Dear Members,
Your directors are pleased to present the 18th Annual Report on the
Company's business and operations together with Audited
Financial Statements for the Financial Year ended March 31, 2023 and
other accompanying reports, notes and certificates.
1) STATE OF COMPANIES AFFAIRS
a. Financial Performance:
The table below depicts the financial performance of your Company for
the financial year ended March 31, 2023:
Particulars |
For the year ended
31-03-2023 |
For the year ended
31-03-2022 |
| Total income |
3,56,92,46,358 |
2,87,36,02,916 |
| Total Expenditure |
3,13,86,45,007 |
2,53,84,62,761 |
| Profit / (Loss): before exceptional
items& Tax |
43,06,01,351 |
33,51,40,155 |
| Less: Exceptional items |
0 |
0 |
| Profit / (Loss): before Tax |
43,06,01,351 |
33,51,40,155 |
| Less: Provision for Tax including Deferred
tax |
13,28,46,049 |
9,36,89,713 |
| Profit / (Loss): after Tax |
29,77,55,303 |
24,14,50,442 |
| Earnings per equity share (Face Value of 10 )
(Not Annualised) |
|
|
| (a) Basic (in ) |
24.98 |
20.76 |
| (b) Diluted (in ) |
24.97 |
20.76 |
b. Financial Highlights
The Company has reported total revenue of 3,50,80,23,082/for the
current year as compared to 2,79,11,88,776/in the previous year. The Net Profit for the
year under review amounted to 29,77,55,303/in the current year as compared to
24,14,50,442/in the previous year.
2) DIVIDEND
Your Board of Directors recommended the Final Dividend @ 20% for the
year ended March 31, 2023, i.e. 2.00 per equity share of 10/each fully paid up.
The Board of Directors of the Company had approved the Dividend
Distribution Policy in line with Regulation 43A of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as "the Listing Regulations"). The Policy is also
available on the website of the Company at
https://www.manoramagroup.co.in/investors-policies. The proposed dividend payout for the
financial year under review, if accordance with the applicable law and Company's
Dividend Distribution Policy.
3) RESERVES
Your Directors have made the following appropriations out of the
standalone profits of the Company:
Particulars |
Amount (in ) |
| Balance as at the beginning of the year |
1,00,76,06,635 |
| Add: Net Profit for the year |
29,77,55,303 |
| Add: Total Comprehensive Income for the year |
4,91,777 |
Net surplus in the statement of profit &
loss 1,30,58,53,714 |
The Board of Directors have decided to retain the entire amount of
profit has not transferred any amount to General Reserves for the year ended March 31,
2023.
4) NATURE OF BUSINESS
During the year under review, there were no changes in nature of the
business of your Company.
5) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes or commitments affecting the
financial position of the Company which have been occurred between the end of the
financial year of the Company to which the financial statements relate and the date of
report.
6) SHARE CAPITAL STRUCTURE
Particulars |
Amount (in ) |
Authorised Capital |
|
| 3,00,00,000 Equity Shares of |
30,00,00,000.00 |
| 10/each |
|
Total |
30,00,00,000.00 |
| Issued, Subscribed and Paid Up |
|
| Share Capital |
|
| 1,19,19,810 Equity Shares of |
11,91,98,100.00 |
| 10/each |
|
Total |
11,91,98,100.00 |
During the year under review, there is no change in the paid-up share
capital of the Company.
7) SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES
The Company does not have any company, which is its subsidiary,
associate or joint venture. Hence, submission of details in Form AOC-1 are not applicable
to the Company.
Company's size, complexity and business.
8) RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered during the financial
year under review were on an arm's length basis and in the ordinary course of
business and is in compliance with the applicable provisions of the Companies Act, 2013
("the Act").
All Related Party Transactions are placed before the Audit
Committee for prior approval. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are repetitive in nature or when the need
for them cannot be foreseen in advance.
Details of transactions with related parties as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are
provided in ‘Annexure I' in Form AOC-2 and forms part of this Report.
9) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith
as ‘Annexure – II'
10) EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) and 134(3) of the Act and Rule
12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company is available on the website of the Company at the https://
manoramagroup.co.in/investors-annual-report.
11) BOARD OF DIRECTORS
The Directors on the Board are having rich experience and have a proven
track record in the field of finance, taxation, accounting and management. The Directors
of the Company have been appointed keeping in mind the
During the year under review, the Board comprised of the below mentioned
Nine (09) Directors:
Sr. No. |
Name |
Designation |
Date of
appointment/Reappointment |
Date of cessation |
1 |
Mrs. Vinita Saraf |
Non-Executive Chairperson and |
March 25, 2006 appointed as
Executive Director |
- |
|
|
Non-Executive Non Independent
Director |
April 01, 2017 appointed as
Managing Director April 01, 2022, |
|
|
|
|
re-appointed as Managing
Director November 12, 2022, re-designated as Non-Executive Director |
|
Sr. No. |
Name |
Designation |
Date of
appointment/Reappointment |
Date of cessation |
2 |
Mr. Gautam Kumar Pal |
Managing Director |
January 10, 2018 appointed
as Executive Director March 22, 2022 appointed as Whole Time Director November 12, 2022 |
- |
3 |
Mr. Shrey Saraf |
Whole Time Director |
appointed as Managing
Director August 19, 2019 |
- |
|
|
|
appointed as Executive
Director April 22, 2022 |
|
4 |
Mr. Ashok Jain |
Whole Time Director |
appointed as Whole Time
Director November 15, 2022 |
- |
| 5 |
Mr. Jose V. Joseph |
Independent Director |
August 19, 2019 |
- |
| 6 |
Mr. Ashish Bakliwal |
Independent Director |
May 01, 2018 |
- |
| 7 |
Mr. Nipun Mehta |
Independent Director |
March 05, 2021 |
- |
| 8 |
Mr. Mudit Kumar Singh |
Independent Director |
September 06, 2021 |
- |
| 9 |
Ms. Veni Mocherla |
Independent Director |
December 22, 2021 |
- |
10 |
Mr. Kedarnath Agarwal |
Non-Executive Director |
June 16, 2006 appointed as
Executive Director |
November 12, 2022 |
|
|
|
April 07, 2018, re-designated
as Non-Executive Director |
|
Appointments, Re-designation and resignation during the year:
During the year under review, Mr. Shrey Saraf (DIN:07907037) was
re-designated as the Whole Time Director of the Company with effect from April 22, 2022
for a period of 5 years from April 22, 2022 to April 21, 2027.
Mrs. Vinita Saraf (DIN: 00208621) was re-designated as Non-Executive
Chairperson and Non-Executive NonIndependent Director of the Company with effect from
November 12, 2022. Mr. Gautam Kumar Pal (DIN: 07645652) was appointed as Managing Director
of the Company with effect from November 12, 2022 for a period of 3 years from November
12, 2022 to November 11, 2025 not liable to retire by rotation. Mr. Ashok Jain (DIN:
09791163) was appointed as Whole Time Director of the Company with effect from November
15, 2022 for a period of 3 years from November 15, 2022 to November 14, 2025.
Mr. Kedarnath Agarwal (DIN: 00183566) Non-Executive Non-Independent
Director of the Company resigned from his post with effect from November 12, 2022 due to
medical reason.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/Committee of the Company. None of the Directors of the Company are
disqualified as per provision of Section 164 the Act and the Listing Regulations.
Director retiring by rotation
In terms of Section 152 of the Act, Mr. Shrey Saraf (DIN: 07907037),
Whole Time Director of the Company, retires by rotation and being eligible, offers himself
for re-appointment at the ensuing Annual General Meeting. The Board recommends his
re-appointment for the consideration of the members of the Company at the ensuing Annual
General Meeting. A brief profile along with the resolution seeking members' approval
for his appointment forms part of the notice convening the ensuing Annual General Meeting.
