|
To,
Dear Members,
Your Directors have pleasure to present the 16th Annual Report on the
business and operations of your Company along with the Audited Financial Statement for the
Year ended 31st March, 2025.
1. Financial Results: -
The Financial Results of the Company's performance for the year under review and those
of the previous year are as follows:
|
YEAR ENDED |
Particulars |
31-03-2025 |
31-03-2024 |
|
Audited |
Audited |
| Income from Operations |
|
|
I Revenue from operations |
69,691.73 |
58,309.12 |
II Other Income/(Loss) |
148.67 |
103.34 |
III Total Revenue(I+II) |
69,840.40 |
58,412.46 |
IV Expenses |
|
|
| a. Cost of Materials Consumed |
42,658.39 |
40,425.75 |
| b. Changes in Inventories of Finished goods, Stock-In - |
|
|
| Trade and Work-In-Progress |
(2,217.84) |
(3,080.16) |
| c. Employee Benefits Expenses |
3,629.49 |
2,453.28 |
| d. Finance Cost |
3,180.16 |
1,782.72 |
| e. Depreciation, Amortization and Impairment |
|
|
| Expenses |
2,939.97 |
1,478.80 |
| f. Other Expenses |
17,062.88 |
13,657.99 |
Total Expenses |
67,253.05 |
56,718.38 |
V Profit/(Loss) before Exceptional Items and Tax (III-IV) |
2,587.35 |
1,694.08 |
VI Exceptional Items |
- |
- |
VII Profit Before Tax (V-VI) |
2,587.35 |
1,694.08 |
VIII Tax Expenses |
|
|
| Current Tax |
672.54 |
303.05 |
| Earlier Year |
- |
(38.08) |
| Deferred Tax |
(10.46) |
128.78 |
Profit/(Loss) for the Period from Continuing |
|
|
IX Operations (VII-VIII) |
1,925.27 |
1,300.33 |
Other Comprehensive Income/(Loss), Net of Income X Tax |
|
|
Items that will not be reclassified to Profit or A (Loss) |
(15.91) |
9.73 |
B Items that will be reclassified to Profit or (Loss) |
10.43 |
0.69 |
Total Other Comprehensive Income / (Loss), Net of Income Tax |
(5.48) |
10.42 |
Total Comprehensive Income for the period, Net of XI Tax (IX+X) |
1,919.79 |
1,310.75 |
Paid-up Equity Share Capital (Face Value of Rs. 10/- XII each) |
1,804.87 |
1,804.87 |
| Total Reserves i.e. Other Equity |
13,013.03 |
11,094.99 |
Earnings / (Loss) per equity share in Rupees (in ) (For XIII Continuing
Operations) |
|
|
(a) Basic (in ) |
10.67 |
7.20 |
(b) Diluted (in ) |
10.67 |
7.20 |
2. State of Company's Affairs / Financial Performance: -
Our company reported Revenue from Operation of Rs. 69,691.73 lakhs as compared to Rs.
58,309.12 lakhs in the previous year which showed a Increase by 19.52%. Profit after tax
of the company has been increase from Rs. 1,300.33 Lakhs to 1,925.27 lakhs Rs. which
showed an increase by 48.06%. This was possible due to the better Working Capital
Management & effective Cost Control. Your board is always focuses on improved Quality
of Products and Goods Service to the Customers.
The Company is engaged in the business of Textile.
3. Transfer to Reserves: -
The Company proposes not to transfer any amount to the reserves and an amount of Rs.
1,925.29 Lakhs (Other Equity 13,013.03 Lakhs) proposed to be retained in the Profit
& Loss A/c.
4. Dividend: -
In view of the planned Business Growth, Your Directors deem it proper to conserve the
resources of the Company for its Activities/ Expansion and therefore, do not propose any
Dividend for the F.Y. ended 31.03.2025 and carried forward the Net Profit balance to the
next year.
