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Directors Report of M K Exim (India) Ltd.
Mar 31, 2025
The Directors present the Annual Report together with the audited Balance Sheet and the Statement of Profit and Loss and other Financial Statements of M.K. Exim (India) Limited for the year ended March 31, 2025.
Your Company''s performance during the year 2024-25 is summarized below:
|
FINANCIAL RESULTS |
('' in Lakhs) |
|
|
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
|
Income from operations |
9,494.93 |
9433.13 |
|
Profit before finance cost and Depreciation |
2533.11 |
2146.41 |
|
Finance cost |
9.76 |
24.57 |
|
Depreciation & amortization Expenses |
62.46 |
57.97 |
|
Profit before tax |
2,460.88 |
2063.87 |
|
Taxation |
662.17 |
532.07 |
|
Profit after tax |
1,798.71 |
1531.80 |
|
Balance brought forward from previous year |
1637.07 |
1705.27 |
|
Less: Transfer to General Reserve |
(2500.00) |
(1600.00) |
|
Disposable surplus available after adjustments |
733.94 |
1637.07 |
|
Balance carried to balance sheet |
733.94 |
1637.07 |
|
Earnings per share |
||
|
-Basic |
4.46 |
3.79 |
|
-Diluted |
4.46 |
3.79 |
Your directors present the Operational Performance of your Company for the Financial Year ended 31st March, 2025. During the year under review, the total revenue of the Company has increased from '' 9433.13 Lakhs to '' 9494.93 Lakhs as compared to previous year. The Company''s division of distributorship of cosmetics (FMCG) products contributed revenue '' 7,885.53 Lakhs during the year. The profit after tax is '' 1,798.71 Lakhs for the year 2024-25 under Report compared to '' 1531.80 Lakhs for the Financial Year ended 31st March, 2024 increased by 17%. Your directors are pleased to inform the members that your Company focused on consolidating its operations. Your directors would be able to take further strides and boost its overall operations.
CHANGE IN NATURE OF BUSINESS, IF ANY
The Company is engaged in business of export of fabrics and distributorship of Cosmetics (FMCG) products consisting of personal care and personal hygiene products of internationally reputed brands, PAN India.
During the Reporting period 2024-25 there is no change or addition in the nature of business of the Company.
DIVIDEND DECLARATION & TRANSFER TO RESERVES
Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profits to maintain healthy financial leverage with a view to support and fund the future expansion plans. M.K. Exim has a well-defined dividend policy which ensures the availability of sufficient distributable income to its members as per Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors has not recommended any dividend for the Financial Year ended March 31, 2025, in order to conserve the resources for future business requirements and to strengthen the financial position of the Company. The Board believes this approach is in the long-term interest of the Company and its stakeholders.
'' 2500 Lakh has been transferred to General Reserve Account during the year under review.
The Paid-up Equity Share Capital of the Company as on 31st March, 2025 was '' 4036.73 Lakhs comprising of 4,03,67,250 Equity shares of face value '' 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any stock options or sweat equity. None of the directors of the Company hold instruments convertible into equity shares during the Financial Year ended 31st March, 2025.
There is no change in share Capital during the financial year ended 31st March, 2025.
The Company prepares its Financial Statements in accordance with the requirements of the Companies Act, 2013 (hereinafter referred as "the Act" or "Act") and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The Financial Statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards ("IndAS"). The estimates and judgments relating to the Financial Statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the Financial Year ended 31st March, 2025.
Cash and cash equivalents as at March 31, 2025 was '' 410.84 Lakhs.
The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.
(a) Share Capital
The Authorized Share Capital of the Company is '' 60,00,00,000/- comprising of 6,00,00,000 equity shares of '' 10/- each. The paid-up share Capital of the Company is '' 40,36,72,500/- comprising of 4,03,67,250 Equity shares of '' 10/- each.
(b) Loan funds
During the year, the Secured Loan of the Company decreased from '' 70.65 Lakhs to '' 62.02 Lakhs.
(c) Sales
During the year, the turnover of the Company has increased from '' 9,237.75 Lakhs to '' 9,269.41 Lakhs.
During the Financial Year under review, the Company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013. The detail of the investments made by Company is given in the notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the year till the date of this Report. There have been no changes, which affects the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunal impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.
M/s Ummed Jain & Co., the Statutory Auditors of the Company have audited the Financial Statements included in this Annual Report and have issued an attestation Report on our internal control over Financial Reporting (as defined in Section 143 of Companies Act, 2013).
The Internal Audit is entrusted to M/s R. Attar & Company, Chartered Accountants. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure-E of this Report.
The Company complies with the provisions of Section 135 of the Companies Act, 2013, has framed, and implemented a CSR Policy, which is available on the website of the Company at www.mkexim.com.
The CSR Committee of the Company comprises of four directors including three Independent Directors. The detailed composition and terms of reference of the Committee can be referred in the Corporate Governance Report annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY
i. The Company has committed to conserve energy, improve energy efficiency through reduction of wastage and optimum utilization.
ii. Steps taken for utilizing alternate sources of energy: Nil
iii. Capital investment on energy conservation: Nil
The Company has no technology agreement and the issue of technology absorption does not arise.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign exchange earnings: '' 1383.88 Lakhs Foreign Exchange out go: NIL
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In terms of the first proviso to Section 196(3)(a) of the Companies Act, 2013, Company may continue the employment of a Whole-Time Director who has attained the age of 70 years by seeking members approval by way of a Special Resolution and by justifying such appointment in the explanatory statement.
As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Murli Wadhumal Dialani being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have atleast one Woman Director on the Board of the Company. Your Company has Mrs. Lajwanti Murlidhar Dialani as Whole-time Director on the Board of the Company, who is presently the Executive Director of your Company.
Mr. Manish Murlidhar Dialani (DIN: 05201121), was re-appointed as a Managing Director (MD) of the Company in the AGM held on 21.09.2024 for a further period of Five (5) years commencing from 28th September, 2024 till 27th September, 2029 (both days inclusive), liable to retire by rotation, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors (''Board'').
Also, Mr. Murli Wadhumal Dialani (DIN: 08267828), was re-appointed as a Whole-time Director, designated as an Executive Director of the Company in the AGM held on 21.09.2024 for a period of 5 (five) years commencing from 28th September, 2024 till 27th September, 2029 (both days inclusive), liable to retire by rotation, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors (''Board'').
As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of five consecutive years on passing of special resolution by shareholders of the Company and disclosure shall be made of such appointment in its Board''s Report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, in the Annual General meeting held on 05th September, 2023, the Company has taken approval from its members for re-appointment of Mrs. Priya Murlidhar Makhija as Independent Director of the Company for second term of five years, w.e.f. 11th April, 2024.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. The terms and conditions of the Independent Directors are incorporated on the website of the Company. During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
Brief resume of the Directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship/Membership of Board Committees etc. are provided in the Notice to Members and Report on Corporate Governance forming part of this Annual Report and their re-appointments are appropriate and in the best interest of the Company.
None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013.
Appointment and Resignation of the Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are given below:
|
S. No. |
Name |
Designation |
|
1 |
Mr. Murli Wadhumal Dialani |
Chairman and Whole Time Director |
|
2 |
Mr. Manish Murlidhar Dialani |
Managing Director |
|
3 |
Mrs. Lajwanti Murlidhar Dialani |
Whole Time Director |
|
4 |
Mr. Azad Kumar Tripathi |
Chief Financial Officer |
|
5 |
Mr. Babu Lal Sharma1 |
Company Secretary |
|
6 |
Mrs. Bhavna Giamalani2 |
Company Secretary |
Our Corporate Governance Report for Financial Year 2024-25 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of the Directors as well as the evaluation of the working of its committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of Directors expressed satisfaction of the evaluation process adopted by the Company.
BAORD MEETINGS AND MEETINGS OF MEMBERS
The Board met 6 (Six) times during the Financial Year 2024-25 under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
Currently, the Board has Four Committees: The Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee. The majority of the members of these committees are Independent and NonExecutive Director.
Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.
Nomination and Remuneration Committee:
Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.
The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company at www.mkexim.com.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Act. The Board has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on the website of the Company at the web link: www.mkexim.com.
Stakeholders Relationship Committee:
Your Company has in place a duly constituted Stakeholders Relationship Committee to meet the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.
A detailed note on the composition of the Board and other committees is provided in the Corporate Governance Report Section of this Annual Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, all Independent Directors convened a separate meeting without the presence of Non-Independent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, Company''s Financial Statements, Company''s compliance with relevant laws and regulations and performance of Non-Independent Directors, Chairman and the Board as a whole were reviewed and evaluated.
DIRECTORS'' RESPONSIBILITY STATEMENT
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 the reviews performed by management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2024-25.
To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013:
a) that in preparation of the Annual Accounts for the year ended 31st March, 2025 the applicable accounting standards have been followed and that there were no material departures;
b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;
c) that they have 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) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively;
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
g) that the increasing emphasis on the role of the Board in overseeing management''s performance and integrity of Financial Reporting. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company had declared dividend in the AGM held on 21.09.204 for FY 2023-24. During the Financial Year 2024-25, the Company has transferred the amount of Rs. 1,99,635 on 10-10-2024 into IEPF fund being dividend related to the shares already held in IEPF fund, as benefit accruing on Shares Transferred to IEPF.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
M/s Kolba Farm Fab Private Limited is an Associate Company of M.K. Exim (India) Limited. The salient features of the Financial Statements of the Associate Company is given in Form AOC-1 in Annexure "A".