12) KEY MANAGERIAL PERSONAL
During the year under review, the following were the Key Managerial
Personal ("KMP") of the Company:
Sr. No. |
Name |
Designation |
Date of Appointment |
| 1. |
Mr. Gautam Kumar Pal |
Managing Director |
November 12, 2022 |
| 2. |
Mr. Shrey Saraf |
Whole Time Director |
April 22, 2022 |
| 3. |
Mr. Ashok Kumar Jain |
Whole Time Director and CFO |
November 15, 2022 |
4. |
Ms. Divya Jajoo |
Company Secretary &
Compliance Officer |
April 07, 2018 |
13) MEETING OF THE BOARD OF DIRECTORS
As per Section 173 of the Act, the Board is required to hold a minimum
number of four meetings during the financial year. During the financial year 2022-23, the
Board met Six (6) times viz. April 22, 2022, May 11, 2022, August 09, 2022, September 26,
2022, November 12, 2022 and January 27, 2023. The intervening gap between the
Board Meetings was within the limits prescribed under the Act and the
Rules made there under.
For details of meetings of the Board and attendance, please refer to
the Corporate Governance Report ‘Annexure III', which forms a part of
this Report. the existing debt, capital
14) BOARD COMMITTEE
The Board has formed various Committees as required under the Act and
the Listing Regulations and any amendments made thereto. Detailed report on terms of
reference, composition of Committees, number of meetings held during the year are provided
in Corporate Governance Report as ‘Annexure III' forming part of this
Annual Report.
15) OTHER COMMITTEES
The Board has constituted a Committee with the name as "Finance
and Operations Committee" at their meeting held on June 29, 2020 to carry
conveniently the increased finance, banking and administrative operations of the Company.
The composition of the Committee is as follows:
| 1. |
Mr. Gautma Kumar Pal |
Chairperson |
| 2. |
Mr. Shrey Saraf |
Member |
| 3. |
Mr. Ashok Jain |
Member |
| 4. |
Mrs. Vinita Saraf |
Member |
Terms and References of Finance and Operations Committee are as
follows:
1. Review the Company's financial policies, banking arrangements,
working capital and cash flow management and make such reports and recommendations to the
Board with respect thereto as it may deem advisable.
2. Exercise all powers to borrow monies (otherwise than by issue of
debentures or preference shares) within the limits approved by the Board and taking
necessary actions connected therewith including refinancing for optimisation of borrowing
costs.
3. Giving of guarantees/issuing letters of comfort/ providing
securities within the limits approved by the Board.
4. Borrow monies by way of loan for the purpose of refinancing general
corporate purposes including working capital requirements and possible strategic
investments within the limits approved by the Board.
5. Provide corporate guarantee/performance guarantee by the Company
within the limits approved by the Board.
6. Approve opening, closure, change of signatories and operation of
current accounts with banks.
7. Carry out any other function as mandated by the Board from time to
time and/or enforced by any statutory notification, amendment or modification as may be
applicable.
8. Other transactions or financial issues that the Board may desire to
have reviewed by the Finance and Operations Committee.
9. Delegate authorities from time to time to the executives/ authorized
persons to implement the decisions of the Committee.
10. Regularly review and make recommendations about changes to the
charter of the Committee. 11. To authorize the officials on behalf of the Board to appear
or represent the Company before any court/ statutory authority/local body or any
government and regulatory authority as may be required for license/renewal/any regulatory
submission and documentation and other general authorization to parson to carry out the
same.
16) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134
(3)
(c) read with Section 134
(5) of the Act, with respect to Directors Responsibility Statement, the
Directors hereby confirm that
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures.
b. the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year of the Company for that andofthe profit period.
c. the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern
basis.
e. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
17) COMPANY'S POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER
SUB-SECTION (3) OF SECTION 178 OF THE ACT
The Company has in place the Nomination and Remuneration Committee of
the Board (NRC), which performs the functions as mandated under the Act and the Listing
Regulations. The composition of the NRC is detailed in the Corporate Governance Report
forming part of the Annual Report.
