<dhhead>DIRECTORS'REPORT</dhhead>
To,
The Members,
INTERIORS & MORE LIMITED,
Mumbai,
Your Directors have pleasure in presenting their Annual Report of the
Company together with the Audited Statements of Accounts for the Financial Year ended 31st
March, 2024.
1. FINANCIAL STATEMENT
Your Director's delightfully presents the 12thAnnual Report on the
business and operation of the Company together with the Audited Financial Accounts for the
year ended 31st March, 2024
(Amount in ?)
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
32,25,32,855.84 |
24,85,65,674.16 |
Other Income |
11,30,427.99 |
4,151,765.00 |
Total |
32,36,63,283.83 |
25,27,17,439.16 |
Operating and Other Expenses |
16,52,30,385.34 |
13,37,09,064.62 |
Administrative and Finance Cost |
2,69,76,369.33 |
2,00,22,833.90 |
Total Expenses |
19,22,06,754.67 |
15,37,31,898.52 |
Profit Before Interest, Tax &
Depreciation |
13,14,56,529.16 |
9,89,85,540.64 |
Less: Financial cost |
1,43,40,035.50 |
1,43,47,037.79 |
Less: Depreciation |
41,80,204.00 |
50,38,000.00 |
Profit before Exceptional items &
Extraordinary Items |
11,29,36,289.66 |
7,96,00,502.85 |
Exceptional items |
18,49,635.30 |
-14,26,591.00 |
Profit /(Loss) Before Tax |
11,10,86,654.36 |
8,10,27,093.85 |
Less: Current Tax |
3,09,84,952.12 |
2,06,67,671.32 |
Less: Deferred Tax Asset / (Liability) |
-39,078.74 |
-81,110 |
Profit after Tax |
8,01,40,780.98 |
6,04,40,532.33 |
Profit Brought Forward |
6,04,40,532.33 |
1,04,43,860.19 |
Balance carried to Balance Sheet |
14,05,81,313.51 |
7,08,84,392.72 |
2. RESULT HIGHLIGHTS
During the year the Company has generated revenue from operations of
Rs.32,36,63,283.83/- (including other income) and earned net profit after tax Rs.
8,01,40,780.98/- as compared with the corresponding figures in the previous year of Rs.
25,27,17,439.16/- and Rs. 6,04,40,532.33/- respectively. The total revenue is increased by
Rs. 7,09,45,844.67/- as compared with last year as well as net profit after tax also
increased by Rs. 1,97,00,248.65/- as compared with last year.
3. DIVIDEND
Our Director's are constrained not to recommend any dividend for the
year under report.
4. TRANSFER TO RESERVE
Our Director's find it prudent to transfer the amount to general
reserve.
5. CHANGE IN SHARE CAPITAL
After the completion of financial year and before adoption of Board
Report, the company has issued and allotted 18,50,400 Equity Shares of Rs. 10 each fully
paid up, were issued pursuant to resolution passed by the Board of Directors on dated 13th
June, 2023, generating proceeds through Initial Public Offering (IPO) in NSE SME Platform
of NSE Limited. Equity Shares of the Company got listed on 23rd February 2024 on the NSE
SME platform of Bombay Stock Exchange.
6. MAJOR EVENTS DURING THE FY 2023-24
There was no major event in the company during the financial year,
after closure of financial year and before adoption of board report except Listing of
Securities on NSE SME Platform on 23rd February, 2024.
7. NATURE OF BUSINESS
Our Company was originally incorporated on July 30, 2012 as a Private
Limited Company as "Interiors & More Private Limited" under the provisions
of the Companies Act, 1956 with the Registrar of Companies, Mumbai, Maharashtra. Later in
the year 2023, pursuant to a Special Resolution of our Shareholders passed in the
Extra-Ordinary General Meeting held on October 31, 2022, our Company was converted from a
Private Limited Company to Public Limited Company and consequently, the name of our
Company was changed to 'Interiors & More Limited' and a Fresh Certificate of
Incorporation consequent to Conversion was issued on January 06, 2023 by the Registrar of
Companies, Mumbai. The Corporate Identification Number of our Company is
U74120MH2012PLC233915.
8. CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its business. The company
has invested in its newly incorporated Wholly owned subsidiary
Interiors & More LLC S. P - Dubai (UAE)- Wholly owned subsidiary
The company has not made any investment in its newly incorporated
subsidiary in the financial year 2023-24
9. LISTING
The Equity Shares of the Company are listed on SME Emerge Platform of
NSE Limited w.e.f. 23rd February, 2024. The Company is regular in payment of Annual
Listing Fees. The Company has paid Listing fees up to the year 2023-24.
10. DEMATERIALISATION OF EQUITY SHARES
As the Members are aware, Our Company shares are trade-able
compulsorily in electronic form and our Company has established connectivity with both
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered by the depository system, the
members are requested to avail the facility of Dematerialization of the Company shares on
NSDL & CDSL.
All the Equity Shares of the Company are in dematerialized form with
the depositories as mentioned below: -
1. NSDL - National Securities Depository Limited
2. CDSL - Central Depository Services Ltd
As on 31st March, 2024 Equity shares 69,95,400 of Rs.10/- each were in
dematerialized form i.e. 63,24,150 equity shares of Rs. 10/- each were in dematerialized
form with NSDL and 6 71 250 equity shares of Rs. 10/- each were in dematerialized form
with CDSL constituting 90.40% and 9.60% respectively of the paid-up capital.
The ISIN of INTERIORS & MORE LIMITED on both NSDL and CDSL
The ISIN No. allotted is INE0OPC01015.
Share transfer system
Shares sent for transfer in physical form are registered and returned
by Registrar and Share transfer agents within 30 days from the date of receipt of
documents, provided the documents are found in order. Share under objection are returned
within 21 days.
11. DETAILS OF COMPLIANCE WITH SEBI LISTING REGULATIONS 2015
The Company has complied with the provisions of SEBI Listing
Regulations 2015
No penalties were imposed on the Company by the National Stock Exchange
Limited or SEBI or any other statutory authority on any matter related to capital market
during the last three years.
The details of compliance with mandatory requirements of SEBI Listing
Regulations 2015 are as contained in this Report.
12. CORPORATE GOVERNANCE
As per the Guideline and direction of the SEBI & Stock Exchange
accordingly the company has been adhering to the directions and guideline, as required and
if applicable on the Companies size and type (as per the Regulations and rules the
Corporate Governance is not applicable on SME Listed Companies).
In addition to the applicable provisions of the Companies Act, 2013
with respect to Corporate Governance, provisions of the SEBI (LODR) Regulation, 2015 will
also be complied with the extent applicable to our Company immediately upon the listing of
the Equity Shares on the Stock Exchange as detailed in ANNEXURE V
Our Company stands committed to good Corporate Governance practices
based on the principles such as accountability, transparency in dealings with our
stakeholders, emphasis on communication and transparent reporting. We have complied with
the requirements of the applicable regulations, in respect of corporate governance
including constitution of the Board and Committees thereof
The Corporate Governance framework is based on an effective Independent
Board, the Board's Supervisory role from the executive management team and constitution of
the Board Committees, as required under law.
The Board functions either as a full board or through the various
committees constituted to oversee specific operational areas.
The Board of Interior & More consists of Six Directors with a fair
representation of Executive, NonExecutive and Independent Directors. The Chairman being
Executive, as per SEBI (LODR) Regulations, the Company has two Independent Directors.
There is no institutional nominee on the Board. Details of Directors retiring by rotation
and their brief are provided in the notice to Annual General Meeting.
Our Company undertakes to take all necessary steps to continue to
comply with all the requirements of the SEBI (LODR) Regulation, 2015 and the Companies
Act, 2013.
Company's philosophy on the Code of Governance
Corporate Governance is a set of systems and practices to ensure that
the affairs of the Company is being managed in a way which ensures accountability,
transparency and fairness in all its transactions in widest sense and meet up its
stakeholders aspirations and societal expectations.