5. Capital Structure: -
The Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore
only) divided into 2,00,00,000 (Two Crore only) equity shares of Rs.10/- each. The Paid up
Share Capital of the Company is Rs. 18,04,87,350/- (Rupees Eighteen Crore Four Lakhs
Eighty Seven Thousand Three Hundred and Fifty only) divided into 1,80,48,735(One Crore
Eighty Lakhs Forty Eight Thousand Seven Hundred Thirty Five only) equity shares of Rs.10/-
each.
6. Material changes between the date of the Board Report and End of Financial
Year: -
There have been no material changes and commitments, if any, affecting the Financial
position of the Company which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the date of the report.
7. Significant and Material Orders passed by the Regulators or Courts or
Tribunals impacting the going concern Status & Company's Operations in Future: -
During the year under review there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.
8. Subsidiary / Joint Venture / Associate Company: -
As on March 31, 2025 the Company does not have any subsidiary or joint venture or any
associates Company.
9. Maintenance of Cost Record:-
Our Company is required to maintain the cost record as specified by the Central
Government under sub-section(1) of section 148 of the Companies Act, 2013 and the company
has made and maintained the cost record as prescribed.
10. Statutory Auditor & Audit Report: -
The Members of the company at its 14th Annual General Meeting (AGM) held on
26.09.2023, appointed M/s KARP & Co. (Formerly known as Alok Palod & Co.),
(FRN: 018061C) (Peer Review Certificate No. 021286),Chartered accountants as the statutory
auditors of the Company to hold office from the conclusion of that Annual General Meeting
(AGM) till the conclusion of the AGM of the Company to be held in the year 2029.
There are no qualifications or observations or remarks made by the Auditors in their
Report.
11. Secretarial Auditors: -
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, The
Board of Directors, on the recommendation of the Audit Committee, of the Company, has
appointed M/s. Avinash Nolkha & Associates (COP No.: 13885) (M. No. F10586), (Peer
Review No. 2753/2022) Practicing Company Secretary, as the Secretarial Auditors of the
Company for the financial year 2024- 2025.
The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial
Auditors, do not contain any adverse remarks and qualifications, hence do not call for any
further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3
submitted by the said Secretarial Auditors, for the Financial Year 2024-2025 forms part of
the Annual Report as "Annexure III" to the Board's
Report.
12. Cost Auditors: -
As per Section 148 of the Act, the Company is required to have the audit of its cost
records conducted by a Cost Accountant in practice. On the recommendation of the Audit
Committee, the Board has appointed M/s Avnesh Jain & Co. (M. No.15334) (Firm
Registration No. 101048), Cost Accountants as cost auditors for conducting the audit of
cost records of the Company for the financial year 2025-26.
13. Internal Audit: -
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies
(Accounts) Rules, 2014, M/s C L S & Company (Firm Registration No. 022478C) (Internal
Auditor) of the Company has conducted internal audit of your Company for the financial
year 2024-25.
14. Change in the Nature of Business: -
There is no change in the nature of the business of the company.
15. Directors and Key Managerial Personnel: -
Constitution of the Board:
The Board of directors are comprising of total 10 (Ten) Directors, which includes 5
(Five) Independent Directors and 5 (Five) Whole Time Director including 1 (One) Woman
Whole Time Director. The Chairman of the Board is Promoter and Whole-Time Director. The
Board members are highly qualified with the varied experience in the relevant field of the
business activities of the Company, which plays significant roles for the business policy
and decision-making process and provide guidance to the executive management to discharge
their functions effectively.
Board Independence:
Our definition of Independence' of Directors is derived from Regulation 16 of
SEBI (LODR)
Regulations, 2015 and Section 149(6) of the Companies Act, 2013.
As per provisions of the Companies Act, 2013, Mr. Shriniwas Shivraj Bhattad, Mr. Dilip
Balkrishna Porwal and Mr. Basant Kishangopal Porwal Independent Directors Second term of 5
(five) consecutive years are Runing on and Mr. Rajiv Mahajan and Mr. Anil Kumar Kabra
Independent Directors First term of 5 (five) consecutive years are Runing on and shall not
be liable to retire by rotation.
