Your Directors have pleasure in presenting their 17th Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2024.
FINANCIAL RESULTS:
(Amount in Lacs)
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Particulars
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Year ended 31” March 2024
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Year ended 31" March 2023
|
|
Income from operation
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5278.64
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1292.45
|
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Other Income
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218.74
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31.92
|
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Total revenue
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5497.37
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1324.37
|
|
Total Expenses
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5173.47
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1517.95
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Profit/(Loss) before taxation
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323.9
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(193.58)
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Less: Tax Expense
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|
|
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(a) Current Tax
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7.04
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1.52
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(a) Deffcred Tax
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-0.34
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1.54
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Total Tax Expenses
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6.70
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3.06
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Profit/(Loss) after tax
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317.20
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(196.64)
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Earnings per share (EPS)
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|
|
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Basic
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2.92
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(1.81)
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Diluted
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2.92
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(1.81)
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OPERATIONAL REVIEW:
The Company recorded total revenue of Rs. 5497-37 jjfldjg during the year unde* review as against Rs. 1324.37 Lacs in the previous year and turned profitable. Company earned Profit after tax of Rs.317.2 Lakhs as against a loss of Rs. 196.64Lacsincurred in the previous year. Your directors are hopeful for the better results in the years to come.
DIVIDEND:
Your Board of Directors (“The Board”) has proposed payment of Final Dividend at the rate of Re. 0.10/-per share for the financial year 2023-24, which would be paid after its declaration by the Members at the ensuing Annual General Meeting.
Dividend Distribution Policy:
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘the Listing Regulations’), the Board has formulated and adopted the Dividend Distribution Policy. As per the Dividend Distribution Policy, the Board endeavours to ensure transparency in deciding the quantum of dividend. The Board while taking decision for recommendation of the dividend takes guidance from this policy and ensures to maintain a consistent approach to dividend pay-out plans. The Dividend Distribution Policy is available on the Company’s website.
AMOUNT TRANSFER TO RESERVE:
Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31st March 2024.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, a Management Discussion and Analysis Report is annexed to this Report.
PARTICULARS OF THE COMPANY’S SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANY:
Company had entered into partnership with Meghna Aakar Constructions during the year.
DEPOSITS:
Company has not accepted any deposits within tho meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,
INTERNAL CONTROL SYSTEMS AND THTTH AnF.OlTACV:
As a part of the effort to evaluate the effectiveness of the internal control systems, your Company’s internal control system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The directors have prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
CORPORATE GOVERNANCE:
The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and ExchangeBoard of India (SEBI).
The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.
The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirmingcompliance withthe conditions of Corporate Governance as stipulated under Regulation 27 of Listing Regulations is included as a part ofthis report.
MIGRATION FROM BSE SME PLATFORM TO BSE MAIN BOARD OF THE EXCHANGE
As the members are aware that the company was in process to migrate to BSE Mainboard of the Exchange. Your directors are please to inform you that the Equity shares of the Company have been migrated from BSE SME Platform to BSE Mainboard of the Exchange with effect from 11th April, 2023.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.
The Company has the following 7 (seven) directors on its Board, 4 (four) of whom are Independent Directors as on the date of this report.
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Sr. No.
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Name of the Director
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Position held
|
|
1
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Mr. Vikram Jayantilal Lodha
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Chairman and Whole-Time Director
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2
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Mrs. Meghna Vikram Lodha
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Executive Director & CFO
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|
3
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Mr. Ishaan Vikram Lodha
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Non- Executive Director
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4
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Mr. Bhavin Gala
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Non- Executive Independent Director
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5
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Mr. Vinesh Kantilal Shah
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Non- Executive Independent Director
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6
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Mr. Amit Kumar Sharma
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Non- Executive Independent Director
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7
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Mrs. Meena BharatkumarJain
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Non- Executive Independent Director
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Women Director:
In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a listed company shall have at least one women director on the board of the company. Your Company has appointed Mrs. Mcghna Vikram Lodha and Mrs. Mccna Bharatkumar Jain as Woman Directors on the Board w.e.f. 12/08/2024 and 08/02/2024 respectively.
Mrs. Manju Lodha was also woman director who was appointed on 19/06/2015 and resigned on 12th August, 2024.
