TO.
THEMEMBERS,
MEERAINDUSTRIES LIMITED
The Board of directors are pleased to present the 17TH Annual Report together with the
Audited Financial Statements for the yearended on 31st March. 2023
1. FINANCIAL HIGHLIGHTS:
The Audited Financial Statements of your Company as on March 31.2023. are prepared in
accordance with the Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations. 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act. 2013 ("Act").
The summarized financial highlights is depicted below:
(Rs. In Lakhs)
|
Standalone R esults |
Consolidated Results |
2022 -23 |
2021 -22 |
2022 -23 |
2021 -22 |
Income from Operations |
1871.93 |
3176.89 |
2033.76 |
3166.29 |
Other income |
2739 |
22.75 |
27.39 |
2275 |
Total Income |
1899.32 |
3199.66 |
206115 |
3189.06 |
Less Total Expenditure before Int.Oepreciation &Tax |
1978.90 |
2716.99 |
207912 |
2698.58 |
Profit/(Loss) before Ini, Depreciation & Tax |
- 79 58 |
686.65 |
-17.97 |
690.46 |
Less : Interest |
9.98 |
n.51 |
10.39 |
11.51 |
Profit/(Loss) before Depreciation & Tax |
-89.56 |
67316 |
-28.36 |
478.95 |
Less, Depreciation |
108.67 |
10126 |
109.19 |
101.74 |
Profit/(Loss) before Exceptional and extraordinary items and Tax |
-19823 |
371.88 |
-137.55 |
37721 |
Less . exceptional items |
13 .44 |
19.72 |
0 |
0 |
Profit/(Loss) before Tax |
-186.79 |
391.60 |
-137.55 |
377.21 |
Less. Current Tax |
- |
96.55 |
- |
96.55 |
: Deferred Tax |
0.31 |
15.59 |
-0.31 |
15.59 |
: Prior period items |
620 |
-0.62 |
6.20 |
-0.62 |
Profit/(Loss) after Tax |
180.28 |
28086 |
-133. 06 |
266.45 |
AdiL: Surplus/Deficit B/F.from Pre. Year |
808.26 |
655.57 |
813D3 |
674.73 |
Less : Amount Transferred From Sundries (Others) |
0 |
0 |
0 |
0 |
le?5_ : Interim Dividend |
0 |
128.15 |
0 |
128.15 |
Less : Provision for Final Dividend |
0 |
0 |
0 |
0 |
Less: Dividend Distri.Tax |
0 |
0 |
0 |
0 |
Balance Carried to B/s |
627.98 |
808.26 |
679.99 |
813.03 |
2. STATE OF COMPANY'S PERFORMANCE (STANDALONE):
During the year under review.
The revenue of the company of Rs 1899.32 Lakhs as compared to Rs. 3199.64 Lakhs in the
previous year.
The net loss after Tax to Rs -180.28 Lakhs as compared to profit of Rs. 280.84 Lakhs in
the previous year.
3. STATE OF COMPANY'S PERFORMANCE (CONSOLIDATED):
TheconsolidatedtotalrevenueofyourCompanyfor
FY2022-23;
The revenue of the company to Rs. 2061.15 Lakhs as compared to Rs. 3189.04 Lakhs in the
previous year.
The net loss afterTax to Rs. -133.04 as compared to Rs. 266.45 in the previous year
A detailed discussion on financial and operational performance of the Company is given
under Management Discussion and Analysis Report" forming part of this Annual
Report
U. CHANGE IN NATURE OF
BUSINESS. IF ANY AND FUTURE OUTLOOK:
There has been no significant change in Ihe business carried on by the company and it
continued to be plant and machinery for textiles and yarn Irade. At present your company
has no plan to enter into any olher business. Further, the Company continues with its
efforts to maintain growth even during the economic downturn and face new challenges.
5. DIVIDEND:
The Board of directors has nol recommended dividend fortheyearunderreview.
6. ANNUALRETURN
Pursuant to Section 134(3) (a) of the Act. the draft annual return as on March 31.