Declaration by Independent Directors:
All the Independent Directors have given their declaration of Independence stating that
they meet the criteria of independence as prescribed under section 149(6) of the Companies
Act, 2013. Further that the Board is of the opinion that all the independent directors
fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 during the year 2024-25.
Re-appointment of Whole Time Directors:
A. Mr. Kailashchandra Hiralal Laddha [DIN:01880516] re-appointed as Whole Time Director
for the period of three years w.e.f 16.01.2026 The terms of their Re-appointment &
remuneration was ratified by the members in 16th Annual general meeting.
B. Mr. Yogesh Laddha [DIN:02398508] re-appointed as Managing Director for the period of
three years w.e.f 16.01.2026 The terms of their Re-appointment & remuneration was
ratified by the members in 16th Annual general meeting.
C. Mr. Kamlesh Kailashchandra Laddha [DIN: 03520135] re-appointed as Whole Time
Director for the period of three years w.e.f 16.01.2026 The terms of their Re-appointment
& remuneration was ratified by the members in 16th Annual general meeting.
D. Mrs. Pallavi Laddha [DIN:06856220] re-appointed as Whole Time Director for the
period of three years w.e.f 16.01.2026 The terms of their Re-appointment &
remuneration was ratified by the members in 16th Annual general meeting.
Directors liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act and Articles of
Association, Mr. Kamlesh Kailashchandra Laddha [DIN: 03520135] shall retire by rotation
and being eligible offers himself for re-appointment at the ensuing Annual General Meeting
of the Company.
Company's Policy on Directors' Appointment and Remuneration:
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under section 178(3), uploaded on company's website (Link
http://www.manomaytexindia.com/Revised-Nomination-Remuneration-Policy.pdf)
Board Evaluation:
In compliance with the provision of Companies Act, 2013 and Listing Compliances, the
Board carried out at an annual evaluation of its own performance and Independent
directors. It also evaluated the performance of its committees. The evaluation inter-alia
covered different aspects viz. composition of board and its committees, qualification,
performance, interpersonal skills, submission done by the directors in varied disciplines
related to the company's business etc.
Changes in Directors and Key Managerial Personnel:
There was no change in the composition of Directors and Key Managerial Personnel during
the Financial Year 2024-25.
Details of Directors and KMP are as follows:-
S.N. |
Name of Directors/KMP |
Designation |
01 |
Mr. Kailashchandra Hiralal Laddha |
Whole Time Director cum Chairman |
02 |
Mr. Yogesh Laddha |
Managing Director |
03 |
Mr. Maheshchandra Kailashchandra Laddha |
Whole Time Director |
04 |
Mr. Kamlesh Kailashchandra Laddha |
Whole Time Director |
05 |
Mrs. Pallavi Laddha |
Whole Time Director |
06 |
Mr. Shriniwas Shivraj Bhattad |
Independent Non-Executive Director |
07 |
Mr. Dilip Balkrishna Porwal |
Independent Non-Executive Director |
08 |
Mr. Basant Kishangopal Porwal |
Independent Non-Executive Director |
09 |
Mr. Rajiv Mahajan |
Independent Non-Executive Director |
10 |
Mr. Anil Kumar Kabra |
Independent Non-Executive Director |
11 |
Mr. Raj Kumar Chechani |
Chief Financial Officer |
12 |
Mr. Kamesh Shri Shri Mal |
Company Secretary |
16. Committees of the Board: -
The Board of Directors of the Company constituted the following Committees:
Audit committee:
The Company has constituted a Audit Committee as per requirement of section 177 of the
Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of
reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR)
Regulations, 2015 and Companies Act, 2013. The Audit Committee comprises Mr. Basant
Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkrishna Porwal as the
Members. The Committee is assigned role, powers and responsibilities as provide under
clause 52 of the Equity Listing Agreement and Section 177 of the Companies Act, 2013.
