To the Members,
Mega Nirman & Industries Limited
Your Directors have pleasure in presenting the 40th Annual Report together
with audited financial statements & accounts for the financial year ended March 31,
2023.
1. FINANCIAL RESULTS
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Income |
169.185 |
40.99 |
Total Expenditure |
167.557 |
31.37 |
Net Profit / (Loss) before Exceptional and |
1.628 |
9.61 |
Extraordinary items and Tax |
|
|
Extraordinary items |
- |
- |
Net Profit/(Loss) before Tax (PBT) |
1.628 |
9.61 |
Provision for Income Tax-Current |
0.463 |
2.33 |
Provision for Deferred Tax |
0.046 |
0.10 |
Profit for the period |
1.21 |
7.17 |
The Financial Statement, in accordance with the Companies Act, 2013 ("the
Act"), Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations') and applicable Accounting Standards
forms part of this Report.
2. STATE OF COMPANY'S AFFAIR & OPERATIONS
The Company is involved in the business of acquiring, dealing in other precious metals,
precious stones, jewellery and buying, selling and dealing, wholesale and retailing, in
precious metals, precious stones, jewellery and articles made of precious metals, precious
stones articles of virtue and objects of art.
3. DIVIDEND AND TRANSFER TO RESERVES
During the year under review, the Company has not earned much profit and hence your
Director proposes to plough back the profits in the business of the Company and create
reserve for the Company. Accordingly, the Board of Directors has not recommended any
dividend for the financial year 2022-23.
4. CAPITAL STRUCTURE / STOCK OPTION
Authorised Share Capital:
The authorized share capital of the Company as at March 31, 2023 was Rs. 28, 25,
00,000/- Paid-up Share Capital:
The paid-up share capital as at March 31, 2023 stands at Rs. 3,34,75,000/- comprising
of 33,47,500 equity shares of Rs. 10/- each fully paid up. There was no public issue,
bonus issue or preferential issue, etc. during the year.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Section 152 of the Companies Act, 2013 and rules
made thereunder, the following are the Directors of the Company designated as follows:
Name of Director |
Designation |
Date of Appointment |
Date of Cessation |
Mr. Monendra Srivastava 1. |
Independent Director |
May 05, 2016 |
- |
Mrs. Sushma Jain 2. |
Independent Director |
August 26, 2019 |
- |
Mr. Vinay Singh* 3. |
Independent Director |
January 16, 2021 |
July 12, 2022 |
Mr. Mohan Jagdish Agarwal 4. |
Executive Director |
February 10, 2021 |
July 21, 2023 |
Mr. Zabihullah Burhani 5. |
Executive Director |
July, 21, 2022 |
- |
Mr. Anand Rai 6. |
Executive Director |
June 25, 2021 |
- |
Mr. Govind Swaroop Mishra 7. |
Independent Director |
October 12, 2022 |
- |
Mr. Ankan Gupta 8. |
Executive Director |
June 01, 2023 |
- |
Key Managerial Personnel
In compliance with the provisions of Section 203 of the Companies Act, 2013 and rules
made thereunder, the following are the Key Managerial Personnel's of the Company
designated:
Name of Director |
Designation |
Date of Appointment |
Date of Cessation |
1. Mr. Zabihullah Burhani* |
Whole Time Director |
January 11, 2021 |
July 21, 2022* |
2. Mr. Ramanuj Murlinarayan Darak ** |
Whole Time Director |
July 21, 2022# |
- |
3. Ms. Kanika Chawla |
Company Secretary |
August 10, 2019 |
- |
4. Mr. Himanshu Gopal |
Chief Financial Officer |
August 27, 2019 |
- |
*Mr Zabihullah Burhani cease to be Wholetime director w.e.f. 21.07.2022*.
6. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence as provided under Section 149 of the Act and Regulation 16(1)(b)of the
Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for
the time being in force). The Independent Directors have also confirmed that they have
complied with the Company's code of conduct.
7. MEETINGS OF THE BOARD & COMMITTEE s
A tentative calendar of Meeting is prepared and circulated well in advance to the
Directors. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013. During the year ended March 31, 2023, the Board met 7 times,
Audit Committee met 5 times and Nomination
& Remuneration Committee met 2 times. The details of Board/committee meetings and
the attendance of Directors are provided in the Corporate Governance Report, which forms a
part of this Report.