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated Financial Statements of the Company are prepared in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India and form an integral part of this Report.
Pursuant to Section 129(3) of the Act and the relevant rules made thereunder, a statement containing salient features of the Financial Statements of the Associate Company is given in Form AOC-1 and forms an integral part of this Report as Annexure "A".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link www.mkexim.com.
During the year, the Company has not entered into any materially significant transaction, which may have potential conflict of interest in the Company. All the related party transactions entered during the year were in ordinary course of business and at arm''s length basis.
During the year under review, the Audit Committee of Directors approved all transactions entered into with related parties. Certain transactions, which were repetitive in nature, were approved through omnibus route.
There were material transactions of the Company with its related parties at arm''s length basis, therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed herewith as Annexure-B.
The details of the Familiarization Programme undertaken, has been provided in the Corporate Governance Report.
As provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that all the Members of the Board and Senior Management Personnel of the Company have affirmed Compliance with the Code of Conduct for Board and Senior Management Personnel of the Company during the Financial Year ended 31st March, 2025.
POLICY ON DIRECTOR''S APPOINTMENT/REMUNERATION/DETERMINING QUALIFICATIONS/POSITIVE ATTRIBUTES ETC.
The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.
Company has constituted Nomination and Remuneration Committee and on the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable Compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and of the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The said policy is of the Company on director''s appointment and remuneration, including the criteria for determining qualification, positive attribute, independence of a directors and other matters as required under sub section (3) of Section 178 of the Companies Act, 2013 is available on our website at www.mkexim.com.
The Executive Directors are not paid sitting fees. However, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
i) Statutory Auditors
The Board of Directors of the Company at their meeting held on 05th March, 2024, appointed M/s Ummed Jain & Co., Chartered Accountants, Jaipur (FRN: 119250W), a peer reviewed firm, as Statutory Auditors of the Company to fill the casual vacancy arising due to resignation of previous Statutory Auditors M/s Rishabh Agrawal & Associates, Chartered Accountants (FRN: 018142C), and further approved by the members through postal ballot on 02nd May, 2024.
M/s Ummed Jain & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for the Financial Year 2023-24 and to hold the office of Statutory Auditors upto the date of the last Annual General Meeting of the Company held on 21st September, 2024.
Further, on the basis of recommendations of the Audit Committee, your Board at their meeting held on 26th August, 2024 recommended appointment of M/s Ummed Jain & Co., Chartered Accountants, Jaipur (FRN: 119250W), as Statutory Auditors of the Company for a period of 5 (five) years to audit the books of account from FY 2024-25 to FY 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029. The members of the Company also approved their appointment by passing the Ordinary Resolution in the 32nd AGM of the Company held in the Financial Year 2024-25 on 21st September, 2024.
The Statutory Auditors have confirmed that they are eligible and are not disqualified from continuing as Statutory Auditors of the Company.
As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors'' Report for the Financial Year 2024-25 does not contain any qualification, reservation or adverse remark. These Reports are selfexplanatory and do not require any comments thereon. The Report is enclosed with the Financial Statements in this Annual Report.
ii) Branch Auditors
The Company is having a Branch Office at Mumbai, Maharashtra. The Company appointed M/s Vora Vora & Associates, Chartered Accountants (FRN: 140953W) as Branch Auditors for audit of accounts of the Mumbai Branch for the Financial Year 2023-24 at their Board Meeting held on 02nd December, 2023 to fill casual vacancy caused due to resignation of M/s M S Joshi & Company and further approved by the members by way of postal ballot on 04th January, 2024. The appointment of M/s Vora Vora & Associates, Chartered Accountants (FRN: 140953W) as Branch Auditors was valid upto 32nd Annual General Meeting held on 21st September, 2024.
Further, on the basis of recommendation of the Audit Committee, your Board at their meeting held on 26th August, 2024 recommended appointment of M/s Vora Vora & Associates, Chartered Accountants (FRN: 140953W) as Branch Auditors of the Company for a period of 5(five) years to audit the books of accounts from FY 2024-25 to FY 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029. The members of the Company also approved their appointment by passing the Ordinary Resolution in the 32nd AGM of the Company held in the Financial Year 2024-25.
iii) Internal Auditors
The Board on the recommendation of the Audit Committee appointed M/s. R. Attar & Company, Chartered Accountants as the Internal Auditors of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Anshu Parikh & Associates, Proprietor Anshu Parikh, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2025.
The Secretarial Auditors'' Report is enclosed as Annexure-D to the Board''s Report.
Further, in respect of the remarks mentioned in Secretarial Audit report, the Company clarifies respectively:
(i) The Company had filed the voting results of AGM dated 21.09.2024 in PDF format within prescribed time to Stock Exchange. Inadvertently, there was delay in filing voting results in XBRL format to BSE and the Company has deposited delay penal fees to BSE.
(ii) The Notice of the Board Meeting given to BSE did not mention the consideration of dividend as one of the matters to be considered by the Board. However, as per SEBI LODR, after conclusion of the Board Meeting, the Financial Results and the recommendation of the Board for dividend for the Financial Year ended 31st March, 2024 was intimated to the BSE within 30 minutes.
The Company has taken necessary corrective actions and reinforced its internal controls to ensure timely regulatory submissions going forward. We value our stakeholders'' trust and remain fully committed to best practices in corporate governance.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has Reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.
The Company is not required to maintain Cost Record as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provisions of the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company''s operations.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from M/s Anshu Parikh & Associates, Proprietor Anshu Parikh, (Membership No.: 9785, COP No.: 10686), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this Report.
In accordance with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on our website www.mkexim.com. RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework; and overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
The Audit Committee of the Board evaluating risks management policy of the Company on quarterly basis. A Risk Management Policy is available on our website www.mkexim.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employee''s remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this Report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the Registered Office of the Company during working hours up to the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - C and forms part of this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. 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-off during the year 2024-25:
⢠Number of complaints received: Nil
⢠Number of complaints disposed-off: Nil
⢠Number of complaints pending: Nil CEO AND CFO CERTIFICATION
Pursuant to the Regulation 17(8) of the Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification is attached with the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
The Equity Shares of the Company are listed with Bombay Stock Exchange Ltd (BSE), which has nationwide trading terminals. The Annual Listing Fee for the year 2025-26 was paid within the scheduled time to BSE.
The Company''s operations do not pose any environment hazards and are conducted in such a manner that safety of all concerned and compliances with environmental regulations are ensured.
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
Mr. Babu Lal Sharma resigned w.e.f. January 14, 2025.
Mrs. Bhavna Giamalani appointed w.e.f. April 11, 2025 as Company Secretary and Compliance Officer of the Company. Changes in Composition of Board of Directors after Financial Year ended 31st March, 2025
There has been no change in the composition of Board of Directors after Financial Year ended on 31st March, 2025.
Mar 31, 2024
Your Directors have pleasure in presenting their 32nd Annual Report and the audited financial statements for the financial year ended on 31st March 2024.
STANDALONE FINANCIAL RESULTS
The financial results of the Company during the year under review are summarized as under:
(F in lakhs)
|
Particulars |
Year ended 31.03.24 |
Year ended 31.03.23 |
|
Income from operations |
9433.13 |
10703.68 |
|
Profit before finance cost and Depreciation |
2146.40 |
2271.63 |
|
Finance cost |
24.56 |
20.51 |
|
Depreciation & amortization Expenses |
57.97 |
31.31 |
|
Profit before tax |
2063.87 |
2219.81 |
|
Taxation |
532.07 |
583.73 |
|
Profit after tax |
1531.80 |
1636.08 |
|
Balance brought forward from previous year |
1705.27 |
69.19 |
|
Less Dividend |
--- |
--- |
|
Less Transfer to General Reserve |
--- |
--- |
|
Disposable surplus available after adjustments |
3237.07 |
1705.27 |
|
Balance carried to balance sheet |
3237.07 |
1705.27 |
|
Earning per share |
||
|
-Basic |
3.79 |
6.08 |
|
-Diluted |
3.79 |
6.08 |
OPERATIONAL REVIEW:
The highlights of the Company''s performance are as under:
During the year under review, the total revenue of the company has declined by 11.87% i.e. ? 9433.13 Lakhs as compared to ? 10703.68 Lakhs in the previous year. The Company''s division of distributorship of cosmetics (FMCG) products contributed revenue ?7322.13 Lakhs during the year. The profit after tax is ? 1531.80Lakhs for the year 2023-24 under report compared to ?1636.08 Lakhs for the financial year ended 31st March 2023, declined by 6.37%. The sales by way of exports are ?1915.62 Lakhs during the year ended 31st March 2024 compared to ?2904.51 Lakhs in the previous year. Export sales constitute about 20.31% of the total revenue during the year.
Change in nature of business, if any
The Company is engaged in business of export of fabrics and distributorship of Cosmetics (FMCG) products consisting of personal care and personal hygiene products of internationally reputed brands, pan India.