2023. prepared in accordance with Section 92(3) of the Act. is made available on the
website of the Company and can be assessed using the linkwww.meeraind.com
7. USE OF PROCEEDS IPO/FPO/ STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE
WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015:
Funds raised from the above mentioned issue has been utilized full amount for the
purpose of objects as stated in prospectus There is no deviation/variation of funds raised
by IPO/FPO.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions contained in section 134(5) of the companies Act. 2013 your
directors after due inquiry confirm that:
a) in the preparation of the annual accounts for the financial year ended 3T1
March. 2023 the applicable accounting standards have been followed and no material
departures have been made from the accounting standards:
b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at 3V March. 2023 and of the
profit/loss of the company for that 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; and
e) the directors have laid down internal financial controls as stated in explanation to
section 134(5)(e) of the Companies Act. 2013 to be followed by the company and that such
internal financial controls are adequate, commensurate with the nature and size of its
business and are operating effectively:
0 The directors have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and operating effectively.
9. AUDITORS AND REPORT THEREON:
M/s. K A 5ANGHAVI AND CO LLP, Chartered Accountants (FRN No. 0120846W/W100289)
appointed as statutory auditors of the Company for a second term of 5 (five) consecutive
years until the conclusion of the 20" annual general meeting ofthe Company
The report of the Auditors is self-explanatory.There are no qualifications or adverse
remarks in the Auditors' Report which require any clarification/ explanation.The Noles on
financial statements are self-explanatory, and needs no further explanation. Further the
Auditors' Report for the financial year ended. 31*' March. 2023 is annexed to the Balance
Sheet.
Your company has installed adequate internal financial controls with reference to the
Financial Statements as reported by Auditorsfortheyearended31"March, 2023.
10. REPORTING OF FRAUDS
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instances of fraud committed against your Company by its officers or
employees to the Audit Committee or the Board, under Section 143(12) of the Act.
11. SECRETARIAL STANDARDS:
The Company has complied with all the applicable secretarial standards issued by the
Institute of Company Secretaries of India
12. SECRETARIAL AUDITOR
Pursuant to Section 204 ofthe Companies Act. 2013 read with Rules thereof, the Board of
Directors had appointed M/s. Chirag Shah & Associates.. Practicing Company Secretary.
Ahmedabad. as Secretarial Auditors of the Company to conduct the Secretarial Audit for
F.Y. 2022- 23. A Secretarial Audit Report for F.Y. 2022-23 is annexed herewith as Annexure
A. There are no qualification, reservation or adverse remarks in secretarial audit report,
which is self-explanatory.
13.INTERNALAUDITORS:
Pursuant to provisions of Section 138 of Companies Act. 2013 read with Rule 13 of the
Companies (Accounts) Rules. 2014 and other applicable provisions if any of the Companies
Act. 2013 M/s D D R & Co. Chartered Accountants, were re-appointed as Internal Auditor
of Company for period of 1 yearfrom the F.Y. 2022-23
The Company continued to implement her suggestions and recommendations to improve the
control systems. 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 strengths in all areas. Internal Auditor's
findings are discussed with the process owners and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in
operations
14. COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act. 2013 read with the Companies (Cost Records and Audit) Amendment Rules.
2014. the cost audit is not applicable to the Company.
15. PARTICULARSOFLOAN. GUARANTEE AND INVESTMENT UNDER SECTION 186:
Pursuant to the provisions of Section 186 of the Companies Act. 2013. with respect to a
loan, guarantee, security or investments covered under are disclosed in the notes to the
Financial Statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your Company has implemented a policy on Related Party Transactions and the said Policy
is available on the Company's website www.meeraind.com
There have been no materially significant related party transactions with the Company's
Promoters. Directors and others as defined in Section 2(76) ofthe Companies Act. 2013
which may have potential conflict of interest with the Company at large.
Further, all such contracts/ arrangements/ transactions v/ere placed before the Audit
Committee and Board, for their approval Prior approval/s of the Audit Committee/ Board are
obtained on an annual basis, which is reviewed and updated on quarterly basis
All relaled party transactions entered into during the financial year were on an arm's
length basis and were in the ordinary course of business. Your Company had not entered
into any transactions with related parties which could be considered material in terms of
Section 188 of the Act. Accordingly. Ihe disclosure of related party transactions, as
required under Section 134(3)(h) of the Act. in Form AOC - 2. is not applicable.
17. AMOUNTS TRANSFERRED TO RESERVES:
The company has transferred the whole amount of Profit under the head Reserve and
surplus account as per attached audited Balance sheet for the year ended on March 31.2023.
18. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:
In the opinion of board of directors there are no material changes & have occurred
after balance sheet dale till the date of the report affecting Ihe financial position of
the company.
19. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology, absorption, foreign exchange
earnings and outgo as required U/S I34(3)(m) of Companies Act 2013 read with the Rule 8(3)
of the Companies (Accounts) Rules. 2014 is enclosed as Annexure B hereto and forms part of
this report.
20. RISK MANAGEMENT POLICY:
The company has been exempted under regulation 21 of SEBI (Listing Obligation and
Disclosure requirements) Regulations. 2015 from reporting of risk management. The board is
fully aware of Risk Factor and is taking preventive measures wherever required
21. PARTICULARSOFDEPOSITS:
Company has not accepted any deposits falling within purview of the section 73 to 76 of
The Companies Act. 2013 read with rules made there under There Are no overdue public
deposits, unclaimed public deposits as on the last day of financial year.
22.SIGNIFICANT AND MATERIAL ORDERSPASSED BY REGULATORS:
Your directors confirmed that no significant and material orders have been passed by
Regulators or Courts orTribunals impacting the going concern status and
companies'operations in future.
23.INTERNAL FINANCIAL CONTROLS:
The internal audit covers a wide variety of operational matters and ensures compliance
with specific standard with regards to availability and suitability of policies and
procedures. The Company has placed proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and reviews
performed by the management and relevant Board Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during the financial
year 2022-23
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business including adherence to the Company's policies, the
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures. During the year, such controls were tested and no reportable material
weaknesses in design or operation v/ere observed.
Yours directors are of the opinion that looking to the size and nature of business of
the company there is adequate internal financial control system and the said system is
operating effectively. Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143
of the Companies Act. 2013 is attached asAnnexure A of the Auditors Report
24.COMPANIES POLICIES ON
DIRECTORS* APPOINTMENT AND REMUNERATION:
The managerial remuneration paid to the directors during the financial year are as
under.
Sr.
No. |
Name of Director |
Designation |
Managerial Remuneration paid (amount in Lacs) |
1 |
Dharmesh Vinodbhai Desai |
Chairman & Managing Director |
33 .00 |
2 |
Bijal Dharmeshbhai Desai |
Whole Time Director |
23.6 0 |
As per the provisions of Section 197 of the Act. if any director draws or receives,
directly or indirectly, by way of remuneration any such sums in excess of the limit
prescribed by this section or without approval required under this section, he/she shall
refund such sums to the company, within two years or such lesser period as may be allowed
by the company, and until such sum is refunded, hold it in trust for the company. The
company may waive the recovery of any sum refundable to it under section 197 pursuant to
the receipt of permission from the Members of the Company through special resolution
Further, no employee of the Company was in receipt of the remuneration exceeding the
limits prescribed m the rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014. hence no information as required under the provisions
of Section 197 of the Companies Act. 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014 are provided in this
report
In accordance with Section 178 of the Companies Act. 2013 and Regulation 19 of the
Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors
approved the 'Nomination and Remuneration Policy', which is available on Ihe website
oftheCompanywww.meeraind.com
25. ANNUAL EVALUATION OF PERFORMNACE OF BOARD, DIRECTORS AND COMMUTES:
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 As per 5EBI (Listing
Obligations and Disclosure Requirements) Regulations. 2015 and in terms of Rule 8(4) of
the Companies (Accounts) Rules. 2014 company has laid down specific criteria for
evaluation of annual performance and has developed qualitative and quantitative bench
marks to ensure effective implementation of the same.
The performance of Board and its Committees, individual Directors, and Chairpersons
were found satisfactory
DISCLOSURE RELATED TO BOARD. COMMITTEES AND POLICIES:
26. MEETINGSOFTHEBOARD OF DIRECTORS:
During the year under the review. 5 (Five) Board Meetings were held, with gap not
exceeding the period prescribed under Companies Act. 2013 and Rules made thereunder.
Details of Board Meetings held during the year and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Annual Report Board
meeting dates were finalized in consultation with all Directors and agenda
papers backed up by comprehensive notes and detailed background information are
circulated welt in advance before the date of the meeting thereby enabling the Board to
take informed decisions. The intervening gap between the Board Meetings was within the
period prescribed under the CompaniesAct.2013.
27. AUDITCOMMITTEE:
During the financial year 2022-23. following are the members of Audit Committee:
Sr.