Further, all the recommendations of Audit Committee were accepted by the Board of
Directors.
8. INDEPENDENT DIRECTORS MEETING
During the Financial Year 2022-23 one meeting of the Independent Directors was held on
20.03.2023 to discuss the evaluation of the performance of Non-Independent Directors and
the Board of Directors as a whole, evaluation of the performance of the Chairman of the
Company taking into account the views of the executive and non-executive Directors and
evaluation of the quality, content and timeliness of the flow of information between the
management and Board which is necessary for the Board to perform its duties.
9. APPOINTMENT AND REMUNERATION POLICY
The Company has formulated a remuneration policy which provides the manner of selection
of Board of Directors, KMP and their remuneration. In case of appointment of independent
Directors, the Nomination and
Remuneration Committee shall satisfy itself with regard to independent nature of the
Directors viz-a-viz the company so as to enable the Board to discharge its performance and
duties effectively.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued
thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI
dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation
of the annual performance of the Directors/Board/Committees was carried out for the
financial year 2022-23. A statement on annual evaluation by the Board of its performance
and performance of its Committees as well as Individual Directors forms part of the
Corporate Governance Report.
11. AUDITORS & AUDIT REPORTS
Statutory Auditors:
M/s. ANSK & Associates, Chartered Accountants, (Firm Registration No. 026177N) were
appointed as statutory auditors of the company at the Annual General Meeting (AGM) held on
20/08/2022 for a term of Five years i.e. from conclusion of 39th AGM till the
conclusion of 44th AGM of the company to be held in year 2027, pursuant to
Section 139 of the Companies Act, 2013. The requirement for the annual ratification of the
auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act,
2017 notified on May 7, 2018.
The Auditors' Report for the financial year ended 31st March, 2023 on the financial
statements of the Company forms a part of this Annual Report. There are disclaimer of
opinion in the Auditors' Reports. The Board take note of the same and try to comply it.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting
held on 25/08/2023 had appointed M/s Apoorv & Associates (COP No. 21063),
to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The
Secretarial Auditors have submitted their report, confirming compliance by the Company of
all the provisions of applicable corporate laws. The Report does contain qualification,
The Board take note of the same and try to comply it. The views of management on that is
mentioned in this Board Report. The Secretarial Audit Report is annexed as Annexure-1
to this report. Details in respect of frauds reported by auditors under section 143(12):
None of the Auditors of the Company have reported any fraud as specified under the second
proviso of Section 143 (12) of the Companies Act, 2013.
12. RISK MANAGEMENT
The Company has a well-defined process to ensure risks are identified and steps to
treat them are put in place at the right level in the management. The operating managers
are responsible for identifying and putting in place mitigation plan for operational and
process risks. Key strategic and business risks are identified and managed by the senior
leadership team in the organization.
The Company's approach to addressing business risks is comprehensive and includes
periodic review of such risks and has established a framework for mitigating controls and
reporting mechanism of such risks. Some of the risks that the Company is exposed to are:
(i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks.
Further, The Company is not mandatorily required to constitute Risk Management Committee,
but our Company has laid down procedure to inform Board Members about the risk assessment
and minimization procedures.
13. HUMAN RESOURCES
The Company takes pride in the commitment, competence and dedication shown by its
employees in all areas of business. The Company is committed to nurturing, enhancing and
retaining talent through superior Learning & Organizational Development.
The Company believes that our people are our biggest assets and hence we invest in
productive training programs for them. The Company encourages people to explore
opportunities in harmony with their natural talent and nurture them to grow.
The Company embed a sense of inclusion and equality in our people. This means fostering
a conducive work environment that enhances professional and personal growth. Our strong
team culture of mutual trust, oneness, learning, care and concern is a key inspiration to
meet tomorrow's challenges.
The Company has also adopted a Policy on Prevention of Sexual Harassment at workplace
for the financial year 2022-23. Company has not received any complaint under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
14. CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 135 of the Companies Act, 2013 are not applicable on the
Company, hence no particulars are required to be furnished in this report.