During the reporting period 2023-24 there is no change or addition of in the nature of business of the company.
DIVIDEND DISTRIBUTION & TRANSFER TO RESERVES:
M.K. Exim has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. M.K. Exim has a well-defined dividend policy which ensures the availability of sufficient distributable income to its members as per Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the listing regulations).
Your Board of Directors is pleased to recommend a Final Dividend of ?0.50/- per equity share of face value of ?10/- each for the year ended 31st March, 2024 aggregating to ?201.84 lakhs and during the year under review, ?1600 Lakh transferred to General Reserves Account.
The Final Dividend shall be subject to the approval of Members at the Annual General Meeting on Saturday, 21st September, 2024.
SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on 31st March, 2023 was ?2691.15 Lakhs comprising 26911500 equity shares of ? 10 each. During the year under review, the Company has issued 1,34,55,750 Bonus equity shares in the ratio 1:2 (One new Equity share for two existing equity shares of face value ?10/- each) and consequently at the end of the financial year 2023-24, the paid-up share capital of the company increased from ?2691.15 Lakhs to ?4036.73 Lakhs comprising of 4,03,67,250 Equity shares of face value ?10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has it granted any stock options or sweat equity. None of the directors of the Company hold instruments convertible into equity shares during the financial year ended 31st March, 2024.
FINANCE & ACCOUNTS:
The Company prepares its financial statements in accordance with the requirements of the Companies Act, 2013(hereinafter referred as âthe Actâ or âActâ) and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards (âIndASâ). The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the financial year ended 31st March, 2024.
Cash and cash equivalents as at March 31, 2024 was ?197.20 Lakhs.
The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.
PERFORMANCE HIGHLIGHTS:
(a) Share Capital
The Authorized Share Capital of the Company is ?60,00,00,000/- comprising of 6,00,00,000 equity shares of ?10/- each. The paid-up share Capital of the Company is ?40,36,72,500/- comprising of 4,03,67,250 Equity shares of ?10/- each.
(b) Loan funds
During the year the Secured Loan of the Company was decreased by 74.39%, i.e. from ?242.64 Lakhs to ?62.13 Lakhs.
(c) Sales
During the year the turnover of the Company has declined by 11.28%, i.e. from ?10365.58 Lakhs to ?9237.75Lakhs due to international market situation, The board is making their possible efforts to improve the performance of the company.
DEPOSITS:
During the financial year under review, the company did not accept any deposits covered under chapter V of the Companies Act,2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report. There have been no changes, which affects the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunal impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.
M/s Ummed jain & Co. the Statutory Auditors of the company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
The internal audit is entrusted to M/s R. Attar & Company, Chartered Accountants. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure-E of this Report.
The Company complies with the provisions of section 135 of the Companies Act, 2013, has framed, and implemented a CSR policy, which is available on the website of the Company at www.mkexim.com.
The CSR committee of the Company comprises of five directors including one independent director. The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. The Company has committed to conserve energy, improve energy efficiency through reduction of wastage and optimum utilization.
ii. Steps taken for utilizing alternate sources of energy: Nil
iii. Capital investment on energy conservation: Nil
B. TECHNOLOGY ABSORPTION:
The Company has no technology agreement and the issue of technology absorption does not arise.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earnings: ?1915.62 Lakhs Foreign Exchange out go: NIL
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Directors
As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Manish Murlidhar Dialani being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have atleast one Woman Director on the Board of the Company. Your Company has Mrs. Lajwanti Murlidhar Dialani as Whole-time Director on the Board of the Company, who is presently the Executive Director of your Company.
As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of five consecutive years on passing of special resolution by shareholders of the Company and disclosure shall be made of such appointment in its Board''s report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, in the previous Annual General meeting held on 05th September, 2023, the Company has taken approvals from its members for re-appointment of Mr. Vishesh Mahesh Nihalani and Mrs. Priya Murlidhar Makhija as independent Directors of the Company for second term of five years, w.e.f. 20th June, 2023 and 11th April, 2024 respectively.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship/Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report and their re-appointments are appropriate and in the best interest of the Company.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act,2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
Appointments and Resignations of the Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are given below:
|
Sr. No. |
Name |
Designation |
|
1 |
Mr. Murli Wadhumal Dialani |
Chairman and Whole Time Director |
|
2 |
Mr. Manish Murlidhar Dialani |
Managing Director |
|
3 |
Mrs. Lajwanti M Dialani |
Whole Time Director |
|
4 |
Mr. Azad Kumar Tripathi |
Chief Financial Officer |
|
5 |
Mr. Babu Lal Sharma* |
Company Secretary |
* Mr. Babu Lal Sharma appointed w.e.f. April 24, 2023 as Company Secretary and Compliance Officer of the Company.
Changes in composition of board of directors after financial year ended on 31st March 2024 are as follows:Appointment & Cessation
On the recommendation the Nomination and Remuneration Committee, your Board of Directors recommends re-appointment of Mr. Manish Murlidhar Dialani as Managing Director of the Company and Mr. Murli Wadhumal Dialani as whole-time director of the Company for further period of 5 years.
Brief resume of the Key Managerial Personnel proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship/Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report and their re-appointments are appropriate and in the best interest of the Company.
CORPORATE GOVERNANCE REPORT:
Our corporate governance report for FY2023-24 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Annual Evaluation of Board Performance and Performance of its Committees and of Directors:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of the Directors as well as the evaluation of the working of its committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors
The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its committees and of the Directors
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of directors expressed satisfaction of the evaluation process adopted by the Company.
BAORD MEETINGS AND MEETINGS OF MEMBERS
The board met 10 (Ten) times during the financial year 2023-24 under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
COMMITTEES OF THE BOARD
Currently, the board has Four Committees: The Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the CSR Committee. The majority of the members of these committees are Independent and nonexecutive director.
Audit Committee:
Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.
Nomination and Remuneration Committee:
Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.
The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members This Policy is placed on the website link of the Company at www.mkexim.com.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Act. The Board has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on the website of the Company at the web link:www.mkexim.com.
Stakeholders Relationship Committee:
Your Company has in place a duly constituted Stakeholders Relationship Committee to meet the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.
A detailed note on the composition of the board and other committees is provided in the Corporate Governance report section of this annual report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, all of Independent Directors convened a separate meeting without the presence of Non-Independent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance of non-independent directors, Chairman and the Board as a whole were reviewed and evaluated.
DIRECTORS'' RESPONSIBILITY STATEMENT:
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 the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2023-24.
To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act 2013:
a) that in preparation of the annual accounts for the year ended 31st March 2024 the applicable accounting standards have been followed and that there were no material departures;
b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for the year ended on that date;
c) that they have 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) that the annual accounts have been prepared on a going concern basis
e) that proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively; and
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Transfer of unclaimed dividend to IEPF
The Company has transferred in the financial year 2022-23 the unpaid or unclaimed dividends declared in the financial years 2014-15, to the Investor Education and Protection Fund (âIEPFâ) established by the Central Government. Details of dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.
b) Transfer of shares to IEPF
The Company has also transferred those shares in the FY 2022-23, in respect of which above dividend declared in the FY 2014-15, has not been claimed by the members for seven consecutive years or more, to the Investor Education and Protection Fund Authority (IEPF). Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
M/s Kolba Farm Fab Private Limited is the associate company. The salient features of the financial statement of the associate company are given in form AOC-1 in Annexure âAâ.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company are prepared in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India and form an integral part of this report.
Pursuant to section 129(3) of the Act and the relevant rules made thereunder, a statement containing salient features of the financial statement of the associate company is given in form AOC-1 and forms an integral part of this report as Annexure âAâ.
PURTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link www.mkexim.com.
During the year, the Company has not entered into any materially significant transaction, which may have potential conflict of interest in the Company. All the related party transactions entered during the year were in ordinary course of business and at arm''s length basis
During the year under review, the Audit Committee of Directors approved all transactions entered into with related parties. Certain transactions, which were repetitive in nature, were approved through omnibus route.
Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions and modification of previously approved by the audit committee and board of directors of the company is being placed at the ensuing AGM.
There were material transactions of the Company with its related parties at arm''s length basis, therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed herewith as Annexure-B.
FAMILIARISATION PROGRAMME
The details of the familiarization programme undertaken, has been provided in the Corporate Governance Report.
CODE OF CONDUCT
As provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that all the Members of the Board and Senior Management personnel of the Company have affirmed Compliance with the Code of Conduct for Board and Senior Management Personnel of the Company during the financial year ended 31st March 2024.
POLICY ON DIRECTOR''S APPOINTMENT/REMUNERATION/DETERMINING QUALIFICATIONS/POSITIVE ATTRIBUTES ETC.
The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.
Company has constituted Nomination and Remuneration Committee and on the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable Compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and of the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The said policy is of the company on director''s appointment and remuneration, including the criteria for determining qualification, positive attribute, independence of a directors and other matters as required under sub section (3) of section 178 of the Companies Act, 2013 is available on our website at https://www.mkexim.com/investor1.html.
The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the
Board / Committee Meetings.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
AUDITORS
i) Statutory Auditors
The Members of the Company at their Annual General Meeting held on September 28, 2019 had approved the appointment of M/s Rishabh Agrawal& Associates, Chartered Accountants (Firm Registration No. 018142C), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 27th AGM held on September 28, 2019 until the conclusion of 32nd AGM of the Company to be held in the year 2024.