Nomination and remuneration committee:
The Company has constituted a Nomination and Remuneration Committee in accordance with
section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The
Nomination and Remuneration Committee comprises with Mr. Dilip Balkrishna Porwal as
Chairman, Mr. Shriniwas Shivraj Bhattad, Mr. Basant Kishangopal Porwal, Mr. Rajiv Mahajan
and Mr. Anil kumar Kabra as members. The purpose of NRC is to recommend the nomination and
remuneration of Director, KMP and to evaluate the performance of Directors and board and
etc.
Corporate Social Responsibility Committee:
The Company has constituted a Corporate Social Responsibility Committee in accordance
with the provisions of section 135 of the Companies Act, 2013.
The Corporate Social Responsibility Committee comprises with Mr. Yogesh Laddha as
Chairman, Mr. Dilip Balkrishna Porwal (Independent Director) and Mr. Maheshchandra
Kailashchandra Laddha as members. The role of committee is to formulate, design,
implement, review, responsible and monitoring of CSR activities in compliance of CSR
objective and policy of the company.
Stakeholders' Relationship Committee:
The Company has constituted a Stakeholders' Relationship Committee in accordance with
section
178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
The Stakeholders' Relationship Committee comprises with Mr. Dilip Balkrishna Porwal as
Chairman, Mr. Yogesh Laddha and Mr. Kamlesh Kailashchandra Laddha as members. The
Committee considers and approves various requests regarding annual report and to redress
complaints of the shareholders and etc.
Internal Complaint Committee:
The Internal Complaint Committee comprises of Mrs. Pallavi Laddha as Chairperson, Mrs.
Munna Devi Khatik as Senior Lady Member, Mr. Bhagwati Lal Ahir Member and Mrs. Vandana
Nuwal as NGO Member. The purpose of Internal Complaint Committee is to provide safe
environment for the female employees of the Company and employees are treated with dignity
with a view to maintain a work environment free of sexual harassment whether physical,
verbal or psychological.
17. Meetings of The Board of Directors and Committee thereof: -
Board Meeting:
The Board of Directors of the Company met 09 (Nine) times during the year, in respect
of which proper notices were given and the proceedings were properly recorded, signed and
maintained in the Minutes Book kept by Company for the purpose. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013.
The names of the Directors their attendance at the Board Meeting and last Annual
General Meeting of Company are given as below:
Name of the Director |
Board Meeting held during Tenure of Directors |
Board Meeting attended |
Attendance at the Last Annual General Meeting |
| Mr. Kailashchandra Hiralal Laddha |
09 |
09 |
Yes |
| Mr. Yogesh Laddha |
09 |
09 |
Yes |
| Mr. Maheshchandra Kailashchandra Laddha |
09 |
09 |
Yes |
| Mr. Kamlesh Kailashchandra Laddha |
09 |
09 |
Yes |
| Mrs. Pallavi Laddha |
09 |
09 |
Yes |
| Mr. Shriniwas Shivraj Bhattad |
09 |
09 |
Yes |
| Mr. Dilip Balkrishna Porwal |
09 |
09 |
Yes |
| Mr. Basant Kishangopal Porwal |
09 |
08 |
Yes |
| Mr. Rajiv Mahajan |
09 |
07 |
Yes |
| Mr. Anil Kumar Kabra |
09 |
08 |
Yes |
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 10.04.2024 to
review the performance of Non-Independent Directors (including the Chairman) and the
entire Board. The Independent Directors also reviewed the quality, content and timeliness
of the flow of information between the Management and the Board and its Committees which
is necessary to effectively and reasonably perform and discharge their duties.
Committees of Board:
Currently, the Board has Five committees i.e. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee, Corporate Social
Responsibility Committee and Internal Complaint Committee. All committees are constituted
with the proper composition of Independent Directors and Non-Executive Directors as
specified in relevant provisions of Companies Act, 2013(As Amended) and the SEBI (LODR)
Regulations, 2015.