No. |
Name of Directors |
Designation |
Category |
1 |
MR. Hetal Rumendrabhai Mehta |
Chairman |
Independent Director |
2 |
CA Mayank Yashwantrai Desai |
Member |
Non-executive Director |
3 |
CA Sanjay Natwarlal Mehta |
Member |
Independent Director |
4 |
Mr. Rajendra V Kalyani |
Member |
Independent Director |
All members of the Audit Committee have accounting and financial management knowledge
and expertlse/exposure. Required Audit Committee meetings were attended by the Internal
Auditors. Statutory Auditors and Chief Financial Officer. The Company Secretary acts as
the Secretary of the Audit Committee
The Chairman of the Audit Committee attended the
tast Annual General Meeting (AGM) held on 30"' September. 2022 to answer
shareholders' queries. The brief details of the Audit Committee are given in Corporate
Governance Report forming part of the AnnualReport.
28.STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of the following members:
Sr. No. |
Name of Directors |
Designation |
Category |
1 |
MR. Hetal Rumendrabhai Mehta |
Member |
Independent Director |
2 |
CA Mayank Yashwantrai Desai |
Chairman |
Non-executive Director |
3 |
CA Sanjay Natwarlal Mehta |
Member |
Independent Director |
4 |
Mr. Rajendra V Kalyani |
Member |
Independent Director |
The Stakeholder's Relationship Committee The Committee review and ensures redressal of
investor grievances.
Details of Investor's grievances/Complaints:
No investor complaints received during the year. The pending complaints of the
Shareholders/lnvestors registered with SEBI at the end of the current financial year ended
on 31s'March. 2023 are NIL
There were no pending requests for share transfer/dematerializatlon of shares as of 31v
March 2023.
The brief details of Ihe Stakeholders Relationship Committee are given in Corporate
Governance Report forming part of the Annual Report
29.NOMINATION AND
REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprise the following:
Sr. No. |
Name of Directors |
Designation |
Category |
1 |
MR. Hetal Rumendrabhai Mehta |
Member |
Independent Director |
2 |
CA Mayank Vashwantrai Desai |
Member |
Non-executive Director |
3 |
CASanjay Natwarlal Mehta |
Member |
Independent Director |
4 |
Mr. Rajendra V Kalyani |
Chairman |
Independent Director |
The Nomination and Remuneration Committee acts in accordance with the terms of
reference specified by the Board of Directors of the Company The Nomination and
Remuneration Committee and the Policy are in compliance wilh Section 178 of the Companies
Act. 2013 read with the applicable rules thereto and Listing Regulations (as may be
amended from time to time). The Nomination and remuneration Committee has framed the
'NOMINATION AND REMUNERATION POLICY" The brief details of the Nomination and
Remuneration Committee are given in Corporate Governance Report forming part of the Annual
Report.
Note: For Nomination and Remuneration Committee Policy Please refer our website www.meeraind.com
30.CORPORATE SOCIAL
RESPONSIBILITIES (CSR) POLICY:
At present the company is not covered under CSR provisions as per criteria laid down
under section 135{1) of the Companies Act. 2013. but company has voluntarily constituted
CSR Committee and the said committee has framed CSR policy as per schedule VII.
The Company has voluntarily constituted a CSR Committee. The CSR Committee comprises of
the following members:
Sr. No. |
Name of Directors |
Designation |
Category |
1 |
MR. Hetal Rumendrabhai Mehta |
Member |
Independent Director |
2 |
CA Mayank Yashwantrai Desai |
Member |
Non-executive Director |
3 |
CA Sanjay Natwarlal Mehta |
Chairman |
Independent Director |
4 |
Mr. Rajendra V Kalyani |
Member |
Independent Director |
The CSR Policy may be accessed on the Company's website at www.meeraind.com
31. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of company met one time during the year on 13n
August. 2022 where all the Independent Directors were present under the requirement of
Regulation 25 of SEBI (Listing Obtigationsand Disclosure Requirements) Regulations. 2015.
32. DECLARATION BY INDEPENDENT DIRECTORS & FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:
independent Director have given necessary declaration under Section 149(7) of the
Companies Act. 2013 and Regulation 16(1)(b) of the Listing Regulations, and as per the
said declarations, they fulfill the criteria of Independence as provided in Section 149(6)
of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015 The same has been recorded by the Board of Directors.
The Independent Directors have also confirmed that there has been no change in the
circumstances which may affect their status as Independent director and they are not aware
of any circumstance or situation, which exist or maybe reasonably anticipated, that
couldimpair or impact their ability to discharge duties with an objective independent
judgment and without any external influence and that they are independent of the
management. A Statement of said affirmation by the Independent Directors is annexed hereto
(Annexure-C) andforms part of this Report.