M/s Rishabh Agrawal & Associates, Chartered Accountants (Firm Registration No. 018142C), Statutory Auditors resigned w.e.f. 01st February, 2024 due to ongoing serious health concerns of the Designated partner. The Board of Directors of the Company at their meeting held on 05th March, 2024, appointed M/s Ummed Jain & Co., Chartered Accountants, Jaipur (FRN: 119250W), a peer reviewed firm, as Statutory Auditors of the Company for filling the casual vacancy arising due to resignation of previous Statutory Auditors i.e. M/s Rishabh Agrawal & Associates, Chartered Accountants (Firm Registration No. 018142C), and further approved by the members through postal ballot on 02nd May, 2024.
M/s Ummed Jain & Co., Chartered Accountants were appointed for audit of the accounts of the company for the financial year 202324 and to hold the office of Statutory Auditors upto the date of the ensuing Annual General Meeting of the Company to be held in the FY 2024-25. Therefore, appointment of M/s Ummed Jain & Co., Chartered Accountants, Jaipur (FRN: 119250W), as Statutory Auditors is valid upto this AGM and required approval of the Members of the Company in this AGM for appointment as Statutory Auditors for further period of 5(five) years.
Further on the basis of recommendations of the Audit Committee your Board at their meeting held on 26th August, 2024 recommended appointment of M/s Ummed Jain & Co., Chartered Accountants, Jaipur (FRN: 119250W), as Statutory Auditors of the Company for a period of 5(five) years to audit the books of account from FY2024-25 to 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029.
The Statutory Auditors have confirmed that they are continue to be eligible and are not disqualified from continuing as Statutory Auditors of the Company.
As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. These reports are self-explanatory and do not require any comments thereon. The Report is enclosed with the financial statements in this Annual Report.
ii) Branch Auditor
The Company is having a branch office at Mumbai, Maharashtra and the company appointed M/s M S Joshi & Company, Chartered Accountant (FRN: 138082W) as branch auditor in its AGM dated 30.09.2020 for the period of 5 years i.e. till the 33rd AGM to be held in the year 2025.
M/s M S Joshi & Company, Chartered Accountant (FRN: 138082W) tendered their resignation form the office of Branch Auditors w.e.f. 09.11.2023.
Your Board at their meeting held on 02nd December, 2023 recommended appointment of M/s Vora Vora & Associates, Chartered Accountants (FRN: FRN:140953W) as branch auditor for the audit of accounts of the Mumbai branch for the financial year 202324 and further approved by the members by way of postal ballot on 04th January, 2024. The appointment of M/s Vora Vora & Associates, Chartered Accountants (FRN: FRN:140953W) as branch auditor is valid upto this Annual General Meeting.
Further on the basis of recommendations of the Audit Committee your Board at their meeting held on 26th August, 2024 recommended appointment of M/s Vora Vora & Associates, Chartered Accountants (FRN: FRN:140953W) as Branch Auditors of the Company for a period of 5(five) years to audit the books of account from FY 2024-25 to 2028-29 and to hold office until the conclusion of the AGM to be held in the calendar year 2029.
iii) Internal Auditors
The Board on the recommendation of the Audit Committee appointed M/s. R. Attar & Company Chartered Accountants as the Internal Auditors of the Company.
iv) 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 of the Company had appointed M/s Anshu Parikh &Associates Prop. Anshu Parikh, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2024.
The Secretarial Auditors'' Report is enclosed as Annexure-D to the Board''s report.
The Secretarial Audit Report for the Financial Year ended March 31,2024, does not contain any qualification, reservation, or adverse remarks.
The report is self-explanatory and do not require any comments thereon.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
COST RECORDS
The company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013. The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the Company''s operations.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from M/s Anshu Parikh & Associates, Prop. Anshu Parikh, (Membership No.9785, COP No.10686) practicing Company Secretary to the effect that none of the Directors of the Company have been disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report.
EXTRACT OF THE ANNUAL RETURN
In accordance with section 134(3)(a) of the Companies Act, 2013, the annual return of the company is available on our website www.mkexim.com.
RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework; and overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
The Audit Committee of the Board evaluating risks management policy of the Company on quarterly basis. A risk management policy is available on our website http://www.mkexim.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is presented in a separate section forming part of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employee''s remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - C and forms part of this Report.
EQUAL OPPORTUNITY & POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.
Pursuant to the disclosure requirements under section 134(3) and rules thereof of the Companies Act, 2013 the Company has also constituted internal complaint committee as required under provisions of Sexual Harassment of woman at workplace (prevention, Prohibition & Redressal) Act 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment, where employees feel secure. The Company has revisited the Internal Complaints Committee members and emphasized on the roles and responsibilities expected from the members.
The Company continuously invests in enhancing the awareness on the Policy across its workforce.
The Company has not received any complaint of sexual harassment during the year under review.
CEO AND CFO CERTIFICATION
Pursuant to the Regulation 17(8) of the Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification is attached with the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2023-24, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd (BSE), which has nationwide trading terminals. The annual listing fee for the year 2024-25 was paid within the scheduled time to BSE.
ENVIRONMENTS AND SAFETY
The Company''s operations do not pose any environment hazards and are conducted in such a manner that safety of all concerned and compliances with environmental regulations are ensured.
TRANSFEROFSHARES
As notified under Regulation4 0(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
By order of the Board
Place: Jaipur Date: 26.08.2024
Murli Wadhumal Dialani Chairman DIN:08267828
Mar 31, 2023
Your Directors have pleasure in presenting their 31st Annual Report and the audited financial statements for the financial year ended on 31st March 2023.
STANDALONE FINANCIAL RESULTS
The financial results of the Company during the year under review are summarized as under:
(Rs. in Lakhs)
|
Particulars |
Year ended 31.03.23 |
Year ended 31.03.22 |
|
Income from operations |
10703.68 |
7424.92 |
|
Profit before finance cost and Depreciation |
2271.63 |
1846.44 |
|
Finance cost |
20.51 |
34.17 |
|
Depreciation & amortization Expenses |
31.31 |
28.69 |
|
Profit before tax |
2219.81 |
1783.58 |
|
Taxation |
583.73 |
459.01 |
|
Profit after tax |
1636.08 |
1324.57 |
|
Balance brought forward from previous year |
69.19 |
2029.04 |
|
Less Dividend |
--- |
--- |
|
Less Transfer to General Reserve |
--- |
3300.00 |
|
Disposable surplus available after adjustments |
1705.27 |
53.60 |
|
Balance carried to balance sheet |
1705.27 |
53.60 |
|
Earning per share |
||
|
-Basic |
6.08 |
4.92 |
|
-Diluted |
6.08 |
4.92 |
OPERATIONAL REVIEW:
The high lights of the Company''s performance are as under:
During the year under review, the total revenue of the company has improved by 44% i.e. Rs.10703.68 Lakhs as compared to Rs. 7424.92 Lakhs in the previous year. The Company''s division of distributorship of cosmetics (FMCG) products contributed revenue Rs. 7461.07 Lakhs during the year. The profit after tax is Rs. 1636.08 Lakhs for the year under report compared to Rs. 1324.57 Lakhs for the financial year ended 31st March 2022, an increase of about 24%. The sales by way of exports are Rs. 2904.51 Lakhs during the year ended 31st March 2023 compared to Rs. 2103.01 Lakhs in the previous year. Export sales constitute about 27% of the total revenue during the year.
Change in nature of business, if any
The Company is engaged in business of export of fabrics and distributorship of Cosmetics (FMCG) products consisting of personal care and personal hygiene products of internationally reputed brands, pan India.
During the reporting period 2022-23 there is no change or addition of in nature of business of the company.
DIVIDEND DISTRIBUTION & TRANSFER TO RESERVES:
M.K. Exim has always endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans. M.K. Exim has a well-defined dividend policy which ensures the availability of sufficient distributable income to its members as per Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the listing regulations).
With a view to conserve the resources for the business of the Company, during the financial year your Board do not recommended dividend for the financial year ended 31st March 2023.
Further, the Board of Directors have decided to retain the entire amount of profit for Financial Year 2022-23 in the Statement of Profit & Loss as at March 31, 2023.
Your Board doesn''t propose to transfer any amount to General Reserve for the financial year ended on March31, 2023.
SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on 31st March, 2023 was Rs. 2691.15 Lakhs comprising 26911500 equity shares of Rs. 10 each. During the year under review, the Company has not issued shares with differential voting rights nor has it granted any stock options or sweat equity. None of the directors of the Company hold instruments convertible into equity shares during the financial year ended 31st March, 2023.
FINANCE & ACCOUNTS:
The Company prepares its financial statements in accordance with the requirements of the Companies Act 2013 (hereinafter referred as âthe Actâ or âActâ) and the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial statements have been prepared on historical cost basis in conformity with the Indian Accounting Standards (âIndASâ). The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the financial year ended 31st March, 2023.
Cash and cash equivalents as at March 31, 2023 was Rs. 902.37 Lakhs.
The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.
