As on: May 03, 2024 09:14 PM
To
The Members,
Maheshwari Logistics Limited,
Vapi.
Your directors take pleasure in presenting their 17th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance of the Company for the year ended on 31st March, 2023 and the previous financial year ended 31st March, 2022 is given below: (Amount in Lakhs)
Standalone
Consolidated
Despite challenges, the Company remained focused on delivering value through customized solutions, operational excellence and enhanced digitization. With strong customer partnerships, deep solution capabilities, customer expansion, process efficiencies and product innovations across the organization, the Company was able to maintain profitable growth in the prevalent economic scenario.
TRANSFER TO RESERVE
The Board has decided not to transfer any amount to the General Reserves. The profits earned during the financial year have been retained in the Profit & Loss Account of the Company for business and operations of the Company.
DIVIDEND
The company anticipates significant capital expenditure and investment requirements in upcoming period to support growth initiatives and operational efficiency. Retaining earnings will enable us to fund these strategic investments effectively. Hence your company does not recommend any dividend for the financial year 2022-23.
The Company has not paid any Interim Dividend during the financial year under review.
BUSINESS OPERATIONS AND STATE OF AFFAIRS OF THE COMPANY
Total revenue of the Company for the FY-2022-23 is ` 1,14,621.85 Lakhs on standalone basis as compared to ` 1,03,755.55 Lakhs in previous year depicting a rise in total revenue of 10.47% year on year basis. It is resulting in Profit Before Tax (PBT) of ` 1,811.80 Lakhs as against
` 2,367.41 Lakhs in the previous year depicting a fall of 23.47%. Net profit of the Company stood at ` 1366.96 Lakhs as against ` 1714.92 Lakhs in the previous year depicting a fall of 20.29%.
On Consolidated basis total revenue of our Company is ` 1,15,153.64 Lakhs and Profit Before Tax (PBT) is ` 1,823.22 Lakhs.
Total revenue of the Maheshwari Logistics (India) LLP, for the FY-2022-23 is ` 1,545.85 Lakhs on standalone basis as compared to the
` 1,589.75 Lakhs in previous year. It is resulting in Loss Before Tax (LBT) of ` (35.83) Lakhs as against Profit of ` 28.34 Lakhs in the previous year.
CHANGE IN THE NATURE OF BUSINESS
There have been no changes in the nature of the business and operations of the Company during the financial year under review.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
No material changes and commitments affecting the financial position of the Company have occurred after the end of the financial year 2022-23 till the date of this report.
CAPITAL STRUCTURE
The paid-up Equity Share Capital as on March 31, 2023 was
` 29,59,72,000/-. During the period under review, the Company has not granted any stock options nor sweat equity. The Company has also not purchased its own shares by employees. However, the company holds 3,64,629 shares under the trust named MLL EMPLOYEE WELFARE TRUST by trustees for the benefit of employees.
Your Company's equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. All the shares of the Company are in dematerialized form as on 31st March, 2023.
CREDIT RATING
A detail of Credit rating of the Company is described in Corporate Governance Report forming part of the Annual Report. It is also available on website of the Company at www.mlpl.biz.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF
The Ministry of Corporate Affairs under Section 124 and 125 of the Companies Act, 2013 requires dividends that are uncashed/unclaimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). During the year under consideration, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013. The details of unclaimed dividend along with their due dates for transfer to IEPF areas below. a) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account at the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer;
b) The amount of donation, if any, given by the company to the IEPF: - N.A c) Other amounts transferred to the IEPF, if any, during the year: - NIL d) Nodal officer details: The details of IEPF are available on company's website http://mlpl.biz/shareholders-information.html.
DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
During the year and up to the date of this report following changes took place in the Compositions of the Board of Directors and Key Managerial Personnel of your Company;
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows a defined criterion for identifying, screening, recruiting and recommending candidates for election as a Director on the Board. Board of Directors are of the opinion that Independent Directors appointed during the financial year shall possess a requisite qualification, experience and expertise which will help in the development of the Company.
DIRECTORS RETIRE BY ROTATION
In accordance with the provisions of section 152[6] of the Act and in terms of the Articles of Association of the Company, Mr. Varun Kabra, Managing Director / Whole Time Director (DIN: 02760600) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
The disclosures required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard is given in the Notice of AGM and in the Corporate Governance Report, forming part of the Annual Report. Attention of the Members is also drawn to the relevant items in the Notice of the AGM.