A policy on familiarization program for independent directors has been adopted by the
Company. All new Independent Directors inducted to the Board are presented with an
overview of the Company's business operations, products, organization structures and about
the Board Constitutions and its procedures.The policy is available at company's website www.meeraind
com
33. CHANGEIN COMPOSITION OF BOARD:
Directors&KMP:
As of March 31.2023. your Company's Board had Six members comprising of 2
Executive Directors and 3 independent directors and 1 non-executive director The Directors
of your Company are well experienced having expertise in their respective fields of
technical, finance, strategic and operational management andadministration.
In accordance with the provisions of Section 152 of the Act. read with rules
made thereunder and Articles of Association of the Company. MRS. BIJAL DHARMESHBHAI DESAI.
Director of the Company is liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, offers herself for reappointment.
During the year following changes in
directorship
were made;
In Financial year 2022-2023. the Board has appointed Mr. Rajendra Kalyani as an
Additional Independent Director on 18 " May. 2022 and the Members has regularized him
as an Independent Director through its Postal Ballot Meeting as on 13"' August. 2022.
None of the Directors of your Company are disqualified under the provisions of Section
!64(2)(a) and (b) of the Act.
36.DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued Equity Shares with differential rights.
35. DISCLOSURE REGARDING ISSUE OFSWEATEQUITYSHARES:
The Company has not issued sweat Equity shares during the FinancialYear 2022-23
36. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not issued Employee Stock Options during the FinancialYear 2022-23.
37. REDEMPT10N OF SHARES / DEBENTURES:
The Company has not redeemed any shares during the Financial Year 2022-23.
38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:
As on 31" March. 2023. no amount is required to be transfer to investor education
protection fund.
39. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act. 2013. and Regulation 22 of
the Listing Regulations, the Company has formulated Whistle Blower Policy /vigil mechanism
for Directors and employees to report to the management about the unethical behaviour,
fraud or violation of Company's code of conduct The mechanism provides for adequate
safeguards against victimization of employees and Directors who use such mechanism and
makes provision for direct access to the chairman of the Audit Committee in exceptional
cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the
Company's website at www.meeraind com
40. PREVENTION OFINSIDER 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 Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance withtheCode.
The Company Secretary is the Compliance Officer for monitoring adherence to the said
PIT Regulations The Company has also formulated 'The Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with
Ihe PIT Regulations. This Code is displayed on the Company's website -www.meeraind.com
41. CORPORATE GOVERNANCE:
Pursuant to the provisions of Regulation 34(3) read with Parl-C of Schedule V of
theSEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing
Regulations'), the Report on Corporate Governance is annexed hereto and forms part of this
Report - Annexure-D. Your Company is committed to transparency in all Its dealings and
places high emphasison business ethics
The requisite Compliance Certificate as required under Part E of Schedule V of the
Listing Regulations, issued by CS Raimeen Maradiya. Company Secretary in Practice (C P No.
17554). pertaining to the compliance of the conditions of Corporate Governance, is also
annexed Annexure-E hereto which forms part of this Report
42. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. 2015. the Management Discussion and Analysis Report forms part of this Annual
Report being attached as AnnexureF
<43.DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
Your company has one Subsidiary name MEERA INDUSTRIES USA. LLC situated in USA. Your
company has no joint venture or associates. Hov/ever. particulars of Statement containing
salient features of the financial statement of subsidiaries/associate companies/joint
ventures in the prescribed format A0C-1 has been enclosed under Annexure-G with the report
and forms part of this report.
4A.BUSINESS RESPONSIBILITY REPORT:
The company has been exempted from reporting on Business Responsibility Report as per
Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements)
Regulations.2015.