PERFORMANCE HIGHLIGHTS:
(a) Share Capital
The Authorized Share Capital of the Company is 30,00,00,000/- comprising of 3,00,00,000 equity shares of Rs. 10/- each. The paid-up share Capital of the Company is Rs. 26,91,15,000/- comprising of 2,69,11,500 Equity shares of Rs. 10/- each.
(b) Loan funds
During the year the Secured Loan of the Company was decreased by 38.75%, i.e. from Rs. 396.18 Lakhs to Rs. 242.64 Lakhs.
(c) Sales
During the year the turnover of the Company has increased by 42%, i.e. from Rs. 7318.27 Lakhs to Rs. 10365.58 Lakhs, the board is making their possible efforts to improve the performance of the company during the current financial year.
DEPOSITS:
During the financial year under review, the company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report. There have been no changes, which affects the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunal impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down.
M/s Rishabh Agrawal & Associates the statutory auditors of the company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
The internal audit is entrusted to R Attar & Company, Chartered Accountants. The Audit Committee reviews the adequacy and effectiveness of the internal control systems and suggests improvements, wherever required.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure-E of this Report.
The Company complies with the provisions of section 135 of the Companies Act, 2013, has framed, and implemented a CSR policy, which is available on the website of the Company at www.mkexim.com.
The CSR committee of the Company comprises of five directors including one independent director. The detailed composition and terms of reference of the committee can be referred in the Corporate Governance Report annexed to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
i. The Company has committed to conserve energy, improve energy efficiency through reduction of wastage and optimum utilization.
ii. Steps taken for utilizing alternate sources of energy: Nil
iii. Capital investment on energy conservation: Nil
B. TECHNOLOGY ABSORPTION:
The Company has no technology agreement and the issue of technology absorption does not arise.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earnings: Rs. 2904.51 Lakhs Foreign Exchange out go: NIL
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
DIRECTORS
Mrs. Lajwanti Murlidhar Dialani, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers for re-appointment.
Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and Rules made thereunder, on recommendation and performance evaluation of Nomination and Remuneration Committee, the board of directors appointed Mr. Vishesh Mahesh Nihalani as Independent directors with effect from 20th June, 2018 for a term of five years upto 19th June 2023 and approved by the shareholders in Annual General Meeting held in the year 2018.
As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of five consecutive years on passing of special resolution by shareholders of the Company and disclosure shall be made of such appointment in its Board''s report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, the first term of Mr. Vishesh Mahesh Nihalani was due to expire on 19th June 2023. The Board of Directors at its meeting held on 20th June 2023 after considering the recommendation and performance evaluation of the Nomination and Remuneration Committee, on the basis of vast knowledge and experience of Mr. Vishesh Mahesh Nihalani in Finance/account, Marketing and Advanced Valuation Analysis and subject to approval of the shareholders, recommended re-appointment of Mr. Vishesh Mahesh Nihalani for a second consecutive term of five(5) years w.e.f. 20th June, 2023 to 19th June, 2028 as Independent Director on the Board of the Company. Since Mr. Vishesh Mahesh Nihalani re-appointed as an Independent Director for the second consecutive term of five years on the board of the Company, approval from the members has been sought by way of special resolution in the ensuing Annual General Meeting.
Brief resume of the Directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship/Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets
the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.
During the year under review, the non-executive Independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
During the year under review, the Shareholders in their AGM held on September 30, 2022, on the approval and recommendation of Board and the Nomination and Remuneration Committee (''NRC''), approved the re-appointment of Mrs. Lajwanti M Dialani as Wholetime Director of the Company for a further period of five years with effect from 26th August 2022 to 25th August 2027.
Based on the recommendation of the Nomination and Remuneration Committee (''NRC''), the board of directors of the company had appointed Mr. Gaurav L Patodia as an additional Independent director of the Company on November 13, 2021 to hold office upto the next Annual General meeting to be held in the year 2022-23 and was subject to approval of members by way of special resolution. During the under review the members at the Annual General Meeting held on 30th September 2022 approved the appointment of Mr. Gaurav L Patodia as an Independent Director on the Board for a first term of five consecutive years with effect from 13th November 2021 and upto 12th November 2026.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel of the Company are given below:
|
Sr. No. |
Name |
Designation |
|
1 |
Mr. Murli Wadhumal Dialani |
Chairman and Whole Time Director |
|
2 |
Mr. Manish Murlidhar Dialani |
Managing Director |
|
3 |
Mrs. Lajwanti M Dialani* |
Whole Time Director |
|
4 |
Mr. Mahaveer Prasad Jain** |
Chief Financial Officer |
|
5 |
Mr. Azad Kumar Tripathi*** |
Chief Financial Officer |
|
6 |
Mrs. Prakriti Sethi**** |
Company Secretary |
|
7 |
Mr. Babu Lal Sharma***** |
Company Secretary |
* During the year under review, the Shareholders in their AGM held on September 30, 2022, approved the re-appointment of Mrs. Lajwanti M Dialani as Whole-time Director of the Company for a further period of five years with effect from 26th August 2022 to 25th August 2027.
** Mr. Mahaveer Prasad Jain has resigned w.e.f. October 31, 2022.
*** Mr. Azad Kumar Tripathi appointed w.e.f. December 14, 2022.
**** Mrs. Prakriti Sethi resigned w.e.f. April 15, 2023.
***** Mr. Babu Lal Sharma appointed w.e.f. April 24, 2023.
CORPORATE GOVERNANCE REPORT:
Our corporate governance report for FY2022-23 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the corporate governance report.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Annual Evaluation of Board Performance and Performance of its Committees and of Directors:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development;
degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. The Board of directors expressed satisfaction of the evaluation process adopted by the Company.
BAORD MEETINGS AND MEETINGS OF MEMBERS
The board met 7 (Seven) times during the financial year 2022-23 under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
COMMITTEES OF THE BOARD
Currently, the board has Four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the CSR Committee. The majority of the members of these committees are Independent and nonexecutives director.
Audit Committee:
Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.
Nomination and Remuneration Committee:
Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.
The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company at www. mkexim.com.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility (CSR) Committee has been constituted by the Board in compliance with the requirements of Section 135 of the Act. The Board has adopted the CSR Policy as formulated and recommended by the Committee. The CSR Policy is available on the website of the Company at the web link:www.mkexim.com.
Stakeholders Relationship Committee:
Your Company has in place a duly constituted Stakeholders Relationship Committee to meet the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Stakeholders Relationship Committee are given under the Corporate Governance Report.
A detailed note on the composition of the board and other committees is provided in the Corporate Governance report section of this annual report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, all of Independent Directors convened a separate meeting without the presence of Non-Independent Directors
and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance of non-independent directors, Chairman and the Board as a whole were reviewed and evaluated.
DIRECTORS'' RESPONSIBILITY STATEMENT:
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 the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2022-23.
To the best of knowledge and belief and according to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act 2013:
a) that in preparation of the annual accounts for the year ended 31st March 2023 the applicable accounting standards have been followed and that there were no material departures;
b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023 and of the profit of the Company for the year ended on that date;
c) that they have 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) that the annual accounts have been prepared on a going concern basis
e) that proper internal financial controls were laid down and that such internal financial controls were adequate and were operating effectively; and
f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Transfer of unclaimed dividend to IEPF
As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to Rs. 1,88,315.00 lying with the Company for a period of seven years were transferred during the Financial Year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.
b) Transfer of shares to IEPF
As required under Section 124 of the Act, 2,91,983 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
M/s Kolba Farm Fab Private Limited is the associate company. The salient features of the financial statement of the associate company are given in form AOC-1 in Annexure âAâ.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company are prepared in accordance with the relevant accounting standards issued by the Institute of Chartered Accountants of India and form an integral part of this report.
Pursuant to section 129(3) of the Act and the relevant rules made thereunder, a statement containing salient features of the financial statement of the associate company is given in form AOC-1 and forms an integral part of this report as Annexure âAâ.
PURTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link www.mkexim.com.
During the year, the Company has not entered into any materially significant transaction, which may have potential conflict of interest in the Company. All the related party transactions entered during the year were in ordinary course of business and at arm''s length basis
During the year under review, the Audit Committee of Directors approved all transactions entered into with related parties. Certain transactions, which were repetitive in nature, were approved through omnibus route.
Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions and modification of previously approved by the audit committee and board of directors of the company is being placed at the ensuing AGM.
There were material transactions of the Company with its related parties at arm''s length basis, therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed herewith as Annexure-B.
FAMILIARISATION PROGRAMME
The details of the familiarization programme undertaken, has been provided in the Corporate Governance Report.
CODE OF CONDUCT
As provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that all the Members of the Board and Senior Management personnel of the Company have affirmed Compliance with the Code of Conduct for Board and Senior Management Personnel of the Company during the financial year ended 31st March 2023.
POLICY ON DIRECTOR''S APPOINTMENT/REMUNERATION/DETERMINING QUALIFICATIONS/POSITIVE ATTRIBUTES ETC.
The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.
Company has constituted Nomination and Remuneration Committee and on the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable Compliance with Section 178 of the Companies Act, 2013 read with rules thereunder and of the SEBI (LODR) Regulations, 2015. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The said policy is of the company on director''s appointment and remuneration, including the criteria for determining qualification, positive attribute, independence of a directors and other matters as required under sub section (3) of section 178 of the companies act, 2013 is available on our website at https://www.mkexim.com/investor1.html.
