To,
The Members
Your directors have pleasure in presenting the 28th Annual
Report on the business and operations of the Company together with the Audited Financial
Statement of Accounts for the year ended 31st March 2023.
FINANCIAL RESULTS
The financial highlights of the current year in comparison to the
previous year are as under.
A) STANDALONE: (Amount in Rupees)
PARTICULARS |
2022-23 |
2021-22 |
Total Revenue |
1,43,96,018 |
3,12,93,490 |
Less: Operating Expenses |
2,14,13,070 |
2,69,81,649 |
Gross Profit/(Loss) before
Depreciation and Interest |
(70,17,052) |
43,11,841 |
Less: Finance Costs |
10,83,333 |
12,50,000 |
Depreciation and Amortization
Expense |
1,03,688 |
1,16,887 |
Profit/(Loss) before Tax Before
exceptional and extraordinary items |
(82,04,073) |
29,44,954 |
Exceptional and Extra-ordinary
Item |
2,45,00,843 |
- |
Profit/(Loss) before Tax after
exceptional and extraordinary items |
(3,27,04,916) |
29,44,954 |
Less: Tax Expense (Net) |
7,94,013 |
4,57,480 |
Profit/(Loss) After Tax |
(3,19,10,903) |
24,87,474 |
Add: Other comprehensive Income |
5,89,93,382 |
1,19,61,932 |
APPROPRIATIONS |
-- |
-- |
Proposed Dividend |
-- |
-- |
Tax on the proposed dividend |
-- |
-- |
Transfer to General Reserve |
-- |
-- |
Balance carried to Balance Sheet |
2,70,82,479 |
1,44,49,406 |
REVIEW OF OPERATION
The total revenue of your Company for the year under review is Rs.
1,43,96,018 as compared to Rs. 3,12,93,490 for the previous year ended 31st March 2022.
The company suffers the loss of Rs. 3,19,10,903 as against the profit of Rs. 24,87,474 of
the Previous Year.
The projects undertaken by the Company are under different stages of
execution, and the performance of the Company during the current year i.e., 2022-23 is
expected to be in accordance with Company's plans.
DIVIDEND
Your directors do not recommend any dividend for the Financial Year
ended March 31, 2023.
THE AMOUNTS PROPOSED TO CARRY TO ANY RESERVES
The Company does not propose to transfer any amount to the general
reserve for the financial year ended March 31, 2023.
DEPOSITS
During the year under review, your Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
The details of money accepted and received from the directors or the
relatives of directors of the company have been disclosed in the financial statements.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules,2014, the Annual Return will be available on the
website of the Company on the following link: www.muzaliarts.com
THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and a statement
showing the names, remuneration received, and other particulars of top ten employees as
prescribed in Rules 5(2) and 5(3) of the aforesaid Rules, are provided in ANNEXURE - I.
During the year under review, no employee of your company drawn the
remuneration in excess of the prescribed limits as laid down in rule 5(2) i.e., Employees
who (i) was employed throughout the financial year and received remuneration in the
aggregate, not less than rupees one crore and two lakh, (ii) employed for a part of the
financial year and received remuneration, in the aggregate, not less than rupees eight
lakh and fifty thousand per month. Also, during the year under review, no employee of your
company was employed throughout the financial year under review or part thereof and
received remuneration which, in the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the managing director and holds by himself or
along with his spouse and dependent children, not less than two percent of the equity
shares of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION
A) APPOINTMENT:
During the year under review the Board of Directors regularize the
appointment of Mr. Lalit Kripashankar Dave (DIN: 08483990) as Director (Non-Executive and
Non-Independent Director) on the Board of the company after approval from the member in
last Annual general meeting held on 30th September 2022.
Further the Board of Directors of the company on the recommendation of
the Nomination and Remuneration Committee ("NRC") appointed Mr. Avigat
Ganeriwala (DIN: 05180575) as an Additional Director and designated as Independent
Director on the Board with effect from 21st October 2022 to hold office for the
one year subject to approval of member in the ensuing General Meeting.