CODE OF CONDUCT
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of LODR Regulations, the Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors and the policy for Nomination and Remuneration is available on the website of the company at the link http://mlpl.biz/img/pdf/NOMINATION%20and%20 REMUNERATION.pdf The Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its committees. A separate exercise was carried out to evaluate individual Director Performance including that of the Chairman and the Managing
Director, who were evaluated on parameters such as engagement level, contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc. The Board of Directors expresses its satisfaction with the evaluation process.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees in the course of day-to-day business operations of the company. Such code of conduct has also been placed on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behavior from an employee in a given situation and the reporting structure.
DECLARATION BY INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors are in accordance with the Listing Regulations and also as per the provisions of the Companies Act, 2013 ("Act") read with Schedule IV to the Act.
Your Company has received annual declarations from all the Independent Directors of the Company under sub - section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.
Your Company has also received confirmation that Independent Directors are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact his/ her ability to discharge his/her duties with an objective independent judgment and without any external influence and that he/she is independent of the management. They have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for directors and senior management personnel formulated by the company.
All the Members of the Board and the Management Committee have afirmed their compliance with the Code of Conduct as on 31st March, 2023 and a declaration to that effect, signed by the chairman, is attached and forms part of this Report as ANNEXURE-H.
BOARD AND COMMITTEE MEETINGS
The board meets at regular intervals to discuss and review the company's policies and strategy apart from the board matters. The Notice for the board meeting is given well in advance to all the directors.
During the year the Board met 5 (Five) times, details of which are provided in Corporate Governance Report, forming part of this Annual Report. The intervening gap between the meetings was within the limits prescribed under the Companies Act, 2013 and LODR Regulations, 2015.
COMMITTEES OF THE BOARD: -
The Board of Directors has constituted following mandatory committees, Viz.
01. Audit Committee
02. Nomination & Remuneration Committee (NRC)/Compensation Committee 03. Stakeholders Relationship Committee (SRC) 04. Corporate Social Responsibility Committee (CSR) Details such as terms of reference, powers, functions, meetings, membership of committee, attendance of directors etc., are dealt with in Corporate Governance Report forming part of this Annual report. Board has accepted all recommendations made by the Audit Committee during the year.
GENERAL MEETING:
The 16th (Previous) Annual General Meeting (AGM) of the Company was held on September 30, 2022.
DIRECTOR RESPONSIBILITY STATEMENT: -
Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management confirm that: (a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors have selected the accounting policies in consultation with Statutory Auditors 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 at the end of the financial year and of the profit and loss of the company for that period; (c) 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, safeguarding the Company assets and for the prevention and detection of fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down adequate Internal Financial_Controls to be followed by the company and that such Internal Financial Controls were operating effectively during the Financial Year ended 31st March, 2022;
(f ) the Directors have devised proper systems to ensure compliance with applicable law provisions and that such systems are adequate and operating effectively;
INTERNAL FINANCIAL CONTROL
The Company has an internal financial control system, commensurate with the size, scale and complexity of the operations. The internal audit function is carried out by the internal auditor appointed by the Company. The main function of internal audit is to monitor and evaluate adequacy of internal control system in the Company, its compliances with the operating systems, accounting procedures and policies at all Company locations. Based on the internal audit function report, process owners take corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions are reported to the Audit Committee.
Your Company recognizes that Internal Financial Controls can provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Control may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.
REPORTING OF FRAUDS BY AUDITORS & COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Kakaria and Associates LLP, Statutory Auditors in their Audit Report and by M/s. Shilpi Thapar & Associates, Secretarial Auditors, in their Secretarial Audit Report for the F.Y. 2022-23.
During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE ENTITIES
As on 31 March, 2023 and the date of this report, the Company has 2 unlisted subsidiaries, one of which is wholly-owned subsidiary (herein after referred as "WOS"). The wholly-owned subsidiary and subsidiary company primarily deals in the business of selling and servicing of heavy vehicle and manufacturing of Printed mono carton & corrugated boxes. The WOS was incorporated on 19.01.2023 due to which it has no contribution in the revenue and performance of the company, rest all the subsidiaries/WOS are operating efficient and continuing to contribute to the overall growth in revenues and performance of the Company.
There are no associate and/or joint venture to be reported during the financial year under review.
DEPOSITS
Company has not accepted any public deposit within the meaning of section 73, of Companies Act, 2013 read with the companies (Acceptance & Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.