Based on the recommendation of NRC, the Board has adopted the
Remuneration Policy for Directors, KMP and other Employees and also Policy on the Board
Diversity, Succession Planning. NRC has formulated the criteria for
determining qualifications, positive attributes and independence of an Independent
Director and also criteria for evaluation of individual directors and the Board /
Committees. The remuneration paid to Directors, KMP and Senior Management Personnel
("SMP") of the Company are as per the terms laid down in the Policy. The Policy
on remuneration of Directors, Key Managerial Personnel and other Employees is available on
the website of the Company at https://www.manoramagroup.co.in/investors-policies.
18) BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and Individual Directors, including the Chairman of the
Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
Committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
Further, the evaluation of the Independent Directors was carried out by
the entire Board, excluding the Director being evaluated.
The Directors were satisfied with the evaluation results, which reflect
the overall engagement of the Board and its Committees and on the basis of the report of
the said evaluation, the present term of appointment of Independent Directors shall be
continued with the Company.
19) INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on March 30, 2023, without the attendance
of Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairperson
of the Company, taking into account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness of flow of information between
the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
20) FAMILIARIZATION PROGRAMMES
The Company has familiarized the Independent
Directors, about their roles, rights, responsibilities, nature of the
industry in which the Company operates, the business model of the Company etc. The
Familiarization Programme for Independent Directors is uploaded on the website of the
Company, and is accessible at
https://manoramagroup.co.in/investors-company-announcements#others.
21) CODE OF CONDUCT
The Company has in place, Code of Conduct for the Board of Directors
and Senior Management Personnel, which reflects the legal and ethical values to which the
Company is strongly committed. The Directors and Senior management personnel of the
Company have complied with the code as mentioned hereinabove. The Directors and Senior
management personnel have affirmed compliance with the Code of Conduct applicable to them,
for the financial year ended March 31, 2023. The said Code is available on the website of
your Company at https://manoramagroup.co.in/investors-policies.
22) MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, a detailed
Management Discussion and Analysis Report is annexed and forms an integral part of this
Annual Report at page No. 48.
23) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations, a detailed
Business Responsibility and Sustainability Report is annexed and form an integral part of
this
Annual Report at Page No. 102.
24) DECLARATION BY INDEPENDENT DIRECTORS
The Company has received a declaration from each of its Independent
Directors confirming that they satisfy the criteria of independence as prescribed under
the provisions of the Act and Regulation 16
(1)
(b) of the Listing Regulations. In terms of the regulatory
requirements, name of every Independent Director should be added in the online database of
Independent Directors of Indian Institute of Corporate Affairs, Manesar
("IICA"). All Independent Directors have given confirmation with respect to
their registration with IICA for the above requirement. The Board opined that Independent
Directors have requisite integrity, expertise, specialized knowledge, experience and the
proficiency.Further there has been no change in the circumstances affecting their status
as Independent Director of the Company.
Terms and conditions for appointment of Independent Directors is
available on the website of the Company at
https://www.manoramagroup.co.in/investors-policies.
25) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no Loans, Guarantees and Investments made by the Company
under Section 186 of the Companies
Act, 2013.
26) RISK MANAGEMENT
Pursuant to Regulation 21 of the Listing Regulations, the
Board of Directors of the Company has constituted a
Risk Management Committee to frame, implement and monitor risk
management plan for the Company. The Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness. Further Company has in place Risk
Management Policy to developed risk management framework to implement and adhere to the
policy to mitigate risk, avoid risk or take risk that cannot be mitigated or avoided for
the benefit of the Company's business and growth.
27) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has appointed M/s Mazars India LLP
(FRN:000340C) as Internal Auditors of the Company for the FY2022-23.
During the year, the Company continued to implement their suggestions and recommendations
to improve the internal control system. Their scope of work includes review of processes
for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control measures in all
areas. Internal Auditor's findings are discussed with the process owners and suitable
corrective actions are taken as per the directions of Audit Committee on an ongoing basis
to improve efficiency in operations.
28) GREEN INITIATIVES
The Company fully supports the Ministry of Corporate
Affairs' initiative to minimize the use of paper for ‘all
official communication'. In line with this, the Company sends all notices and
documents, including the Annual
Report, to shareholders who have registered for the in same, by e-mail.