Moreover, on the recommendation of the Nomination and Remuneration
Committee ("NRC") Mr. Neelkanth Dnyaneshwar Aher (DIN: 06498109) has been
appointed on the Board as additional director with effect from 23rd June 2023
subject to the approval of members in ensuring General Meeting.
The brief profile(s) of the director(s) seeking
appointment/reappointment at the ensuing Annual General Meeting are presented in the
notice.
B) RE-APPOINTMENTS:
Pursuant to the requirements of the Companies Act, 2013 and Articles of
Association of the Company. Mrs. Farheen Mansoorbhai Murtuza (DIN: 08965752) Director of
the Company who is liable to retire by rotation and hence in the current financial year
Farheen Mansoorbhai Murtuza (DIN: 08965752) is being considered for the Directors liable
to retire by rotation.
Therefore, Farheen Mansoorbhai Murtuza (DIN: 08965752) retire at the
ensuing Annual General Meeting and being eligible, seek their re-appointment on the board
of the company. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee ("NRC") has recommended her reappointment.
The brief profile(s) of the director(s) seeking
appointment/reappointment at the ensuing Annual General Meeting are presented in the
notice.
None of the Independent directors will retire at the ensuing Annual
General Meeting.
C) RESIGNATION:
During the year under review Mrs. Mala Brijlal Lalchandani (DIN:
07161506) has resigned from the Board as Independent Director with effect from 26th
July 2022. The Board places on record its appreciation for the valuable contribution made
by her during her tenure as Independent Director of the Company.
Further, Mr. Vishal Jaisingh Ladharam resigned from the position of
Independent Director w.e.f. 19th June 2023.The Board in its Meeting dated 23rd
June 2023 placed on record its appreciation for the Services, assistance and guidance
provided by Mr. Vishal Jaisingh Ladharam.
D) CHANGES IN KEY MANAGERIAL PERSONNEL:
During the Financial year 2022-23, Mr. Lalit Kripashankar Dave the
Chief Financial Officer has resigned as Chief Financial Officer of the Company with effect
from 23rd July, 2022 and Subsequently appointed Mr. Ankur Vijay Rathi as Chief
Financial Officer of the Company with effect from 12th January, 2023 to fulfil
the requirement of Section 203 of the Companies Act, 2013.
Further, Mr. Rohit Raghunath Jadhav the Company Secretary has resigned
as Company Secretary and Compliance Officer of the Company with effect from 06th
January 2023 and Subsequently appointed Ms. Nidhi Harshvinod Gandhi as Company Secretary
and Compliance officer of the Company with effect from 01st February 2023 to
fulfil the requirement of Section 203 of the Companies Act, 2013.
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:
Key Managerial Personnel as on 31st March 2023:
Sr. No Name of Key Managerial
Personnel |
Designation |
1 Mrs. Farheen Mansoorbhai
Murtuza |
Managing Director |
2 Mr. Ankur Vijay Rathi |
Chief Financial Officer |
NUMBER OF MEETINGS OF THE BOARD
Thirteen (13) meetings of the Board of Directors were held during the
year 2022-23 dates of the meeting are as follows:
Sr. No |
Date of Meetings |
1 |
15th April, 2022 |
2 |
30th May, 2022 |
3 |
21st June, 2022 |
4 |
25th July, 2022 |
5 |
13th August, 2022 |
6 |
07th September, 2022 |
7 |
21st October, 2022 |
8 |
15th November, 2022 |
9 |
16th December, 2022 |
10 |
12th January, 2023 |
11 |
14th February, 2023 |
12 |
08th March, 2023 |
13 |
10th March, 2023 |
Composition of the Board as on 31st March 2023 was as under:
Sr. No Directors |
Designation |
No. of Meetings
No. held during his / her
tenure and attended. |
|
Held |
Attended |
1 Farheen Mansoorbhai Murtuza |
Managing Director |
13 |
13 |
2 Vishal Jaisingh Ladharam |
In d e p e n de n t Director |
1 3 |
7 |
3 Lalit Kripashankar Dave |
Non-Executive
Director |
9 |
9 |
4 Avigat Ganeriwala |
Additional Director |
6 |
4 |
5 Ankur Rathi |
Chief Financial Officer |
3 |
3 |
INDEPENDENT DIRECTOR
A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149
As on March 31, 2023, Mr. Vishal Jaisingh Ladharam and Mr. Avigat
Ganeriwala are the Independent Directors on the Board of the company.