During the year, all recommendations made by the committees were approved by the Board.
Nomination and Remuneration Committee Meetings:
Name of the Committee Member |
NRC Meeting held during Tenure of Director |
NRC Meeting attended |
| Mr. Dilip Balkrishna Porwal (Chairman) |
03 |
03 |
| Mr. Shriniwas Shivraj Bhattad |
03 |
03 |
| Mr. Basant Kishangopal Porwal |
03 |
02 |
| Mr. Rajiv Mahajan |
03 |
02 |
| Mr. Anil Kumar Kabra |
03 |
03 |
Audit Committee Meetings:
Name of the Committee Member |
Audit Committee Meeting held during Tenure of Director |
Audit Committee Meeting attended |
Mr. Basant Kishangopal Porwal (Chairman) |
05 |
05 |
| Mr. Dilip Balkrishna Porwal |
05 |
05 |
| Mr. Yogesh Laddha |
05 |
05 |
Stakeholder Relationship Committee Meetings:
Name of the Committee Member |
SRC Meeting held during Tenure of Director |
SRC Meeting attended |
| Mr. Dilip Balkrishna Porwal (Chairman) |
04 |
04 |
| Mr. Yogesh Laddha |
04 |
04 |
| Mr. Kamlesh Kailashchandra Laddha |
04 |
04 |
Corporate Social Responsibility Committee Meetings:
Name of the Committee Member |
CSR Meeting held during Tenure of Director |
CSR Meeting attended |
| Mr. Yogesh Laddha (Chairman) |
02 |
02 |
Mr. Maheshchandra Kailashchandra Laddha |
02 |
02 |
| Mr. Dilip Balkrishna Porwal |
02 |
02 |
Internal Complaint Committee Meetings:
Name of the Committee Member |
Internal Complaint Committee Meeting held during Tenure of Director |
Internal Complaint Committee Meeting attended |
| Mrs. Pallavi Laddha ( Chairperson) |
Nil |
Nil |
| Mrs. Munna Devi Khatik |
Nil |
Nil |
| Mr. Bhagwati Lal Ahir |
Nil |
Nil |
| Mrs. Vandana Nuwal |
Nil |
Nil |
18. Directors' Responsibility Statement: -
Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with
respect to
Directors' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year ended 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
(ii) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31, 2025 and of the profit
and loss of the company for that period.
(iii) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
(iv) The directors had 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 systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Note: Board of Directors are responsible for this Standalone Financial Results
2024-25.
19. Certificate of Non-Disqualification of Directors: -
Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI
(LODR)Regulations,2015, Certificate of Non-Disqualification of Directors as on 31.03.2025
has been received from Practicing Company Secretary and annexed as Annexure VI of
the Directors' report.
20. Public Deposits: -
During the financial year 2024-2025 ended 31st March 2025 under review, the
Company has neither invited nor accepted any public deposits within the meaning of Section
73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 (as amended). There were no unclaimed or unpaid deposits as on March 31, 2025.
As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules,
2014 (as amended) are required to be given or provided.
21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
-
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule, 8 of The Companies (Accounts) Rules, 2014 - As per Annexure I
22. Corporate Social Responsibility: -
The company has approved the CSR policy and the Company has contributed Rs.34.93
lakhs/- (Rupees Thirty Four Lakhs Ninety-three Thousand approx.) as per statutory
requirement under the law. The main thrust of the company has been to contribute towards
Making Available Safe Drinking Water, Tree Plantation, Ensuring Environmental
Sustainability, Promoting Education, Eradicating Hunger, Poverty and Malnutrition,
Promoting Health care including Preventive Health Care, Sanitation, Empowering Women,
livelihood Enhancement Projects, Training to Promote Rural Sports, Ecological balance,
animal welfare, promotion and development of traditional art and handicrafts and Promoting
Religious Activities & Social Welfare & Social Evils etc. which are in accordance
with CSR Policy of the Company and Schedule VII of The Companies Act, 2013. The Annual CSR
Report of the Company is provided in Annexure II forming part of this report.