This has led to a significant paper consumption annually.
Electronic copies of the Annual Report and Notice of the 18th Annual
General Meeting will be sent to all Members whose email addresses are registered with the
Company/Depository Participant(s). Members who have not registered their email addresses
are requested to register the same with the Depository. Members may note that the Notice
along with aforementioned documents shall also be available on the Company's website
at https://manoramagroup.co.in/investors-company-announcements#notices.
29) CORPORATE SOCIAL RESPONSIBILITY POLICY
In accordance with the provisions of Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of
the Company have constituted Corporate Social Responsibility (CSR) Committee. The Company
has formed a CSR Policy, which is available on the website of the Company at
https://www.manoramagroup.co.in/ investors-policies.
The Annual report on Corporate Social Responsibility
(CSR) activities for the FY2022-23 is annexed to this report as ‘Annexure
IV'.
30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status
and Company's operations in future.
31) SHARE REGISTRAR & TRANSFER AGENT (R&T)
The details of Registrar and Share Transfer Agent are as follows: Name:
Link Intime India Private Limited Address: C-101, 1st Floor, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai-400 083, Maharashtra.
Contact details: 022 49186200; Website: www. linkintime.co.in
32) PUBLIC DEPOSITS
During the year under review, the Company has not accepted/renewed any
deposits from the public as covered under the provisions of Section 73 of the Act read
with the Rules made thereunder.
33) AUDITORS AND THEIR REPORT
a. Statutory Auditor
Pursuant to the provisions of Section 139 of the Act, the members at
the 14th Annual General Meeting held on September 30, 2019 had approved the appointment
M/s. O P Singhania & Co. Chartered Accountants (Registration No: 002172C), as the
Statutory Auditors of the Company for a period of
5 (five) consecutive years from the conclusion of the 14th AGM till the
conclusion of 19th AGM of the
Company to be held in the year 2024. Accordingly, the Statutory
Auditors would hold office until the conclusion of the 19th AGM of the Company. The Report
given by the Auditors on the financial statements of the Company forms part of the
Annual Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report. Also, no fraud has been
reported by the auditor as per Section 143(12) of the Act.
b. Cost Auditor
In terms of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to maintain cost accounting
records and have them audited every year. Accordingly, the Board at its meeting held on
August 05, 2023, based on the recommendation of the Audit Committee,
appointed M/s S N & Co, Cost Accountants (FRN. 000309) as Cost Auditors of the
Company to conduct audit of the cost records of the Company for the
FY2023-24. A remuneration of 100,000 (Rupees One Lac only) plus applicable taxes and out
of pocket expenses has been fixed for the Cost Auditors subject to the ratification of
such fees by the members at the ensuing Annual General
Meeting (AGM). Accordingly, Board recommend a resolution for seeking
members' ratification for remuneration payable to the Cost Auditors for the
FY2023-24 is placed at the ensuing Annual General Meeting and is
included in the notice convening the AGM.
M/s S N & Co. have confirmed that they are free from
disqualification specified in Section 141(3) and provisions of Section 148(3) read with
141(4) of the Act and also their appointment meets the requirement of Section 141(3)(g) of
the Act. They have further confirmed their Independent Status and an arm's length
relationship with the Company.
During the year under review, the Cost Auditor had not reported any
fraud under Section 143(12) of the Act and therefore, no details are required to be
disclosed.
c. Secretarial Auditor
Pursuant to the provisions of Section 204 of the
Act and Rules made there under, the Company has appointed M/s. Mehta
and Mehta, Practicing
Company Secretaries to undertake the Secretarial Audit of the Company
for the FY2022-23. The
Secretarial Audit report is annexed as ‘Annexure V' and
forms an integral part of this report. There are no qualifications in the report.
d. Internal Auditor
Pursuant to the provisions of Section 138 of the Act and rules made
thereunder, the Board, on recommendation of Audit Committee, in the Board meeting held on
May 09, 2023 has appointed M/s. Mazars Indian LLP (FRN:000340C) as
Internal Auditor of the Company for the FY2023-24 at a remuneration of Rs.