The Company has received declaration(s) from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are
independent of the management. The Board of Directors of the Company has taken on record
the declaration and confirmation submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. They are not liable to retire by rotation in
terms of Section 149(13) of the Act.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
science and technology, finance, governance, human resources, sustainability, etc. and
that they hold highest standards of integrity.
All the Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
All the Independent Directors have confirmed their respective
registrations in the Independent Directors Databank.
B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointment, the Company conducts familiarization
programmes for an Independent Director through meetings with key officials of the Company.
During these meetings, presentations are made on the roles and responsibilities, duties
and obligations of the Director, Company's business, Company's strategy, financial
reporting, governance and compliances and other related matters.
C) BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board, Committees and individual directors pursuant to the provisions of the
Act and the Corporate Governance requirements as prescribed by SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors based on the criteria such as the Board composition and
structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members based on the criteria such as the composition of
committees, effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee
("NRC") reviewed the performance of the individual directors based on the
criteria such as the contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on
the key aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
COMMITTEES OF THE BOARD
Pursuant to the requirement under the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e.,
Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee.
A) AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in line with the
provisions of Regulation 18(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Apart
from that all the matters provided in Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the
Audit committee review reports of the Internal Auditor, meet Statutory Auditors as and
when required and discusses their findings, suggestions, observations, and other related
matters and reviews major accounting policies followed by the Company.
The Audit Committee is duly constituted, during the Financial Year
ended 31st March 2023, 4 (Four) Meetings of the Audit Committee were held i.e.
on 30th May 2022, 13th August 2022, 15th November 2022,
and 14th February 2023.
The Composition of the Audit Committee as on 31/03/2023 is as under:
Sr. No. Name of
Director |
Designation |
Category |
No. of Meetings
No. held during his / her tenure and attended. |
|
|
Held |
Attended |
1 Vishal Jaisingh Ladharam |
Chairman |
Independent
Director |
4 |
4 |
2 Avigat Ganeriwala |
Member |
Independent
Director |
2 |
2 |
3 Farheen Mansoorbhai Murtuza |
Member |
Executive Director (MD) |
4 |
4 |
B) NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted
in line with the provisions of Regulation 19(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act,
2013.
Apart from that all the matters provided in Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178
of the Companies Act, 2013, the Nomination and Remuneration Committee identifies (a)
criteria for determining qualifications, positive attributes, independence of a director,
etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial
Personnel and other employees, are provided in the Corporate Governance Report.
The Nomination and Remuneration Committee is duly constituted, during
the Financial Year ended 31st March 2023, 2 (Two) Meetings of the Nomination
and Remuneration Committee were held i.e. on 21st October 2022 and 12th
January 2023.
The Composition of the Nomination and Remuneration Committee as on
31/03/2023 is as under:
Sr. No. Name of
Director |
Designation |
Category |
No. of Meetings No. held
during his / her tenure and attended. |
|
|
Held |
Attended |
1 Vishal Jaisingh Ladharam |
Chairman |
Independent
Director |
2 |
2 |
2 Avigat Ganeriwala |
Member |
Independent
Director |
1 |
1 |
3 Farheen Mansoorbhai Murtuza |
Member |
Executive Director (MD) |
2 |
2 |
4 Lalit Kripashankar Dave |
Member |
Non
Executive
Director |
2 |
2 |
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The scope of the Shareholders relationship Committee is to review and
address the grievance of the shareholders in respect of share transfers, transmission,
non-receipt of annual report, non-receipt of dividend etc, and other related activities.
