet at least once in
every financial year without the presence of Executive Directors or management personnel.
Such meetings are conducted informally to enable Independent Directors to discuss matters
pertaining to the Company's affairs and put forth their views to the Lead Independent
Director.
During the year under review, the independent directors met once and
details of which is mentioned in the Corporate Governance Report forming part of this
Annual report.
CHAIRMAN, CEO & CFO CERTIFICATION
Certificate signed by Chairman, Chief Executive Officer and Chief
Financial Officer, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Declaration stating that the members of
board of directors and senior management personnel have afirmed compliance with the code
of conduct of board of directors and senior management, for the financial year 2022-23
placed before the Board of Directors of the Company at its meeting held on May 30, 2023 is
attached herewith and marked as ANNEXURE-G to this Annual Report.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)
No application is filed for corporate insolvency resolution process, by
any financial or operational creditor against the Company or by the company itself under
the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal
(NCLT).
HUMAN RESOURCES DEVELOPMENT
Continuous effort is put in to improve the working environment with a
focus on employee well-being and capability building enabling them to perform their best
for the Company. We develop global platform for leaders at regular intervals as part of
our commitment to engage and retain talent. We provide robust leadership development
efforts to home employee skills and help keep the Company ahead of the curve. People are
our real strength and therefore while pursuing best-in-class performance; the Company is
significantly increasing its investment in its employees with training and development.
Your Company invests in training and knowledge which forms an integral part of the
development of the Company which in turn induces wealth maximization of Shareholders.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Varun Kabra, Managing Director/ Whole Time Director of the
Company, is liable to retire by rotation at the ensuing Annual General Meeting. The Board
of Directors on the recommendation of the Resources, Nomination and Remuneration Committee
has recommended his re-appointment.
GREEN INITIATIVE AND SENDING PHYSICAL COPIES OF ANNUAL REPORT
Electronic copies of Annual Report for the F.Y 2022-23 and the Notice
of the 17th AGM are sent to members whose email addresses are registered with the company
/depository participants. The requirements of sending physical copies of Annual Report as
prescribed under Regulations 36 (1)(b) and (c) and Regulation 58 (1)(b) &(c) of the
LODR are dispensed with till September 30, 2023 vide SEBI Circular No.
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023. Accordingly, Company is not
dispatching the physical copy of the Annual Report. Those who have not registered their
email id can download the Annual Report of the Company from the website of the Company at
www.mlpl.biz.
CAUTIONARY STATEMENT
Statements in the Director's report and the management discussion_
and analysis_ describing_ the company's objectives, expectations, or predictions, may
be forward looking within_ the meaning_ of applicable securities_ laws and regulations.
Actual results may differ materially from those expressed in the statement. Important
factors that could influence the company's operations include global and
domestic_demand and supply conditions_affecting selling prices_, new capacity_additions,
availability_of critical_ materials and their cost, changes in government policies and tax
laws, economic_development of the company, and other factors which are material to the
business operations of the company.
ACKNOWLEDGEMENTS
The Directors wish to express their gratitude to the State and Central
Governments, lending Financial Institutions, Banks & Stock Exchange for their
continued support during the year. The Directors wish to convey their thanks to the valued
shareholders, customers, dealers and suppliers for their continued patronage during the
year under review and record their appreciation of the contribution made by all the
employees, during the year.
|
Varun Kabra |
Place: Vapi |
Chairman & Managing Director |
Date: 31.08.2023 |
DIN: 02760600 |
|