The CSR Committee is duly constituted with the following members: -
S. N. |
Name of (Members) Director |
Designation |
| 1. |
Yogesh Laddha |
Chairman |
| 2. |
Maheshchandra Kailashchandra Laddha |
Member |
| 3. |
Dilip Balkrishna Porwal |
Member |
23. Vigil Mechanism/ Whistle Blower Policy:-
In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil
Mechanism for director and employees to report genuine concerns has been established. The
Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at
http://www.manomaytexindia.com/whistle-blower-policy.pdf under
Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the
Company have been denied to access the Audit Committee. During the year, the Company has
not received any Whistle Blower Complaints.
24. Risk Management Policy: -
Framework:
Risk Management is a key aspect of the "Corporate Governance Principles and Code
of Conduct" which aims to improve the governance practices across the Company's
activities. Risk management policy and processes will enable the Company to proactively
manage uncertainty and changes in the internal and external environment to limit negative
impacts and capitalization of opportunities.
Background and Implementation:
The Company is prone to inherent business risks. This document is intended to formalize
a risk management policy, the objective of which shall be identification, evaluation,
monitoring and minimization of identifiable risks.
This policy is in compliance with the Listing Agreement which requires the Company to
lay down procedure for risk assessment and procedure for risk minimization.
The Board of Directors of the Company and the Audit Committee shall periodically review
and evaluate the risk management system of the Company so that the management controls the
risks through properly defined network. Head of Departments shall be responsible for
implementation of the risk management system as may be applicable to their respective
areas of functioning and report to the Board and Audit Committee.
Committee:
The Company has not made Risk Management Committee but the Board of Directors and Audit
Committee is looking after the Risk Management of the Company.
25. Particulars of Loans, Guarantees or Investments made under Section 186 of The
Companies Act,
2013:-
There are no loans, guarantees or investments in excess of the limits prescribed u/s
186 of the Act. As such, no specific details are required to be given or provided.
26. Internal Financial Control for Financial Statements: -
The Company has adequate system of internal controls commensuration with the size of
its operation and business, to ensure that all assets are safeguarded and protected
against loss from unauthorized use or disposition, and to ensure that all the business
transactions are authorized, recorded and reported correctly and adequately.
The Company has appointed Internal Auditors and the scope and authority of the Internal
Audit (IA) function is defined in the procedure and letters. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman of the Audit
Committee of the Board. Based on the report of internal audit and process the company
undertakes corrective action in their respective areas and thereby strengthens the
controls. Significant audit observations and corrective actions thereon, if any, are
presented to the Audit Committee of the Board.
The Company works in a dynamic business environment and adopts the appropriate internal
financial controls, to establish reliability of financial reporting and the preparation of
financial statements for external purposes, in accordance with the generally accepted
accounting principles. It includes inducting and maintaining such business policies and
procedures as may be required to successfully conduct the business of the company and
maintain such records as to correctly record the business transaction, assets and
liabilities of the company in such a way that they help in prevention & detection of
frauds & errors and timely completion of the financial statements.
27. Internal Control Systems: -
The Company's internal control systems are adequate and commensurate with the nature
and size of the Company and it ensures:
Timely and accurate financial reporting in accordance with applicable accounting
standards. Optimum utilization, efficient monitoring, timely maintenance, and
safety of its assets. Compliance with applicable laws, regulations, and management
policies.
28. Human Resources and Industrial Relations: -
The Company treats its human resources as one of its most important assets.
The Company continuously invests in attraction, retention and development of talent on
an ongoing basis. The company's trust is on the promotion of talent internally through job
rotation and job enlargement.
29. Ratio of the Remuneration of Each Director to The Median Employee's Remuneration
and Particulars Of employees: -
Pursuant to provision of section 197 of Companies Act, 2013 read with Rule 5(1),(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-VIII.