In addition, the Committee also investigates matters which can facilitate better
investor's services and relations. The Stakeholders' Relationship Committee is duly
constituted, during the Financial Year ended on 31st March 2023. Meetings of the
Stakeholders' Relationship Committee were held on 16/12/2022.
The Composition of the Shareholders relationship Committee as on
31/03/2023 is as under:
Sr. No. Name of
Director |
Designation |
Category |
No. of Meetings No.
held during his / her tenure and attended. |
|
|
Held |
Attended |
1 Vishal Jaisingh Ladharam |
Chairman |
Independent
Director |
1 |
1 |
2 Avigat Ganeriwala |
Member |
Independent
Director |
1 |
1 |
3 Farheen Mansoorbhai Murtuza |
Member |
Executive Director (MD) |
1 |
1 |
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.
The Management had reviewed the design, adequacy, and operating
effectiveness of the Internal Financial Controls of the Company.
Further, during FY 2022-23, Management testing has been conducted on a
sample basis for all key processes. The Internal Audit team has also conducted a review of
the Internal Financial Controls. Remedial action has been taken or agreed upon with a
finite closure date for controls where weaknesses were identified. There are no material
unaddressed internal financial controls related observations outstanding as at March 31,
2023. Based on the above, the Board believes that adequate Internal Financial Controls
exist and are operating effectively.
STATUTORY AUDITORS AND AUDITOR'S REPORT
M/s. Gupta Ravi & Associates., Chartered Accountants, (Firm
Registration No. 006970N), were appointed as Statutory Auditors for a period of 5 years,
commencing from the conclusion of the 27th Annual General Meeting held on 30th
September 2022 till the conclusion of the 32nd Annual General Meeting of the
Company to be held in the year 2027.
The Notes on Financial Statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments.
The qualification, reservation, observation, adverse remark, or
disclaimer reported in the Statutory Auditors report for the year ended 31st March 2023
forming part of the Annual Report are selfexplanatory and do not call for any further
comments. Further, The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review.
COST RECORDS AND COST AUDIT
The provisions relating to maintenance of Cost Records as specified by
the Central Government under Section 148 of the Companies Act, 2013 is not applicable to
the Company for the financial year 202223. Also, as per rule 4 of the Companies (Cost
Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly,
the cost auditor is not appointed for the financial year 202223.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the Company has appointed Smt. Yugandhara Kothalkar, Practicing Company Secretary, to
undertake the Secretarial Audit of the Company for the financial year 2022-23. A
Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed
with this Report as ANNEXURE - II.
EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK
OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS' REPORT AND THE SECRETARIAL AUDIT
REPORT.
The qualification, reservation, observation, adverse remark or
disclaimer reported in Statutory Auditors' Report, and the Secretarial Audit Report to the
members, for the year ended March 31, 2023are self-explanatory and does not call for any
further comments. However, the reply of the Board to the 'emphasis of matter' reported in
the Statutory Auditors' Reports is given in the 'Auditors Report' clause above.
During the year, there were no instances of frauds reported by the
auditors under section 143(12) of the Companies Act, 2013 to the Audit Committee.