PARTICULARSOFLOANS,GUARANTEESANDINVESTMENT
Particulars of the loan given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in the notes to the Financial Statements, if any.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The note for Related Party Transactions – ‘Particulars of transactions with Related Parties' pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as ANNEXURE A. The Board of Directors approved a policy on related party transactions which is available on the Company's website at the web link: https:// mlpl.biz/img/pdf/policy-on-related-party-transactions.pdf Further, Related Party Disclosure required pursuant to Schedule V of Listing regulation is not applicable to the Company, as there are no such transactions during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as to fix the amount of expenditure to be incurred on the activities and to monitor the CSR Policy from time to time. Since the Company falls within the minimum threshold limits, it has constituted a CSR Committee of the Board and formulated a CSR Policy which is available on the Company's website at www.mlpl.biz. The key areas of the CSR Policy are education, preventive health care, sanitation and environment. The CSR Report, forming part of this Report, is furnished as ANNEXURE- B.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE-C and forms part of this Report.
RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 and relevant regulations of Listing Regulations, 2015, the Company has adopted a Risk Management policy for the identification and implementation of a Risk Mitigation Plan of the Company. The Company has included appropriate procedures to inform the Board about the risk assessment and minimization procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.
VIGIL MECHANISM AND WHISTLE BLOWER
The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company at http://mlpl.biz/img/pdf/whistle_blower_policy.pdf. No personnel have been denied access to the audit committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY:
There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
AUDITORS' AND AUDITORS' REPORT
(a) Statutory Auditors
M/s. Kakaria and Associates LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the 16th Annual General Meeting held on September 30, 2022, for a term of 5 (five) consecutive years, up to the 21st Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the financial year ended March 31, 2023. Pursuant to provisions of section 143 (12) of the Companies Act 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.
(b) Secretarial Auditor and Report there on.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Shilpi Thapar &Associates, Practicing Company Secretary (Membership No. 5492 and Certificate of Practice No.6779), to conduct Secretarial Audit for the F.Y 2022-23.
The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith and marked as ANNEXURE-D to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the recommendation of the Audit Committee, the Board of Directors have re-appointed M/s. Shilpi Thapar & Associates, Practicing Company Secretary (Membership No. 5492 and Certificate of Practice No. 6779) to conduct the Secretarial Audit for FY 2023-24 at its meeting held on May 30, 2023.
(c) Cost Auditors & Cost Audit Report
Section 148 of the Companies Act 2013 read with Rules made thereunder mandates every Company belonging to category prescribed in the said Rules to undertake a Cost Audit. The company is not required to mandatorily appoint Cost Auditors and maintain cost records as per section 148(1) due to nature of business activities carried on by the Company.
(d) Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder as prescribed under Regulation 24A of SEBI (LODR) Regulations, 2015.
The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year on dated 29.05.2023, which was issued by the Ms. Shilpi Thapar of M/s. Shilpi Thapar & Associates, Practicing Company Secretary (Membership No. 5492 and Certificate of Practice No. 6779).
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively, have been duly complied by your Company.
ANNUAL RETURN
In accordance with Companies Act, 2013, Annual return for 2022-23 is available on the website of the Company at https://mlpl. biz/img/pdf/docupload-2023/sept/Draft_Annual%20Return_2023.pdf
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statement of the Company is also being presented in the Annual Report in addition to the standalone financial statement of the Company.
STATEMENT OF DEVIATION OR VARIATION
Disclosure pertaining to statement on deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue etc. are not applicable to the Company as the proceeds made from the public issue has been fully utilized.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 (LODR Regulation) read with Schedule V thereto is attached herewith to this report.
CORPORATE GOVERNANCE
The Company is committed to maintain the steady standards of corporate governance and adhere to the corporate governance requirements set out under extant law. The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations read with Schedule V thereto is placed in a separate section forming part of the Annual Report.
Compliance certificate from practicing company secretaries regarding compliance of conditions of corporate governance is attached herewith and marked as ANNEXURE-E to this report.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense account during the year.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for the prevention and redressal of complaints of sexual harassment at the workplace. 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 of during the year: a) Number of complaints pending at the beginning of the year: -NIL b) Number of complaints received during the year: - NIL c) Number of complaints disposed of during the year: - NIL d) Number of cases pending at the end of the year: -NIL
BUSINESS RESPONSIBILITY REPORT
Securities Exchange Board of India vide its notification no. SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015 has amended the SEBI Listing Regulations whereby mandating for the top 500 (Now Top 1000) listed entities based on market capitalization (calculated as on March 31 of every financial year), business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board from time to time: As the Company does not falls under the top 1000 listed Company by market capitalization as per the list published by the National Stock Exchange of India Limited (NSE) for the year ending March 31, 2023, the Business Responsibility Report required under Reg. 34(2)(f ) of SEBI LODR is not forming part of this report.