15. INVESTOR SERVICES
In its endeavour to improve investor services, your Company has taken the following
initiatives:
An Investor Section on the website of the Company www.mnil.in has been
created.
There is a dedicated e-mail id secretarial.mnil@gmail.com for sending
communications to the Company Secretary. Members may lodge their requests, complaints and
suggestions on this e-mail as well.
16. CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance, forms
an integral part of this report.
A certificate from the Practising Company Secretary confirming compliance of conditions
of Corporate Governance as stipulated in Part E of the Schedule V of the Listing
Regulations is annexed to the Corporate Governance Report as "Annexure I".
17. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report, as stipulated under the Listing Regulations
is presented in a separate Section forming part of this Annual Report.
18. OTHER STATUTORY DISCLOSURES i. Extract of Annual Return: Pursuant to Section
92(3) of the Act, the Annual Return for the Financial Year ended on 31st March, 2023 shall
be uploaded on the website of the Company and can be accessed through the link www.mnil.in
ii. Disclosure under Section 148 of Companies Act, 2013: Company is not required to
maintain the cost records and accounts as specified under section 148 of Companies Act,
2013 as it not applicable on the Company.
iii. Deposits: The Company did not invite/accept any deposits covered under Chapter
V of the Act. Accordingly no disclosure or reporting is required in respect of details
relating to deposits covered under this Chapter.
iv. Loans, Guarantees and Investments: The details of Loans, Guarantees and
Investments covered under
Section 186 of the Act form part of the notes to the financial statements.
v. Particulars of Contracts or Arrangements with the Related Parties: There were no
related party transactions during the year as specified under section 188 of Companies
Act, 2013.
vi. Significant or Material orders: No significant or material orders were
passed by the Regulators, Courts or Tribunals impacting the going concern status and
Company's operations in future. During the financial year under review, neither any
application is made by the Company, nor is any proceeding pending against the Company
under Insolvency and Bankruptcy Code, 2016.
vii. 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
Policy ensures that strict confidentiality is maintained whilst dealing with concerns and
also that no discrimination will be meted out to any person for a genuinely raised
concern. This Policy is hosted on the Company's website:
(http://mnil.in/?page_id=369). The details of Vigil Mechanism (Whistle Blower
Policy) adopted by the Company have been disclosed in the Corporate Governance Report
attached to this report and form an integral part of this report.
viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo: Most of the information as required under Section 134 of the Act, read with
Rule 8 companies (Accounts) Rules, 2014 as amended is not applicable. However, the
information has been given in Annexure 3 and forms part of this Corporate
Governance Report.
ix. Particular of Employees: Details as required under the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the
Directors' Report, will be made available to any shareholder on request, as per provisions
of Section 136(1) of the said Act.
x. Sexual Harassment: Your Directors state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
xi. Details of internal financial controls with reference to the financial statements:
The Company has put in place adequate internal financial controls over financial
reporting. These are reviewed periodically and made part of work instructions or processes
in the Company. The Company continuously tries to automate these controls to increase its
reliability. This ensures orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention of errors,
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information. The internal financial controls with reference to the financial
statements were adequate and operating effectively.
xii. Details of Holding, Subsidiary, Joint Venture and Associate Company: The
Company does not have any Holding, Subsidiary or Associate Company and does have any joint
venture during the period under review.
19. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134(5) of the Act, your Directors, based on the representation
received from the management, confirm that: in the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company as on March 31, 2023
and of the profits of the company for the year ended March 31, 2023; the directors had
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; the directors had prepared
the annual accounts on a going concern basis; the directors had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively; and 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.
20. ACKNOWLEDGMENTS
Your Directors acknowledge with gratitude the co-operation and assistance received from
the Central and State Government Authorities. Your Directors thank the Shareholders,
Banks, Customers, Vendors and other business associates for the confidence reposed in the
Company and its management and look forward to their continued support. The Board places
on record its appreciation for the dedication and commitment of the employees at all
levels, which has continued to be our major strength.
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For and on behalf of the Board |
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Mega Nirman & Industries Limited |
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Sd/- |
Sd/- |
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Anand Rai |
Sushma Jain |
Place : New Delhi |
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Date : 25/08/2023 |
Director |
Director |
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DIN: 06855524 |
DIN: 08545336 |
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