DISCLOSURE OF ACCOUNTING TREATMENT
The financial statements have been prepared and presented under the
historical cost basis except for certain financial instruments which are measured at fair
value or amortized cost and accrual basis of accounting, unless otherwise stated, and are
in accordance with Generally Accepted Accounting Principles in India ('GAAP'), statutory
requirements prescribed under the Accounting Standards ('AS') specified under Section 133
of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules,
2021, in so far as they are applicable to the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March 2023, the Company has one US based Subsidiary named
"Jalan Jalan Collection Inc." engaged in interior design industry and offers
products suitable for both commercial and residential design and offers turn-key solutions
for new homeowners, from design inspiration to quick delivery & installation and one
stop location for all things designs and furniture.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility are not applicable as the Net worth of the Company is less
than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net
Profit less than rupees Five Crore.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a
separate report on Management Discussion and Analysis is enclosed as an ANNEXURE -III to
the Director's Report.
CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures
requirement) Regulation, 2015, report on Corporate Governance shall not apply on listed
entity having paid up equity share capital not exceeding rupees ten crore and net worth
not exceeding rupees twenty-five crore, as on the last day of the previous financial year
hence, the report on Corporate Governance is not applicable on the company.
SHARE CAPITAL
In the beginning of the year your company has a paid-up capital of Rs.
5,08,48,000.
During the Financial Year 2022-23 dated 15th April 2022,
your Company has converted 21,50,000 warrants held by promotor group into Equity Shares in
the ratio of 1:1.
Further on 16th December 2022 your Company has allotted
61,66,667 equity shares on preferential basis having face value of Rs. 1/- each fully
paid-up at a premium of Rs.2/-per share.
Consequent to the above, the subscribed, issued and paid-up equity
share capital of your Company as on March 31, 2023, stood at Rs. 5,91,64,667/- comprising
of 5,91,64,667 Equity Shares of Rs.1 /- each.
WHISTLEBLOWER POLICY
In pursuance of provisions of the Companies Act, 2013, and the Listing
Regulations Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to
providing a mechanism for (i) directors and employees of the Company to freely
communicate/report genuine concerns or/and grievances about illegal or unethical
practices, unethical behaviour, actual or suspected fraud or violation of the Company's
code of conduct or ethics policy, and (ii) the stakeholders of the company to freely
communicate their concerns about illegal or unethical practices, and to approach the
Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report the
same to the management. This Policy is an extension of the Company's Code of Conduct.
The Audit Committee oversees the vigil mechanism through the committee.
This Policy inter-alia provides direct access to the Chairman of the Audit Committee.
The Whistle Officer/Chairman of the Audit Committee shall submit a
report to the Audit Committee on a regular basis about all the complaints referred to her
since the last report together with the results of investigations, if any.
MAJOR EVENTS OCCURRING AFTER THE BALANCE SHEET DATE
A) Material changes and commitments if any affecting the financial
position of the Company occurred between the end of the financial year to which this
Financial Statements relate and the date of the report
There have been no material changes and commitments, affecting the
financial position of the Company which occurred during the period between the end of the
financial year to which the financial statements relate and the date of this report.
(B) Change in the Nature of Business
There is no change in the nature of business of the Company.
(C) Details of significant and material orders passed by the
regulators/ courts/ tribunals impacting the going concern status and the Company's
operations in future.
There are no significant material orders passed by the Regulators/
Courts which would impact the going concern status of the Company and its future
operations.
DEMATERIALISATION OF SHARES
97.97% of the company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2023 and balance 2.03% is in physical form.
Shareholders holding shares in physical form are once again advised to dematerialize their
shares to avoid the risk associated with the physical holding of share certificates and
for facilitating easy liquidity for shares. The Company's Registrars are Satellite
Corporate Services Pvt Ltd, Unit No 49, Building No 13AB, 2nd Floor,
Samhita Commercial Co-Op Society Ltd, Off Andheri Kurla Road, MTNL Lane, Sakinaka, Mumbai
-400072.
COMPANY'S POLICY ON PROHIBITION AND REDRESSAL OF HARASSMENT OF WOMEN AT
WORKPLACE.
Your Company is committed to provide work environment that ensures
every employee is treated with dignity and respect and afforded equitable treatment. The
Company is also committed to promoting a work environment that is conducive to the
professional growth of its employees and encourages equality of opportunity and will not
tolerate any form of sexual harassment and to take all necessary steps to ensure that its
employees are not subjected to any form of harassment.