45.CODE OF CONDUCT:
The Company has adopted Code of Business Conduct & Ethics ("the Code")
which is applicable to the Board of
Directors, Senior Management, Key Managerial Personnel. Functional heads and all
professional serving in the roles of finance, tax. accounting, purchase and investor
relations of the Company. The Board of Directors and the members of Senior Management Team
(one level below the Board of Directors) of the Company are required to affirm annual
Compliance of this Code. A declaration signed by the Chairman and Managing Director of the
Company to this effect is placed at the end of this report as Annexure-H.The Code requires
Directors and Employees to act honestly, fairly, ethically and with integrity, conduct
themselves in professional, courteous and respectful manner. The Code is displayed on the
Company's website - www.meeraind.com
46. KEY MANAGERIAL PERSON:
Pursuant to the provisions of section 203 of the Companies Act. 2013 read with rules
framed thereunder the following persons are the key Managerial Personnel of the company:
1) Mr. Dharmesh Vinodbhai Desai. Chairman & Managing Director
2) Mrs Bijal Dharmesh Desai. WholeTime Director
3) Mrs. Bhavisha Kunal Chauhan. Company Secretary and Compliance Officer
4) Mr Vinod Ojha. Chief Financial Officer
OTHER DISCLOSURES
47. GENERALMEETINGS:
16Annual General Meeting of the Company was held at on Friday. 30 September. 2022
at 04:00 p.m through video conferencing/other audio visual means.
48. INSURANCE:
Your Company has taken all the necessary steps to insure its properties and insurable
interests, as deemed appropriate and also as required under the various legislative
enactments.
49. MD AND CFO CERTIFICATION:
The MD and CFO of the company required to gives annual certification on financial
reporting and internal controls to the board in terms of Regulation 17(8) of listing
regulation and certification on financial results while placing the financial result
before the board in terms of Regulation 33 of listing regulation and same is published in
this report as Annexure-I
50. DISCLOSURE RELATING TO EMPLOYEES:
Further, no employee of the Company was in receipt of the remuneration exceeding the
limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014. hence no information as required under the provisions
of Section 197 of the Companies Act. 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014are provided in this
report
51. DISCLOSURE UNDER SECTION 22 OFTHESEXUALHARASSMENTOF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013:
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources. As required by the Sexual Harassment of Women at Workplace
(Prevention. Prohibition & Redressal) Act. 2013. the Company has formulated and
implemented a policy on prevention of sexual harassment at the workplace with a mechanism
of lodging complaints. Besides, redressal isplaced on the intranet for the benefit of
employees.
Following is a summary of sexual harassment complaints received and disposed off during
F.Y. 2022- 23.
No of complaints not resolved as on 1st April. 2022: Nil
No. of complaints received in financial year 2022-23: Nil
No. of complaints resolved in financial year 2022-23: Nil
No. of complaints not resolved as on 31st March. 2023: Nil
52. EQUAL EMPLOYMENT OPPORTUNITIES:
Being an equal opportunity employer, the company will do its utmost to ensure that all
of its employees are
treated fairly during the period of their employment irrespective of their race,
religion, sex (including pregnancy), color, creed, age. national origin, physical or
mental disability, citizenship status, ancestry, marital status veteran status, political
affiliation, or any other factor protected by law. Alt decisions regarding employment will
be taken based on merit and business needs only.
53. Declaration signed by the Managing Director stating that the members of board of
Directors and senior management personnel have affirmed compliance with Ihe code of
conduct of board of Directors and senior management is annexed as a part of the report
("Annexure-J").
53. GENERAL DISCLOSURE:
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
1. issue of equity shares with differential rights as to dividend, voting or otherwise
2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under
any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impacl the going concern status and the Company's operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
5ection 67(3)@of theAct).
5 Change in the nature of business of your Company
6. Application made or any proceeding pending under the Insolvency and Bankruptcy Code.
2016.
7. One time settlement of loan obtained from the banks or financial institutions.
Place: SACHIN. SURAT Date: 14/08/2023
54. ACKNOWLEDGMENT:
Your directors wish to extend their sincere thanks to the Government as well as the
Government agencies, banks, customers, shareholders, vendors and other related
organizations who have helped in your Company's progress, as partners, through their
continued support and co-operation.
Your Directors also wish to place on record their sincere appreciation for the
dedicated efforts and consistent contribution made by the employees at all levels, to
ensure that the Company continues to growand excel.
55. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
'forward looking statements' within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied
Important factors that could make a difference to the Company's operations include global
and Indian demand supply conditions, finished goods prices, feed stock availability and
prices, cyclical demand and pricing in the Company's principal markets, changes in
government regulations, tax regimes, economic developments within India and the countries
within which the Company conducts business and other factors such as litigation and labor
negotiations. The Company is not obliged to publicly amend, modify or revise any
forward-looking statement, on the basis of any subsequent development, information
orevents or otherwise.
For and on behalf of Board of Directors
MEERA INDUSTRIES LIMITED
Dharmesh V. Desai
Chairman and Managing Director DIN:00292502
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