The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.
AUDITORS
i) Statutory Auditors
The Members of the Company at their Annual General Meeting held on September 28, 2019 had approved the appointment of M/s Rishabh Agrawal & Associates, Chartered Accountants (Firm Registration No. 018142C), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 27th AGM held on September 28, 2019 until the conclusion of 32nd AGM of the Company to be held in the year 2024.
As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Pursuant to the provisions of Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.
The Auditors'' Report for the 2023 does not contain any qualification, reservation or adverse remark. These reports are self-explanatory and do not require any comments thereon. The Report is enclosed with the financial statements in this Annual Report
ii) Branch Auditor
The Company is having a branch office at Mumbai, Maharashtra and the company has appointed M/s M S Joshi & Company, Chartered Accountant (FRN: 138082W) as branch auditor in its AGM dated 30.09.2020 for the period of 5 years i.e. till the 33rd AGM to be held in the year 2025.
iii) Internal Auditors
The Board on the recommendation of the Audit Committee has appointed M/s. R. Attar & Company Chartered Accountants as the Internal Auditors of the Company.
iv) 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 of the Company had appointed M/s Anshu Parikh & Associates Prop. Anshu Parikh, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended on 31st March 2023.
The Secretarial Auditors'' Report is enclosed as Annexure-D to the Board''s report.
The Secretarial Audit Report for the Financial Year ended March 31,2023, does not contain any qualification, reservation, or adverse remarks.
The report is self-explanatory and do not require any comments thereon.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
COST RECORDS
The company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013. The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable to the Company''s operations.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from M/s Anshu Parikh & Associates, Prop. Anshu Parikh, (Membership No.9785, COP No.10686), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report.
EXTRACT OF THE ANNUAL RETURN
In accordance with section 134(3)(a) of the Companies Act, 2013, the annual return of the company is available on our website www. mkexim.com.
RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework; and overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
The Audit Committee of the Board evaluating risks management policy of the Company on quarterly basis. A risk management policy is available on our website http://www.mkexim.com.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is presented in a separate section forming part of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - C and forms part of this Report.
EQUAL OPPORTUNITY & POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.
Pursuant to the disclosure requirements under section 134(3) and rules thereof of the Companies Act, 2013 the Company has also constituted internal complaint committee as required under provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has revisited the Internal Complaints Committee members and emphasized on the roles and responsibilities expected from the members.
The Company continuously invests in enhancing the awareness on the Policy across its workforce.
The Company has not received any complaint of sexual harassment during the year under review.
CEO AND CFO CERTIFICATION
Pursuant to the Regulation 17(8) of the Listing Regulations, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification is attached with the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (IndAS) specified under Section133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd (BSE), which has nationwide trading terminals. The annual listing fee for the year 2023-24 was paid within the scheduled time to BSE.
ENVIRONMENTS AND SAFETY
The Company''s operations do not pose any environment hazards and are conducted in such a manner that safety of all concerned and compliances with environmental regulations are ensured.
TRANSFER OF SHARES
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For & on behalf of Board
Place: Jaipur
Date: 04.08.2023 Murli Wadhumal Dialani
Chairman DIN: 08267828
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report and
the audited financial statements for the financial year ended 31 "March
2015
1 Financial Results
The summarized financial results for the financial year ended 31st
March 2015 are presented below:
Rs. In lacs
Details Financial Financial
year ended year ended
31st March 31st March
2015 2014
Income from operations 5093.03 2808.90
Profit before interest, 107.93 47.66
depreciation and taxation
Finance cost 21.60 17.63
Depreciation 17.45 15.73
Profit before tax 68.88 14.30
Taxation 18.00 3.21
Profit after tax 50.88 11.09
Balance brought forward from 933.18 922.09
previous year
Disposable surplus available 984.06 933.18
after adjustments
Appropriations:
Proposed dividend 35.90 -
Dividend distribution tax 7.35 -
Balance carried to balance 940.81 933.18
sheet
The income during the financial year ended 31st March 2015 is Rs.
5093.03 lacs compared to Rs. 2828.90 in the previous year- an increase
of 81.31%. The profit after tax for the financial year ended 31st March
2015 is Rs. 50.88 lacs compared to Rs. 11.09 lacs - an increase of 359%
over the previous year. The sales by way of exports is Rs. 4602.87 lacs
during the year ended 31st March 2015 compared to Rs. 2477.95 lacs in
the previous year. Export sales constitute about 96% of the total sales
during the year.
2 Dividend and Reserves
The Board of Directors has recommended a dividend of Rs. 0.50 per share
(5%) for the financial year ended 31s' March 2015 aggregating to
Rs.35.90 lacs. During the year under review, no amount is transferred
to general reserves and the surplus amount of Rs. 940.81 lacs is
carried over to the balance sheet.
3 Share Capital
The paid up equity share capital of the Company as at 31st March 2015
stood at Rs 718.05 lacs. During the year under review, the Company has
not issued shares with differential voting rights nor has it granted
any stock options or sweat equity. None of the directors of the Company
hold instruments convertible into equity shares during the financial
year ended 31st March 2015.
4 Finances Accounts
The Company prepares its financial statements in accordance with the
requirements of the Companies Act 2013 and the Generally Accepted
Accounting Principles (GAPP)as applicable in India. The financial
statements have been prepared on historical cost basis. The estimates
and judgments relating to the financial statements are made on a
prudent basis so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company's state of
affairs, profits and cash flows for the financial year ended 31st March
2015.
5 Business Risks
Like any other company in the textiles sector, the Company is exposed
to business risks which can be internal and external. Increase in oil
prices, volatility in the exchange rate of rupee vis-a- vis other
principal currencies, increase in inflation leading to reduced spending
power, are some of the risks faced by the Company. The expected slow
down in the growth in economies in Euro Zone, USA, South American
countries, Russia, Middle East and other Asian countries may impact
export sales of the Company.
The Board of Directors is well aware of these risks and through the
operational management, continues to monitor them and guides in taking
prompt action to mitigate the risks.
6 Corporate Social Responsibility
Section 135 of the Companies At 2013 and the rules made there under
relating to corporate social responsibility are not applicable to the
Company during the financial year ended 31 st March 2015.
7 Subsidiaries
The Company has no subsidiary company.
8 Corporate Governance
As per SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September
2014, clause 49 of the listing agreement relating to corporate
governance is not applicable to the Company.
9 Listing of shares in BSE
During the financial year under report, the equity shares issued by the
Company are listed at BSE.
10 Extract of Annual Return
The extract of annual return in form MGT 9, as required under section
92 of the Companies Act 2013, as at 31st March 2015, is annexed to this
report as Annexure A which forms part of this report.
11 Key Managerial Personnel
During the year under review, the Company has appointed following
persons as its Key Managerial Personnel
Sr No. Name Designation
1 Shri Dayaram Khanchandani Chairman and Whole time
Director
2 Shri Manish Murli Dialani Managing Director
3 Shri Shashi Kant Vyas Chief Financial Officer
4 Ms. Prakriti Sethi Company Secretary
12 Board of Directors
Appointment
During the year, the Board had appointed, on the recommendation of the
Remuneration and Nomination Committee, Shri Manish M Dialani as the
additional director from 29th September 2014 and as the Managing
Director from 30th October 2014 for a period of 5 years subject to
approval of the members at the ensuing annual general meeting.
During the year, the Company has appointed Smt. Lajwanti Murli Dialani
(DIN 05201148) as additional director with effect from 30.03.2015 . As
additional director, she holds office till the ensuring annual general
meeting. The Company has received notice of her appointment with
requisite deposits from a member.
Resignation
Smt. Pushpa Khanchandani (DIN 00174337 ) resigned as Director from
30.10.2014. The Board places on record its appreciation of the services
rendered by Smt. Pushpa Khanchandani. Independent Directors
All Independent directors have given declaration that they meet the
criteria of independence as stipulated under section 149(6) of the
Companies Act 2013.
As per provisions of Section 152 of the Companies Act 2013 and in
accordance with the provisions of the Articles of Association of the
Company, Shri Dayaram Khanchandani retires by rotation and being
eligible offers himself for re appointment.
13 Number of meetings of the Board
During the year under report, the board met 12- times on 15.05.2014,
26.05.2014, 21.06.2014, 30.06.2014, 31.07.2014, 01.09.2014, 01.10.2014,
30.10.2014, 22.12.2014, 07.02.2015, 18.03.2015 & 30.03.2015
14 Board Evaluation
The performance evaluation of the independent directors was completed.
The performance evaluation of the Chairman and non-independent
directors was carried out by the independent directors and was accepted
by the Board.
15 Particulars of loans, guarantees or investments by the Company
During the year, the Company has not given any loan or issued any
guarantee in connection with the loan.
The Company has entered into an agreement with the directors and
members of Kolba Farm Fab Private Limited (Kolba), a company based in
Surat, Gujarat, to acquire the said company's shares subject to certain
terms and conditions. Kolba's business activities are in sync with the
Company's business. If the agreement materialises, Kolba would become
the subsidiary of the Company during the current financial year. The
acquisition would greatly supplement the ever increasing business
activities of the Company.
16 Whistle Blower policy
The Company has in place a mechanism to report genuine concerns or
grievances.