Thus, in order to create a safe and conducive work environment the
Company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
& Redressal) Act, 2013. Further, the Company has complied with provisions relating to
constitution of Internal Complaints Committee under Sexual Harassment of Women at
Workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, trainees, temporary) are covered under this policy. The Company did not
receive any complaint during the period under review.
THE CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the
SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances,
Guarantees and Investments are provided as part of the financial statements.
RELATED PARTY TRANSACTIONS
During the year under review, all transactions entered by the Company
with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing
basis, details relating to related party transactions made by the Company in pursuant to
Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014
are disclosed as required by the applicable accounting standards have been made in the
Notes to the financial statements and the details of Related Party Transactions have been
entered in the Form AOC-2, which is annexed, to this report as ANNEXURE- IV.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy,
technology absorption, foreign exchange earnings, and outgo, are provided below:
CONSERVATION OF ENERGY:
With respect to conservation of energy pursuant to rule 8 (3) A of the
Companies (Accounts) Rules 2014 -
Sr. No Particulars |
Steps/Amount |
1. Steps taken or impact on
conservation of energy |
Nil |
2. Steps taken by the company for
utilizing alternate sources of energy |
Nil |
3. Capital investment on energy
conservation equipment |
Nil |
TECHNOLOGY ABSORPTION:
With respect to technology absorption pursuant to Rule 8(3) B of the
Companies (Accounts) Rules 2014 are not given as the Company has not spent any amount
towards technology absorption.
FOREIGN EXCHANGE EARNING AND OUTGO:
Information pursuant to Rule 8 (3) C of the Companies (Accounts) Rules.
During the Financial Year 2022-23 the company has no foreign exchange
earnings and outgo.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
INSIDER TRADING
In compliance with the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of
unpublished price sensitive information, the Company has adopted a code of conduct to
Regulate, Monitor and Report Trading by Insiders ('Insider Trading Code') and code of
Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information
('Code of Fair Disclosure').
The Insider Trading Code is intended to prevent misuse of unpublished
price sensitive information by insiders connected persons and ensure that the Directors
and specified persons of the Company and their dependents shall not derive any benefit or
assist others to derive any benefit from access to and possession of price sensitive
information about the Company, which is not in the public domain, that is to say, insider
information.
The code of Fair Disclosure ensures that the affairs of the Company are
managed in a fair, transparent and ethical manner keeping in view the need and interest of
all the Stakeholders.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
The evaluation of Board, Committee(s), and individual Directors was
carried out based on a structured questionnaire encompassing parameters such as performing
statutory duties, level of engagement and contribution, independence of judgment, etc.
Further, the details on performance evaluation criteria are provided in the Corporate
Governance Report.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, Company has not made any application
under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT.
Your company has received notice from Bombay Stock Exchange dated 29th
day of August, 2023 at regarding Suspension of trading in securities of companies for
non-compliances with provisions of Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. w.e.f 29th day of September 2023.
Further, the company had already filed Appeal to Securities Appellate Tribunal (SAT) for
waiver of Standard operating Procedure (SOP) fines levied for Non-compliance with
provisions of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING THE COMPANY
During the year 2022-2023, the Company has not entered into any
agreement which is binding the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) the Companies Act, 2013 and based upon
representations from the Management, the Board, to the best of its knowledge and belief,
states that:
(a) In the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(b) 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 on March 31, 2023,
and of the profit and loss of the company for the financial year ended March 31, 2023;
(c) The Directors had 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;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) 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.
(f) 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.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory, and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors, and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2022-2023.
ACKNOWLEDGEMENTS
Your directors place on records their sincere appreciation to the
Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government, and
Semi-Government agencies for their continued assistance and co-operation extended to the
Company and wishes to place on record their appreciation of employees for their hard work,
dedication, and commitment.