Retirement by rotation:
In accordance with the provision of section 152(6) and the Articles of Association of Company Mr. Vikram Jayantilal Lodha shall retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing AGM.
Appointment / Resignation of Directors:
1. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mr. Vinesh Keshrimal Shah (DIN: 01435818) was appointed as an Independent Director of the Company for 5 years w.e.f. 08/02/2024 and his appointment was regularized at the Extra-Ordinary General Meeting held on 19/03/2024.
2. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mr. Amit Kumar Pramod Kumar Sharma (DIN: 09706441) was appointed as an Independent Director of the Company for 5 years w.e.f. 08/02/2024 and his appointment was regularized at the Extra-Ordinary General Meeting held on 19/03/2024.
3. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mrs. Meena Bharatkumar Jain (DIN: 10481021) was appointed as an Independent Director of the Company for 5 years w.e.f. 08/02/2024 and her appointment was regularized at (he Extra-Ordinary General Meeting held on 19/03/2024.
4. Mr. Ishaan Vikram Lodha (DIN: 10738234) and Mrs. Mcghna Vikram Lodha (DIN: 01773481) were appointed as an Additional (Non-Executive) and Additional Executive Director, respectively w.e.f. 12th August, 2024. Mrs. Maghfla Vikram Lodha (DIN: 10738234) was also appointed as CFO of the Company w.e.fl 12th August, 2024.
5. Mrs. Manju Lodhaand Mr. Jayantilal Lodha have resigned as directors w.e.f. 12th August, 2024. Mr. Jayantilal Lodha also resigned as CFO of the Company w.e.f. 12th August, 2024.
6. Mr. Abhishek Shastri and Mr. Paras Shah have completed their- tenure as Independent Directors on the Board and have ceased to be Independent Directors w.e.f. 18th June, 2024.
Evaluation of Board, its Committees & Directors:
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board carried outevaluation of its own as well as performance of that of its committees. The Board also carried out performanceevaluation of all the Individual Directors. Additionally, the Nomination and Remuneration committee of the Boardalso carried out the evaluation of the performance of the individual directors. The performance evaluation wascarried out by the way of obtaining feedback from the directors through a structured questionnaire prepared inaccordance with the Board Evaluation Policy.
The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board andcommittees contained various different parameters.
The performance evaluation of the non-independent directors was carried out by the Independent Directors at theirseparate meeting.
.Independent Director:
Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following are NonExecutive Independent Directors of the Company as on 31st March, 2024: -
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Sr. No.
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Name of the Director
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1.
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Mr. Abhishek Shastri
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2.
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Mr. Paras Shah
|
|
3.
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Mr. Bhavin Gala
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|
4.
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Mr. Vinesh Kantilal Shah
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5.
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Mr. Amit Kumar Sharma
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6.
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Mrs. Meena BharatkumarJain
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Declaration by Independent Directors:
All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specifiedunder section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant toRule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmcdthat they meet the requirements of Independent directors as mentioned under Regulation l6(l)(b)of the ListingRegulations.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the companyare as follows:
1 Mr. Vikram Lodha, Whole-time Director
2 Mr. Jayantilal Lodha,Chief Financial Officer (Resigned on 12th August, 2024)
3 Mrs. Meghna Lodha,Chief Financial Officer (Appointed on 12th August, 2024)
4 Mr. Sudhir Suman Singh, Company Secretary & Compliance officer
Except as stated above, there was no change in the composition of the Key Managerial Personnel during the year.
COMMITTEES OF THE BOARD
The Company has various Committees which have been constituted as a part of good corporate govemancepractices andthe same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.
Details of the following committees constituted by the Board along with their composition, terms of reference andmeetings held during the year are provided in the Report on Corporate Governance which forms a part of this AnnualRcport:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders Relationship Committee
iv) Risk Management Committee
The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of theDirectors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of thcCompany which forms part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013,the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committee’s viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of the programmers for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company.
REMUNERATION POLICY:
The Company covered under provision of Section 178(1) of the Companies Act 2013 and as per the requirement the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications and independence of Director.
MEETINGS:
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year, Seven Board Meetings, Four Audit Committee Meetings, Two Nomination & Remuneration Committee, One Stakeholder Relationship Committee and One Independent Directors Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.