17 Remuneration and Nomination policy
The Board of directors has adopted a policy framework for selection,
appointment and remuneration of directors, key managerial personnel and
senior management of the Company.
18 Related party transactions
All transactions entered with related parties for the financial year
ended 31st March 2015 were on arm's length basis and in the ordinary
course of business. Hence provisions of Section 188 of the Companies
Act 2013 are not attracted and disclosure in form AOC 2 is not
required.
All related party transactions are placed before the Audit Committee
and the Board of Directors for approval.
19 Significant and material orders passed by the regulators or courts
There are no significant and material orders passed by the regulators
or courts against the Company during the year.
20 Directors responsibility statement
To the best of knowledge and belief and according to the information
and explanation obtained by them, your directors make the following
statement in terms of section 134(3)(c) of the Companies Act 2013:
(i) That in preparation of the annual accounts for the year ended 31st
March 2015 the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
(ii) 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 31st March 2015 and of the
profit of the Company for the year ended on that date;
(iii) That 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 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
(iv) That the annual accounts have been prepared on a going concern
basis
(v) That 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.
21 Statutory auditors
M/s. Vimal Agrawal & Associates, Chartered Accountants, who are
statutory auditors of the Company hold office upto the forthcoming
annual general meeting. If appointed, Under section 139 of the
Companies Act 2013, they shall hold office from the conclusion of the
ensuing annual general meeting till the conclusion of the annual
general meeting relating to the financial year ending 31st March 2018.
The Company has obtained written confirmation from the auditors that
their appointment, if made, would be in conformity with the limits
specified in the said section.
Qualification in the auditor's report
With reference to the auditor's remarks in regard to AS 15 for
Employees Benefits (Revised 2005) for provision of gratuity, the
Directors clarify that the liability for gratuity payable by the
Company is being worked out in consultation with LIC and appropriate
policy as advised by LIC will be taken in due course, during the
current financial year.
22 Cost Audit
The provisions of the Companies (Cost Records and Audit) Rules 2014 are
not applicable to the Company's operations.
23 Secretarial Audit Report
As required under section 204 of the Companies Act 2013, the
Secretarial Audit Report from Mr. Suresh Chandra Sharma, S. C. Sharma
& Associates, Practising Company Secretary (CP No 3374) is annexed to
this report as Annexure B which forms part of this report.
With reference to the observations in the secretarial audit report in
the matter of appointment of independent directors, the Directors state
that the Company has complied with the provisions of section 149 of the
Companies Act 2013 and no action need to be taken further.
24 Internal control system and their adequacy
The Company has an effective internal control system commensurate with
its size and scale of its operations. The internal audit is entrusted
to M/s M/s Madhur & Associates, Chartered Accountants.
The Audit Committee reviews the adequacy and effectiveness of the
internal control systems and suggests improvements, wherever required.
25 Environment and Safety
The Company's operations do not pose any environment hazards and are
conducted in such a manner that safety of all concerned and compliances
with environmental regulations is ensured.
26 Statutory Information
(A) Conservation of energy:
I. Power Consumption:
Year Ended Year Ended
31.03.2015 31.03.2014
1. Electricity
Purchased units 46110 15510
Total Amount (in Rs.) 334637 119033
Rate per unit (in Rs.) 7.26 7.67
2. Diesel
Purchased (in liters) NIL NIL
Total Amount(in Rs.) NIL NIL
Rate per liter (in Rs.) NIL NIL
3. Coal NIL NIL
4. Furnance Oil NIL NIL
5. Other Internal Generation NIL NIL
II. Consumption per unit of Production
Year Ended Year Ended
31.03.2015 31.03.2014
1. Electricity units NIL NIL
permtr. fabrics
The Consumption of energy has increased with the increased business
activities of the Company during the year. The Management is taking all
possible efforts to avoid wasteful consumption of energy.
(B) Technology Absorption: The Company has no technology agreement and
the issue of technology absorption does not arise.
(C) Foreign exchange out go and expenses
Foreign exchange earnings: Rs 45,91,40,093/-
Foreign Exchange outgo Rs. NIL
27 Acknowledgment
The Directors wish to place on record their appreciation of the
contribution made by the employees at all levels but for whose efforts,
the Company could not have achieved the remarkable financial results
for the financial year ended 31st March 2015.
The Directors also to wish to thank the Company's customers and banks
for their continued support and faith reposed in the Company.
By order of the board
for M. K. Exim (India) Limited
Sd /- Sd/- Sd/-
DayaRam Khanchandani Manish Murlidhar Dialani Prakriti Sethi
Whole Time Director Managing Director Company Secretary
(DIN:00161546) (DIN:05201121)
Place: Jaipur
Date:30.05.2015
Mar 31, 2014
Dear Members
The Directors have great pleasure in presenting the 22nd Annual
Report on the performance of your Company for the financial year ended
on 31st March, 2014 along with Audited Statement of Accounts.
The highlights of the financial results of the Company for the
Financial Year ended on 31st March, 2014 are as under:-
FINANCIAL HIGHLIGHTS
Rs. In Lacs
Financial Year ended on
Particulars
2013-14 2012-13
Sales and other Income 2808.90 1394.45
Profit before interest &
depreciation 44.80 61.43
Interest 14.76 37.23
Profit after interest 30.04 24.20
but before Depreciation
Depreciation 15.74 16.82
Profit/ (Loss) before tax 14.30 7.38
Provision for taxation 6.83 (1.59)
Deferred Tax Liability 3.62 2.10
(Created)/ Reversed
Net Profit/ (Loss) after tax 11.09 7.89
FINANCIAL PERFORMANCE
The turnover during the financial year 2013-14 was Rs. 2808.90 lacs in
comparison of previous year Rs. 1394.45 lacs. The turnover has
increased by approx. 101 percentage. The board is making their all
possible efforts to improve the performance of the Company.
DIVIDEND
Your Board of Directors has not propose any dividend for the year.
DIRECTORS:
The company has received confirmation from Directors u/s 164 of
Companies Act, 2013 in respect of director''s qualification.
The board wants to appoint a new Director Mr. MANISH MURLIDHAR DIALANI
DIN NO. 05201121 as director of the company whose nomination with
deposit and consent to act as director of the company has been received
by the company. Shareholders are requested to approve his appointment
as director of the company.
SALE OF LAND AND PLANT:
The board wants to sale a land situated at Village -Khinwal Teh Raipur
Distt. Pali and Plant of the year 1998. The plant is not in a useable
condition. Shareholders are requested to approve the proposal of
selling these so the company can use the amount in the expansion of the
existing working of the company.
FIXED DEPOSITS
The Company has not received/accepted any deposit with in the Section
58A of the Companies Act, 1956 and the rules made there under.
RESPONSIBILITY STATEMENT
The Directors confirm:
a) that in the preparation of the Annual Accounts, the applicable
Accounting Standard has been followed and that no material departures
have been made from the same;
b) that they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the State of Affairs of the
Company at the end of the financial year and of the profit or loss of
the Company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate records in accordance with the provisions of the Companies
Act, 1 956 for safeguarding the Assets of the Company and for
preventing and detecting fraud and other irregularities.
d) that they have prepared the Annual Accounts on a Going Concern
Basis.
CORPORATE GOVERNANCE
The Company has implemented all the Provisions of the Corporate
Governance as stipulated by Clause 49 of the Listing Agreement with all
the Stock Exchanges where the Company''s securities are listed. It has
always been a constant endeavour of the Company to adopt Good Corporate
Governance code through independent board, transparent disclosures, and
Shareholders empowerment for creating and sustaining shareholders
value. A separate section on Corporate Governance along with a
Certificate from the Auditors of the Company certifying compliance of
stipulations of Clause 49 of Listing Agreement with the Stock Exchanges
with regard to the Corporate Governance code is annexed with this
report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
the Directors'' Report.
AUDITORS
M/S Vimal Agrawal & Associates, Chartered Accountants, Jaipur, the
Statutory Auditors of the Company retire and are being eligible for
re-appointment. The board recommends for the approval of their
re-appointment.
The replies on the observation made by the auditors are as follows:-
I. AS 28 regarding ''Impairment of Assets'', in respect of impairment
loss of garment Manufacturing unit, impairment loss, remains
unascertained.
The board has decided to dispose of these assets relevant with garment
manufacturing unit after completing the necessary compliances.
II. AS-15: ''provisions for Gratuity'', for employees
benefits (Revised 2005), in respect of provision for gratuity provided
by the company is inadequate and its effect on liabilities and profit
of the company is unascertainable. Further, requisite disclosures are
not made in respect of retirement benefits.
The board is planning to take some policy decision regarding this to
overcome this non- compliance.
PERSONNEL
There have been cordial personnel relations in the Company. There was
no employee drawing salary of Rs.5,00,000/- per month or more and Rs.
60,00,000/- yearly basis or more in the year ended March, 31,2014.
Therefore, the provisions of Section 217 (2A) of the Companies Act,
1956, read with the, "The Companies (Particulars of Employees) Rules,
1975" are not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosures of Particulars in the Report of the
Board of Directors) Rules, 1988, the information relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo is annexed.