FOR MUZALI ARTS LIMITED Sd/-
Farheen Mansoorbhai Murtuza Chairman and Managing Director DIN:08965752
Date: - 06.09.2022 Place: - Nagpur
ANNEXURE I
Disclosure of remuneration details required under section 197(12) of
the Companies Act, 2013
? Ratio of remuneration of each executive director to the median
remuneration of the Employee of the company for the financial year 2022-23, the percentage
increase in the remuneration of Chief Executive Director, Chief Financial Officer,
Executive Director and Company Secretary during the financial year 2022-23.
Sr. No Name of Director /KMP |
Designation |
Ratio of
remuneration of each director to median
remuneration of Employees |
Percentage increase in
remuneration |
1 Farheen Mansoorbhai Murtuza |
Managing
Director |
1:39.27 |
NIL |
2 Lalit Kripashankar Dave |
CFO (till 23rd July
2022) |
1:7.04 |
NIL |
3 Vishal Jaisingh Ladharam |
Independent
Director |
NA |
NIL |
4 Avigat Ganeriwala |
Independent
Director |
NA |
NIL |
5 Mala Brijlal Lalchandani |
Independent
Director |
NA |
NIL |
6 Lalit Kripashankar Dave |
Non
Executive
Director |
NA |
|
6 Ankur Rathi |
Chief
Financial
Officer |
NA |
NIL |
7 Rohit Raghunath Jadhav |
Company
Secretary |
1:3.44 |
NIL |
a) The remuneration of Directors does not include Sitting Fee, Gratuity
and retirement benefits.
b) The remuneration of KMP does not include perquisite.
c) Independent Directors are paid only sitting fee which is not
included in Remuneration.
* Mr. Vishal Jaisingh Ladharam ceased to be a director w.e.f 19th
June 2023 and Ms. Mala Brijlal Lalchandani ceased to be a director w.e.f.26th
July, 2022.
The percentage increase in the median remuneration of employees in the
financial year is NIL
The company has no permanent employees on the rolls of company as on
31/03 2023.
? Relationship between average increase in remuneration and company's
performance:
Every year, the salary increase for the Company is decided on the basis
of a benchmarking exercise that is undertaken with similar profile organisations. The
final salary increases given are a function of Company's market competitiveness in this
comparator group as well as overall business affordability. During the year, similar
approach was followed to establish the remuneration increases to the Employees Variable
compensation is an integral part of our total reward package and is directly linked to an
individual performance rating and business performance.
Salary increases during the year was NIL and in line with Company's
performance as well as pre-Company's market competitiveness.
? Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company:
In line with Company's reward philosophy, merit increase and annual
bonus pay-outs of its Employees including Key Managerial Personnel are directly linked to
individual performance as well as that of the business. Given the superior business
performance and the performance rating of the Key Managerial Personnel, appropriate reward
by way of merit increase or variable pay have been awarded to the Key managerial Personnel
for the current year. This was duly reviewed and approved by the Nomination and
Remuneration Committee of the Company.
? Average percentage increase made in the salaries of Employees other
than the managerial personnel as well as increase in the managerial personnel remuneration
was NIL.
The average increase in every year is an outcome of Company's market
competitiveness as against its peer group companies.
? The key parameters for any variable component of remuneration:
Package for all Employees including Executive Directors, Annual Bonus
is directly linked to an individual performance rating and business performance. At the
start of the year, every Employee (including Executive Directors), have key targets
assigned for the year in addition to their job fundamentals. These are drawn from the
organisational strategic plan and are then reviewed for consistency and stretch, Business
targets are a combination of goals such as Underlying Volume Growth, Underlying Sales
Growth, Core Operating Margin etc.
? The ratio of the remuneration of the Director to that of the
Employees who are not Directors but receive remuneration in excess of the highest paid
Director during the year is not applicable.
It is hereby affirmed that the remuneration paid during the year is as
per the Remuneration Policy of the Company.