CAPITAL EXPENDITURE
During the Financial year 2022-23, the company has incurred a capital expenditure of ` 3,542.26/- lakhs. The same amount invested for acquiring commercial vehicles, other capex components include the cost incurred on additions to Buildings, Plant and Machinery, acquiring and development Computer software, other vehicles etc.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website. http://mlpl.biz/img/pdf/code-of-practice-and-procedure-for-fair-disclosre.pdf There were no pending complaints or share transfer cases as on 31st March 2023, as per the certificate given by RTA as on dated 31.03.2023.
LISTING AGREEMENT AND LISTING FEE
The Directors take pleasure in informing you that the Company has duly paid the listing fees on time to NSE (National Stock Exchange) of India Limited for the year 2023-24.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
Key Managerial Personnel (KMP)
The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on 31.03.2023:
Remuneration of Directors and Employees
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 required to be provided in the Board Report are attached herewith and marked as ANNEXURE-F to this report.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee drawing remuneration in excess of the limits set out in the said rules are to be provided in the Board Report. The particulars required in terms of this rule are provided in the ANNEXURE-F as mentioned above.
SHARE CAPITAL AND OTHER CHANGES
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review:
ISSUE OF WARRANTS, DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
Your Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year under review.
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors shall meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director.
During the year under review, the independent directors met once and details of which is mentioned in the Corporate Governance Report forming part of this Annual report.
CHAIRMAN, CEO & CFO CERTIFICATION
Certificate signed by Chairman, Chief Executive Officer and Chief Financial Officer, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Declaration stating that the members of board of directors and senior management personnel have afirmed compliance with the code of conduct of board of directors and senior management, for the financial year 2022-23 placed before the Board of Directors of the Company at its meeting held on May 30, 2023 is attached herewith and marked as ANNEXURE-G to this Annual Report.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
No application is filed for corporate insolvency resolution process, by any financial or operational creditor against the Company or by the company itself under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT).
HUMAN RESOURCES DEVELOPMENT
Continuous effort is put in to improve the working environment with a focus on employee well-being and capability building enabling them to perform their best for the Company. We develop global platform for leaders at regular intervals as part of our commitment to engage and retain talent. We provide robust leadership development efforts to home employee skills and help keep the Company ahead of the curve. People are our real strength and therefore while pursuing best-in-class performance; the Company is significantly increasing its investment in its employees with training and development. Your Company invests in training and knowledge which forms an integral part of the development of the Company which in turn induces wealth maximization of Shareholders.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Varun Kabra, Managing Director/ Whole Time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Resources, Nomination and Remuneration Committee has recommended his re-appointment.
GREEN INITIATIVE AND SENDING PHYSICAL COPIES OF ANNUAL REPORT
Electronic copies of Annual Report for the F.Y 2022-23 and the Notice of the 17th AGM are sent to members whose email addresses are registered with the company /depository participants. The requirements of sending physical copies of Annual Report as prescribed under Regulations 36 (1)(b) and (c) and Regulation 58 (1)(b) &(c) of the LODR are dispensed with till September 30, 2023 vide SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023. Accordingly, Company is not dispatching the physical copy of the Annual Report. Those who have not registered their email id can download the Annual Report of the Company from the website of the Company at www.mlpl.biz.
CAUTIONARY STATEMENT
Statements in the Director's report and the management discussion_ and analysis_ describing_ the company's objectives, expectations, or predictions, may be forward looking within_ the meaning_ of applicable securities_ laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company's operations include global and domestic_demand and supply conditions_affecting selling prices_, new capacity_additions, availability_of critical_ materials and their cost, changes in government policies and tax laws, economic_development of the company, and other factors which are material to the business operations of the company.
ACKNOWLEDGEMENTS
The Directors wish to express their gratitude to the State and Central Governments, lending Financial Institutions, Banks & Stock Exchange for their continued support during the year. The Directors wish to convey their thanks to the valued shareholders, customers, dealers and suppliers for their continued patronage during the year under review and record their appreciation of the contribution made by all the employees, during the year.