APPRECIATION
The Directors of your Company sincerely appreciates the help and
co-operation rendered by banks, Government and non-governments
departments, employees and others who have contributed for the interest
of the Company.
By order of the board
For M.K. Exim (India) Limited
Dayaram Khanchandani Pushpa Khanchandani
Whole-Time Direcot Whole-Time Direcot
DIN: 00161546 DIN: 00174337
(Prakriti Sethi)
Company Secretary
Place : Jaipur
Date : 01.09.2014
Mar 31, 2010
The Directors have great pleasure in presenting the 18th Annual
Report on the performance of your Company for the financial year ended
on 31st March, 2010 along with Audited Statement of Accounts.
The highlights of the financial results of the Company for the
Financial Year ended on 31st March, 2010 areas under:-
FINANCIAL HIGHLIGHTS
Rs. In Lacs
Particulars Financial Year ended on
2009-10 2008-09
Sales and other Income 319.68 277.80
Profit before Interest &
depreciation 28.13 (5.17)
Interest 19.02 24.20
Profit after Interact but before
depreciation 7.11 29.40
Depreciation 20.92 35.55
Profit/(Loss) before tax (13.81) (64.92)
Provision for taxation 0.00 0.00
Provision for FBT 0.0 1.04
Deferred Tax Liability
(Created)/Reversed (70.03) (9.23)
Net Profit/(Loss) after Tax (56.22) (56.73)
FINANCIAL PERFORMANCE
The turnover during the financial year 2010 was Rs. 3,23,07,466 in
comparison of previous year Rs. 2,50,35,960. The turnover has increased
by approx. 29 percentage.
During the year the board has decided to enter into new areas of
jewellery and hotel business. The company has made some tie- ups for
hotel business, which will be highlighted shortly.
The Company has also made a preferential allotment of 31,00,000 equity
shares at a price of Rs. 27/- each after getting necessary approvals
from its shareholders. Some pending approvals are in progress from the
stock exchanges, where the securities of the company are listed.
FIXED DEPOSITS
The Company has not received/accepted any deposit with in the Section
58A of the Companies Act, 1956 and the rules made there under.
RESPONSIBILITY STATEMENT
The Directors confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standard has been followed and that no material departures
have been made from the same;
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company at the end of the financial year and of the profit or loss of
the company for that period;
c) That they have taken proper and sufficient care for the maintenance
of adequate records in accordance with the provisions of the companies
act, 1956 for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities.
d) that they have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
The Company has implemented all the Provisions of the Corporate
Governance as stipulated by Clause 49 of the Listing Agreement with all
the Stock Exchanges where the Companys securities are listed. It has
always been a constant endeavour of the Company to adopt Good Corporate
Governance code through independent board, transparent disclosures, and
Shareholders empowerment for creating and sustaining shareholders
value. A separate section on Corporate Governance along with a
Certificate from the Auditors of the Company certifying compliance of
stipulations of Clause 49 of Listing Agreement with the Stock Exchanges
with regard to the Corporate Governance code is annexed with this
report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
the Directors Report.
AUDITORS
During the year the previous auditor of the company M/S P.C. MODI &
Co., has given resignation and the company appointed new auditor M/S
Vimal Agrawal & Associates, Chartered Accountants, Jaipur to fill up
the casual vacancy caused by resignation of M/S P.C. Modi &Co.
The board places its high sense of appreciation for the services
rendered by the out-going auditor.
The board request to approve the reappointment of the auditor, viz.,
M/S Vimal Agrawal & Associates. The auditors report is self explanatory
hence does not require any explanation.
COMPLIANCE CERTIFICATE
The Compliance Certificate obtained from M/S S C Sharma & Associates,
Company Secretaries, Jaipur, is attached with this report. The
certificate is self explanatory, hence does not require any
explanation.
PERSONNEL
There have been cordial personnel relations in the Company. There was
no employee drawing salary of Rs.2,00,000 per month or more and
Rs.24,00,000 or more in the year ended March, 31,2010. Therefore, the
provisions of Section 217 (2A) of the Companies Act, 1956, read with
the, "The Companies (Particulars of Employees) Rules, 1975" are not
applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosures of Particulars in the Report of the
Board of Directors) Rules, 1988, the information relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo is annexed.
APPRECIATION
The Directors of your Company sincerely appreciates the help and
co-operation rendered by banks, Government and non- governments
departments, employees and others who have contributed for the interest
of the Company.
By order of the board
Sd/-
(D R Khanchandani)
Chairman
Sd/-
(K L Khanchandani)
Managing Director
Place : Jaipur
Date : 01st September, 2010
Mar 31, 2009
The Directors have great pleasure in presenting the 17" Annual Report
on the performance of your Company for the financial year ended on 31"
March, 2009 along with Audited Statement of Accounts.
The highlights of the financial results of the Company for the
Financial Year ended on 31 "March, 2009 are as under:-
FINANCIAL HIGHLIGHTS
Rs. In Lacs
Particulars Financial Year ended on
2008-09 2007-08
Sales and other Income 277.80 147.95
Profit before interest & dep. (5.17) 27.71
Interest 24.20 71.05
Profit after interest but before
depreciation 29.40 43.34
Depreciation 35.55 49.18
Profit/(Loss) before tax (64.92) (92.52)
Provision for taxation 0.00 0.00
Provision for FBT 1.04 1.35
Deferred Tax Liability
(Created)/Reversed (9.23) 23.49
Net Profit/(Loss) after Tax (56.73) (70.38)
FINANCIAL PERFORMANCE
The turnover during the financial year 2009 was Rs. 2,50,35,960 in
comparison of previous year Rs. 1,77,81,450. The turnover has increased
by approx. 41 percentage. During the year under review the margin has
reduced due to reverse market conditions in garment industry specially
relevant with exports
FIXED DEPOSITS:
The Company has not received/accepted any deposit with in the Section
58A of the Companies Act, 1956 and the rules made there under.
RESPONSIBILITY STATEMENT:
The Directors confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of
the Company for that period;
c) that they have taken proper and sufficient care for the maintenance
of adequate records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE:
The Company has implemented all the Provisions of the Corporate
Governance as stipulated by Clause 49 of the Listing Agreement with all
the Stock Exchanges where the Companys securities are listed. It has
always been a constant endeavor of the Company to adopt Good Corporate
Governance code through independent board, transparent disclosures, and
Shareholders empowerment for creating and sustaining shareholders
value. A separate section on Corporate Governance along with a
Certificate from the Auditors of the Company certifying compliance of
stipulations of Clause 49 of Listing Agreement with the Stock Exchanges
with regard to the Corporate Governance code is annexed with this
report.
MANAGMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreement with the Stock Exchanges is annexed and forms part of
the Directors Report.
AUDITORS
M/S P.C. MODI & Co., Chartered Accountants, Jaipur, the Statutory
Auditors of the Company retire and are being eligible for
re-appointment. The Board recommends for the approval of their
re-appointment.
The replies on the observation made by the auditors are as follows:-"!)
regarding going concern assumption is inappropriate: During this year
from the period April, 2009 to July, 2009 the turnover of the company
was Rs. 157 lacs, and the expected profit on this turnover is Rs. 21
lacs. This fact shows that the company is running its business on going
concern concept. 2) regarding Trade Advances and trade debtors are
doubtful: according to the management of the company the trade advances
are good and recoverable. 3) closing stock is obsolete and damaged:
according to the management the valuation of the closing stock has been
done on the price which is below the market price, hence the statement
is not correct. 4) Provision for bonus: from last two years the company
was incurring losses, hence the company not made any provision for
this. In current year it is expected that the company wili earn
profits. The management is of the view that the company will make the
provisions for bonus during this year. 5) not charging any interest on
trade advances given by the company: the management is making all
efforts to recover complete trade advances. 6) procedure of inventory
verification inadequate: according to the management of the company
verification is accurate according to the size of the company and it is
valued less than the market price. 7) interest free loan U/S 301:
during the year no new loan has been given by the company. 8) Irregular
in depositing PF dues: due to losses in previous year the company has
not deposited dues under the provisions of the P F Act in prescribed
time.
9) VAT dues, Income-tax demand etc.: the income-tax demand is pending
because the case is pending with Commissioner of IT (Appeals), the
delays in depositing in dues of Salex Tax and VAT was due to losses in
the previous year. 10) defaulted in repayment in financial institutions
dues: the delay was only due to losses in the previous year. Even in
this situation the company has cleared loans of RIICO and limits of
SBBJ for reducing the interest burden on the company.
PERSONNEL
There have been cordial personnel relations in the Company. There was
no employee drawing salary of Rs. 2,00,000 per month or more and Rs.
24,00,000 or more in the year ended March, 31, 2009. Therefore, the
provisions of Section 217(2A) of the Companies Act, 1956, read with
the, "The Companies (Particulars of Employees) Rules, 1975" are not
applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosures of Particulars in the Report of the
Board of Directors) Rules, 1988, the information relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo is annexed.
APPRECIATION
The Directors of your Company sincerely appreciates the help and
co-operation rendered by banks, Government and non- governments
departments, employees and others who have contributed for the interest
of the Company.
By order of the Board
Sd/-
(D R Khanchandani)
Chairman
Sd/-
(K. L. Khanchandani)
Managing Director
Place: Jaipur
Date: 1st September, 2009
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