FOR MUZALI ARTS LIMITED
(Formerly known as Welcon International Limited) Sd/-
Farheen Mansoorbhai Murtuza Chairman and Managing Director DIN:08965752
Date: - 06.09.2023 Place: - Nagpur
ANNEXURE II
Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st
MARCH 2023 (Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
THE MEMBERS,
MUZALI ARTS LIMITED,
CIN - L20100MH1995PLC322040
PLOT NO. 3, B-44, NEAR MANAV MANDIR,
KANTOL ROAD, YERLA, NAGPUR, MH - 441501, INDIA.
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by MUZALI ARTS LIMITED
(Formerly known as WELCON INTERNATIONAL LIMITED). (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me with a reasonable basis for
evaluating the corporate conducts/ statutory compliances and expressing my opinion
thereon.
Based on my verification of the MUZALI ARTS LIMITED's books, papers,
minute books, forms and returns filed and other records maintained by the Company and also
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I hereby report that in my
opinion, the Company has, during the audit period covering the financial year ended on 31st
March, 2023 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023, according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
Rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder; to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act') as may be appropriately
applicable for the period under review:-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; (No incidence during the audit period, hence
not applicable);
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
clients;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009; (No incidence during the audit period, hence not applicable);
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; (No incidence during the audit period, hence not applicable);
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure requirements) Regulations, 2015;
(j) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; (No incidence during the audit period,
hence not applicable);
(vi) I have reviewed the systems and mechanisms established by the
Company for ensuring compliances under the other applicable Acts, Rules, Regulations and
Guidelines prescribed under various laws which are specifically applicable to the Company
and categorized under the following heads/ groups:-
(a) The Factories Act, 1948 and Rules made thereunder;
(b) Labour laws and other incidental laws related to labour and
employees appointed by the Company;
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued and notified by The Institute of
Company Secretaries of India. SS-1 and SS-2 have been complied with by the Company during
the Financial Year under review.
(ii) The Listing Agreements entered into by the Company with Bombay
Stock Exchange.
(iii) Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observations:
Observations:-
1. The Company has made delay of 10 days in filing application for
in-principal approval with Bombay Stock exchange for preferential allotment of equity
shares.
2. The Company has not filed Consolidated Financial Statement for the
Quarter ended 31st December 2022 and 31st March 2023 due to
non-availability of financial information and existence of management dispute between
management of the company and its subsidiary company.
I further report that
The Board of Directors of the Company is duly constituted with a proper
balance of Executive Directors and Non-Executive Directors. The changes in the composition
of the Board of Directors that took place during the period under review were carried out
in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
I further report that
Based on the information provided and the representation made by the
Company, in my opinion there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
The compliance by the Company of applicable financial laws such as
direct and indirect tax laws and maintenance of financial records and books of accounts
has not been reviewed in this Audit since the same have been subject to review by
statutory financial audit and other designated professionals.
I further report that during the audit period, there were no specific
events/ actions in pursuance of the above referred laws, rules, regulations, guidelines,
etc, having major bearing on the Company's affairs.
Sd/-
YUGANDHARA KOTHALKAR
Date: 04/09/2023 PRACTICING COMPANY SECRETARY,
Place: Nagpur Membership No. - F11537
UDIN: F011S37E000923580 CP No. - 10337
To,
THE MEMBERS,
MUZALI ARTS LIMITED,
CIN - L20100MH1995PLC322040
PLOT NO. 3, B-44, NEAR MANAV MANDIR,
KANTOL ROAD, YERLA, NAGPUR, MH - 441501, INDIA.
My Secretarial Audit Report of even date is to be read along with this
letter.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Sd/-
Date: 04/09/2023 Place: Nagpur
UDIN: F011S37E000923580
YUGANDHARA KOTHALKAR PRACTICING COMPANY SECRETARY, Membership No. -
F11537 CP No. - 10337