During the year, none of the employees received remuneration in excess of Rs. One Crore
Two Lakhs or more per annum, or Rs. Eight Lakhs Fifty Thousand per month for the part of
the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.Therefore, there is no information to disclose in terms of the provisions of the
Companies Act, 2013.
30. Performance Evaluation: -
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee has laid down the criteria for evaluation of the performance of
individual Directors and the Board as a whole. Based on the criteria the exercise of
evaluation was carried out through a structured process covering various aspects of the
Board functioning such as composition of the Board and committees, experience &
expertise, performance of specific duties & obligations, attendance, contribution at
meetings & Strategic perspectives or inputs regarding future growth of company, etc.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Director. The performance of the Independent Directors was carried
out by the entire Board (excluding the Director being evaluated). The Directors expressed
their satisfaction with the evaluation process
31. Particulars of Contracts or Arrangements Made with Related Parties Made Pursuant to
Section
188 of the Companies Act, 2013: -
All transactions entered with the Related Parties as defined under the Companies Act,
2013 and regulation 23 of the SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 during the financial year were in the ordinary course of Business and on
arm's length basis.
Particulars of Related Parties transactions U/s section 188 of the Companies Act, 2013
are given in Form AOC-2 and enclosed herewith as per "ANNEXURE IX".
The related party disclosure has been uploaded on the Website of the Company at
www.manomaytexindia.com under Investor>>Policy>> policy for determination of
materiality of events.
Your Directors draw attention of the members to notes to the financial statement which
sets out related party disclosures as per Accounting Standards Notified under the
Companies (Indian Accounting Standards) Rules, 2015
A statement in summary form of transactions with related parties is periodically placed
before the Audit committee for review and recommendation to the Board for their approval.
32. Investor Education and Protection Fund: -
During the financial year 2024-2025 ended 31st March 2025 under review,
there were no amount/s which is required to be transferred to the Investor Education and
Protection Fund by the Company. As such, no specific details are required to be given or
provided.
33. Listing of Equity Share of the Company:
The equity shares of the company are listed on the Main Board Platform of Bombay Stock
Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has
paid the Annual Listing Fees to BSE and NSE for the financial Year 2025-26.
34. Details of Application made or Any Proceeding Pending under the IBC 2016: -
During the year under review no application was made, further no any proceeding is
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.
35. Difference In Valuation: -
During the year under review there was no case of one time settlement with financial
institution so the 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 Institutions are not applicable to the company.
36. Management Discussion and Analysis: -
As per Regulation 34 (e) read with schedule V of Securities and Exchange Board of India
(Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), The Management Discussion and analysis forms part of this annual
Report as Annexure IV for the year ended 31st March 2025.
37. Obligation of Company under The Sexual Harassment of Women at Workplace
(Prevention,
Prohibition and Redressal) Act, 2013: -
In order to prevent sexual harassment of women at work place, a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 09th December, 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 provision of the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there
under for prevention and redressal of complaints of sexual harassment at workplace. The
company is committed to providing equal opportunities without regard to their race, caste,
sex, religion, color, nationality, disability, etc. All women associates (permanent,
temporary, contractual and trainees) as well as any women visiting the company's
Denim Unit, Spinning Unit and company's offices premises or women service providers are
covered under this policy. All employees are treated with dignity with a view to maintain
a work environment free of sexual harassment whether physical, verbal or psychological.
The Management of the Company endeavors to provide safe environment for the female
employees of the Company.
In line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has already in place a
Policy & constituted an internal complaints committee to redress complaints regarding
sexual harassment of women at workplace. The committee has informed following status of
complaints during the year:-
a. Number of complaints of sexual harassment received during the year : Nil b. Number
of complaints disposed-off during the year : Nil c. Number of complaints pending for more
than 90 days : Nil d. Number of complaints pending at the end of the year : Nil
38. Compliance With The Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
39. Annual Return: -
A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed
form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's
website and can be accessed at https://manomaytexindia.com/pdf/annual-return-2025.pdf
40. Corporate Governance: -
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a
certificate regarding compliance with the conditions of Corporate Governance are appended
to the Annual Report as
Annexure V.
