Manomay Tex India Ltd

To, The Members of

MANOMAY TEX INDIA LIMITED

Your Directors have pleasure to present the 15th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the Year ended 31st March, 2024.

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:

2. State of company?s affairs / financial performance:

Our company reported Revenue from operation of Rs. 58,309.12 lakhs as compared to Rs. 69,887.88 lakhs in the previous year which showed a decrease by 16.56%. Profit after tax of the company has been increase from Rs. 1,295.04 Lakhs to 1,300.33 lakhs Rs. which showed an increase by 0.41%. 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.

3. Transfer to reserves:

The Company proposes not to transfer any amount to the reserves and an amount of Rs. 1,300.33 Lakhs (Other Equity 11,094.98 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 31.03.2024 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. Establishment of new spinning unit:

During the year your Company has successfully Establishment New Spinning Unit at Aaraji No. 983, 989, 990, 991, 992/1568,993/1570, Village - Undawa, Tehsil-Gangrar, Distt Chittorgarh -312901 Rajasthan (India). The commercial production was commenced on 27.01.2024.

7. Material changes between the date of the board report and end of financial year:

9. Subsidiary / Joint Venture / Associate Company:

As on March 31, 2024 the Company does not have any subsidiary or joint venture or any associates Company.

10. 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.

11. Statutory auditor & audit report:

During the Year M/s B Maheshwari & Company (FRN: 105839W) Chartered Accountants, Bhilwara former Statuary Auditor, retire at ensuing 14th Annual General Meeting of the Company and The members of the company at its14th Annual General Meeting (AGM) held on 26.09.2023, appointed M/s Alok Palod & Co., (FRN : 018061C), 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.

12. Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board has appointed M/s. Avinash Nolkha & Associates (M. No. F10586), Practicing Company Secretary as the Secretarial Auditor of the company. The report of the Secretarial Auditors in MR-3 is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

13. 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., Cost Accountants, Jaipur as cost auditors for conducting the audit of cost records of the Company for the financial year 2024-25.

14. 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 2023-24.

15. Change in the nature of business:

There is no change in the nature of the business of the company.

16. Directors and Key Managerial Personnel:

A. Mr. Anil Kumar Kabra (DIN: 08150149) appointed as Additional Independent Director on 7th July 2023. The terms of their Re-appointment as an Independent Non-Executive Director & remuneration was ratified by the members in the 14th Annual general meeting.

B. Mr. Sandeep Kumar Maniyar (DIN: 02722430) Independent Non-Executive Director resigned from the directorship in 07th July 2023.

In accordance with the provisions of Section 152 of the Companies Act and Articles of Association, Mr. Maheshchandra Kailashchandra Laddha [DIN: 02333125] shall retire by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Details of Directors and KMP are as follows:-

17. Public Deposits:

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

18. 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

19. Corporate social responsibility:

The company has approved the CSR policy and the Company has contributed Rs.19.53 lakhs/- (Rupees Ninteen Lakhs Fifty three Thousand approx.) as per statutory requirement under the law. The main thrust of the company has been to contribute towards Tree Plantation, Eradicating hunger and Malnutrition, Promote Education, Ensuring Environmental Sustainability, Promoting Health Care Including Preventinve Health Care, Promote Rural Sports, Nationally Recognized Sports, Paralympics Sports and Olympic Sports, Sanitation, and Making Available Safe Drinking Water Facilities, 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:-

20. 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.

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.

22. 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 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:

*Mr. Anil Kumar Kabra (DIN: 08150149) appointed as Additional Independent Director on 7th July 2023. The terms of their Re-appointment as an Independent Non-Executive Director & remuneration was ratified by the members in the 14thAnnual general meeting.

*Mr. Sandeep Kumar Maniyar (DIN: 02722430) Independent Non-Executive Director resigned from the directorship in 07th July 2023.

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 08.05.2023 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.

1. Nomination and Remuneration Committee Meetings:

2. Audit Committee Meetings:

3. Stakeholder Relationship Committee Meetings:

4. Corporate Social Responsibility Committee Meetings:

5. Internal Complaint Committee Meetings:

24. 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, 2024, the applicable of Indian Accounting Standards (Ind AS) Notified under the Companies (Indian Accounting Standards) Rules,2015 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, 2024 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; and

(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: Standalone Financial Results 2023-2024 only board of Directors of the Company are responsible.

25. Declaration by independent directors:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section149(6) of the Companies Act, 2013 so as to qualify themselves to be appoint and re-appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. The Independent Directors have submitted their Independent Director Databank Registration number and certificates to the Board which was issued by Indian Institute of Corporate Affairs (IICA).

26. 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.

27. Internal financial 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 Indian Accounting Standards (Ind AS).

Optimum utilization, efficient monitoring, timely maintenance and safety of its assets. Compliance with applicable laws, regulations and management policies.

An independent internal audit function is an important element of the Company?s internal control systems. This is executed through an extensive internal audit programme and periodic review by the management and the Audit Committee.

The Audit Committee has satisfied itself on the adequacy and effectiveness of the internal financial control systems laid down by the management. The Statutory Auditors have confirmed the adequacy of the internal financial control systems over financial reporting.

28. Human resources and industrial relations:

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your company?s trust is on the promotion of talent internally through job rotation and job enlargement.

29. Particulars of employee and analysis of remuneration:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Annexure-VIII.

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. Related party transactions:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. 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 and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC- 2 is not required. 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 Indian Accounting Standards (Ind AS) 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:

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

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 2024-25.

Audit committee

The Audit Committee comprises Mr. Basant Kishangopal Porwal as Chairman, Mr. Yogesh Laddha and Mr. Dilip Balkishan 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

During the Year Mr. Anil kumar Kabra was appointed and Mr. Sandeep Kumar Maniyar ceased to be member of the Committee w.e.f 07/07/2023. Now, The Nomination and Remuneration Committee comprises with Mr. Dilip Balkishan 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.

Corporate social responsibility committee

The Corporate Social Responsibility Committee comprises with Mr. Yogesh Laddha as Chairman, Mr. Dilip Balkishan 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.

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.

35. 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, inter-personal skills, submission done by the directors in varied disciplines related to the company?s business etc.

36. 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.

37. 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.

38. Management discussion and analysis:

The Management Discussion and analysis forms part of this annual Report as Annexure IV for the year ended 31st March 2024.

39. 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 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.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. The Management of the Company endeavors to provide safe environment for the female employees of the Company.

40. 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 http://manomaytexindia.com/pdf/annual-report-return-2024.pdf

41. 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

42. Compliances of secretarial standards:

The company has complied with the requirements prescribed under the secretarial standards on the meetings of the Board of Directors (SS-1) and General Meeting (SS-2) (as amended) read with the MCA Circulars.

43. 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 31.03.2024 has been received from Practicing Company Secretary and annexed as Annexure VI of the Directors? report.

44. 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 2024, annexed as Annexure VII.

45. 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.

46. 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.