SHARE CAPITAL:
The Authorized Share Capital of the Company if Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 Equity Shares of Rs. 10/- each
The paid up share capital of the Company is Rs. 10,86,18,750/- (Rupees Ten Crores Eighty-Six Lakhs Eighteen Thousand Seven Hundred and Fifty Only) divided into 1,08,61,875 Equity Shares of Rs. 10/-each. There was no change in the paid up share capital of the Company during the year under review.
The Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act 2013 is furnished in the notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31stMarch, 2024 in Form No. MGT-7, is available on the Company’s website on https://mcghnarealty.com/.
RELATED PARTY TRANSACTION:
All transactions entered into during the year with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure-I to this report. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
A] Conservation of Energy, Technology Absorption:
Your Company is not a power intensive company even though the Company has taken air measures to conserve the energy. Your Company is not using any foreign technology.
B| Foreign Exchange Earning and Outgo:
The Foreign Exchange Earning and Outgo were NIL during the year.
WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
There have been no cases of frauds reported to the Audit Committee/Board during the year under review.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
No case of sexual harassment was reported during the financial year.
EMPLOYEE RELATIONS:
During the year under review, your Company enjoyed cordial relationship with employees at all levels. SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.
AUDITORS:
M/s. Ravindra B Shah & Co., (Firm Registration No. 108769W), Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 12* AGM of the Company held on 30th September, 2019 for a period of five (5) consecutive years till the 17thAGM of the Company to be held in the year 2024.
Upon the end of their term the Directors, subject to the approval of members, have proposed Mr.Manoj Kumar Singhai to be appointed as Statutory Auditors of the Company to hold the office for a period of five (5) consecutive years form conclusion of the 17* AGM till die conclusion of the 22nd AGM.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (TCAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
There are no qualifications, reservations or adverse remarks made hy M/s Ravindra B Shah & Co., Statutory Auditors in theirreport for the financial year ended 31st March, 2024. The Auditors Report is enclosed with the financial statements in thisAnnual Report
SECRETARIAL AUDIT:
Pursuant to 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 has appointed M/s. Nishant Jawasa & Associates, Practicing Company Secretary (C.P. No. 6993), to conduct the Secretarial Audit of the Company. The Secretarial Audit report in form MR-3 is annexed herewith as “Annexure - II” to this report.
The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulationspertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
A] By the Auditor in his report:
The observation made in the Auditors' Report read together with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
B] By the Secretarial Auditor in his report:
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Several observations have been made in the said report and your directors regret their inability to conform with the pursuant compliances. However, the Company is striving to be compliant of the requirements under various laws including the Listing Regulations& the Companies Act, 2013.
Your directors assure you that it shall endeavor to comply with the applicable regulations both in letter and spirit in the future.
COST AUDIT AND MA1NTANANCE OF COST RECORDS:
The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013,is not required and accordingly no such cost accounts and records are made and maintained by the Company.
BUSINESS RISK MANAGEMENT:
During the year, the company has developed and iraplerneanwd Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved
At present the company has not identified any element of risk which may threaten the existence of the company.
CHANGE IN NATURE OF BUSINESS:
The Company was engaged in the business of shares and securities since incorporation. However, the Board of Directors of Company, finding new opportunities in real estate sector were of the opinion that it is right time to divert business of the Company and proposed the change of the business activity of the Company to Real Estate from existing business of dealing in securities which was also approved by the Members of the Company by way of Postal Ballot conducted from 19th October, 2023 to 17th November, 2023. Therefore, during the year under review the business of the Company has been changed from dealing in of shares and securities to dealing in real estate sector with effect from 17th November, 2023.
CHANGE IN NAME OF THE COMPANY:
During the year under review, pursuant to change in business of the Company, the name of the Company has been changed from Naysaa Securities Limited to Meghna Infracon Infrastructure Limited in order to reflect the new business of the Company in its name.
(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(B) The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - III.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:
There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2024.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTmJTIQNS ALONG WITH THE REASONS THEREOF;
There are no instances of one time settlement during the financial year.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and employees at all levels for their continuous cooperation and assistance.
For and on behalf of the Board of Directors
Place:Mumbai FOR MEGHNA INFRACON INFRASTRUCTURE LIMITED
Date: 30/08/2024 (Formerly known as Naysaa Securities Limited)
Sd/-
Vikram Jayantilal Lodha
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