41. Compliances of Secretarial Standards: -
The Board of Directors confirms that the Company, has duly complied and is in
compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1
(SS-1') on Meetings of the Board of Directors and Secretarial Standard -2
(SS-2') on General Meetings, during the financial year 2024-2025 ended 31st
March 2025.
42. Compliance with the Code of Conduct: -
The Board has formulated code of Conduct for the Board Members and Senior Management of
the company, which has been posted on the website of the company. It is affirmed that all
the directors and senior management have complied with the code of conduct framed by the
company and confirmation from all the directors, KMP has been obtained in respect of the
F.Y. 31st March 2025, annexed as Annexure VII. and same is hosted on the
website of the company at following link: https://manomaytexindia.com/policies.html
43. Reporting of Frauds by Auditors: -
During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors
and Secretarial Auditors have not reported any instances of frauds committed in the
Company by its officers or employees under Section 143(12) of the Companies Act, 2013 to
the Audit Committee.
44. Suspension of Trading: -
The equity shares of the Company have been listed and actively traded on Main Board of
BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There was no
occasion wherein the equity shares of the Company have been suspended for trading during
the FY 2024-2025.
45. Prevention of Insider Trading: -
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has
adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The
details of the Insider Trading Policy have posted on the website of the Company at
following link: (Link: https://manomaytexindia.com/policies.html)
The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. However, there were
no such instances in the Company during the year 2024-25.
46. Industrial Relations: -
During the year under review your Company enjoyed cordial relationship with workers and
employees at all levels.
47. Dematerialization of Securities: -
The Company's Equity Shares was already Dematerialize by both the Depositories namely
NSDL and CDSL. As on 31st March 2025, all 1,80,48,735 equity shares dematerialized through
depositories viz. National Securities Depository Limited and Central Depository Services
(India) Limited, which represents whole 100% of the total issued, subscribed and paid-up
capital of the Company as on that date. The ISIN allotted to your Company is INE784W01015.
Status of the securities as on 31.03.2025 hereunder:
|
No. of Shares |
% of Total Issued Capital |
| 1 Issued Capital |
18048735 |
100% |
| 2 Listed Capital (BSE) & (NSE) |
18048735 |
100% |
| 3 Held in Dematerialized Form in NSDL |
1328137 |
7.36% |
| 4 Held in Dematerialized Form in CDSL |
16720598 |
92.64% |
48. Registrar and Share Transfer Agent: -
The Company has appointed Bigshare Services Private Limited as its Registrar and Share
Transfer Agent. The Corporate Office of Bigshare Services Private Limited situated at
"Office No S6-2, 6th
Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri
(East) Mumbai 400093, Maharashtra, India.
49. Meetings of the Members: -
During the year under review the 15th Annual General Meeting of the Company
was held on 27.09.2024. No any other meeting of the members held during the year.
50. Acknowledgement: -
Your Directors take this Opportunity to thank the Customers, Shareholders, Suppliers,
Bankers, Financial Institutions, Local Bodies, Executives and Central and State
Governments for their consistent support and encouragement to the Company. I am sure you
will join our Directors in conveying our sincere appreciation to all employees of the
Company for their hard work and commitment. Their dedication and competence have ensured
that the Company continues to be a significant and leading player in the Textiles
industry.
Place: Bhilwara (Rajasthan) India |
|
FOR & ON BEHALF OF THE BOARD OF DIRECTORS |
Date: 13.08.2025 |
|
MANOMAY TEX INDIA LIMITED |
SD/- |
SD/- |
SD/- |
Kailashchandra Hiralal Laddha |
Yogesh Laddha |
Pallavi Laddha |
(Chairman) |
(Managing Director) |
(Whole Time Director) |
DIN: 01880516 |
DIN: 02398508 |
DIN: 06856220 |
|