8,00,000/(Rupees Eight Lacs Only) plus applicable taxes and out of pocket expenses.
34) PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company is given in an ‘Annexure VI' and
forms part of this report.
35) COMPLAINTS RELATING TO SEXUAL HARASSMENT
The Company is committed to provide a safe and conducive work
environment to its employees. The Company has in place an Anti-Sexual Harassment Policy in
line with the requirement pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal
Complaint Committee (ICC) for redressal of any grievances. The following summary of the
complaints received and disposed off during the FY2022-23:
No of complaints received
during the year 2022-23 |
NIL |
No of complaints resolved
during the year 2022-23 |
NIL |
No of complaints pending
during the year 2022-23 |
NIL |
36) CORPORATE GOVERNANCE REPORT
Pursuant to Part C of Schedule V of the Listing Regulations, a Report
on Corporate Governance is provided in a separate section along with the Certificate from
Ms. Aditi Patnaik Partner, M/s Mehta & Mehta,
Practicing Company Secretary, on its compliance and is annexed to this
Report as ‘Annexure III'
37) VIGIL MECHANISM & WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Act,
2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and the
Listing
Regulations, the Company has Whistle Blower Policy and has established
the necessary Vigil Mechanism for directors and employees to report instances of illegal
activities, unethical behavior, actual or suspected, fraud or violation of the
Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards
against victimization of person who use this mechanism and direct access to the
Chairperson. The Vigil Mechanism Policy is available on the website of the Company at
https://www.manoramagroup.co.in/investors-policies.
38) LISTING
The equity shares of the Company are listed on BSE
Limited and National Stock Exchange of India Limited as on March 31,
2023. The Company has paid the Listing fees to the Stock Exchanges for the FY2022-23.
39) COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that 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 followed by the Company.
40) EMPLOYEE STOCK OPTION SCHEME
The members of the Company, vide special resolution passed at the
Annual General Meeting held on September
29, 2021, approved the Manorama Industries Limited Employee Stock
Option Plan 2021 (MIL ESOP 2021). The ESOP Scheme is in compliance with the SEBI (Share
Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations'). There is no
material change in the scheme during the year under review.
The applicable disclosures as stipulated under SEBI
(Share Based Employee Benefits) Regulations, 2014 are provided in ‘Annexure
VII' to this Report and available on the website of the Company at
https://manoramagroup. co.in/investors-company-announcements#others.
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 items during the
year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise;
b. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees;
c. Neither the Managing Director nor the Whole-Time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
d. No fraud has been reported by the Auditors to the Audit Committee or
the Board.
e. There are no shares lying in demat suspense account/unclaimed
suspense account. Hence no disclosure is required to be given for the same.
f. No Sweat Equity shares were issued by the Company during the year
under review.
g. There are no proceedings, either filed by the Company or filed
against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended,
before National Company Law Tribunal or other courts during the FY2022-23.
42) CEO AND CFO CERTIFICATION
As required under Regulation 17(8) of the Listing
Regulations, the Chief Executive Officer ("CEO") and the
Chief Financial Officer ("CFO") of the Company have certified the accuracy of
the Financial
Statements, the Cash Flow Statement and adequacy of Internal Control
Systems for financial reporting for the FY2022-23. Their Certificate is annexed to this
Directors' Report.
43) ACKNOWLEDGEMENTS
The Directors wish to convey their gratitude and appreciation to all
the employees of the Company posted at various locations, for their tremendous personal
efforts as well as collective dedication and contribution to the Company's
performance.
The Directors would also like to thank the shareholders, investors,
customers, dealers, suppliers, bankers, government and all other business associates,
consultants for their continuous support extended to the
Company and the Management.
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On behalf of the Board of Directors |
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For Manorama Industries Limited |
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Gautam Kumar Pal |
Shrey Saraf |
Place: Raipur |
Managing Director |
Whole Time Director |
Date: August 05, 2023 |
DIN: 07645652 |
DIN: 07907037 |
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