The Company has always endeavored to implement the Corporate Governance
process in the most democratic form as maximization of shareholders wealth is cornerstone
of our Company. For the Company the advent of the SEBI (LODR) Regulations 2015 has paved
way for sharing with the stakeholders, the corporate governance practices, which are
deeply rooted in the corporate culture of the Company. Our Company has been committed in
adopting and adhering to global recognized standards of corporate conduct towards its
employees, clients and the society at large. The management team of our Company exerts the
strict adherence to corporate governance practices in order to cover the entire spectrum
of governance activities and benchmark its practices with the prevailing guidelines of
Corporate Governance.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Details regarding our Board of Directors as on the date 31st March,
2024 are set forth in the table hereunder:
Name |
Designation |
Address |
DIN |
Mr. Manish Mohan Tibrewal |
Managing Director |
C-402, Emerald Court CHS
Ltd, R K Mandir Road, Kondivita Lane, Andheri Kurla Road, Andheri (e), Mumbai-400059,
Maharashtra, India. |
5164854 |
Ms. Ekta Tibrewal |
Executive Director |
C-402, Emerald Court CHSL,
Kondivita Lane, Near Regent Hotel, Andheri East, J B Nagar, Mumbai- 400059, Maharashtra,
India. |
1289275 |
Mr. Rajat Vijender Singhal |
Non-Executive Director |
A-1403, Dheeraj Residency
Society, 120 Link Road, Opp. Oshiwara Bus Depot, Goregaon West, Mumbai- 400104,
Maharashtra, India. |
9660995 |
Mr. Rahul Jhunjhunwala |
Non- Executive Director |
Flat no 1B, P269 CIT Scheme
6M, Maniktala Main Road, Near Rail Bridge, Kankurgachi, Kolkata, Kankurgachi - 700054,
West Bengal, India. |
527214 |
Mr. Gopal KrishnaTharad |
IndependentDirector |
402, Gundecha Premiere CHS
LTD, off Western Express Highway, Poisar, Borivali East- 400066, India. |
7361902 |
Ms. Rupa Lachhiramka |
Independent Director |
Flat no. 1004, Flat No. 1004
IVY-IRIS CHS Ltd, Nahar Amrit Shakti Chandivali Andheri (e) Mumbai - 400072, Maharashtra,
India. |
8126792 |
* Mr. Rajat Vijender Singhal Appointed as Chief Financial Officer of
the Company with effect from 12/07/2023. **Ms. Ekta Tibrewal resignation as Chief
Financial Officer of the Company with effect from 12/07/2023.
# Kuntal Pankaj Sharma Company Secretary Appointed as Company Secretary
cum Compliance Officer of the Company with effect from December 05,2022 resigned on
28/05/2024
## Tasneem Husain Marfatia Company Secretary Appointed as Company
Secretary cum Compliance Officer of the Company with effect from 12/07/2024
Pursuant to the provisions of Sections 149 and Section 152 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Gopal Krishna
Tharad (DIN: 07361902), Ms. Rupa Lachhiramka (DIN: 08126792), continue as Independent
Directors of the Company.
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that
they meet with the criteria of their independence laid down in Section 149(6) of the Act.
Retirement by Rotation
In terms of Section 152 of the Companies Act, 2013 Ms. Ekta Tibrewal
(DIN: 01289275), Director of the Company is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offered herself for re-appointment.
The Board confirms that none of the Directors of the Company is
disqualified from being appointed as Director in terms of Section 164 of the Companies
Act, 2013 and necessary declaration has been obtained from all the Directors in this
regard.
Appointment and Changes of Key Managerial Personnel during the Year
There is no change in appointment of Key Managerial Personnel during
the Financial Year 2023-24.
13. NUMBER OF BOARD MEETINGS
During the year under reference, 18 (Eighteen) Board meetings were
dated, 13/06/2023, 17/06/2023, 12/07/2023, 18/07/2023, 02/08/2023, 05/08/2023, 09/08/2023,
19/08/2023, 27/08/2023, 31/08/2023, 08/09/2023, 05/10/2023, 22/11/2023, 11/12/2023,
03/02/2024, 14/02/2024, 21/02/2024 and 26/03/2024 properly convened & held.
14. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST
ANNUAL GENERAL MEETING:
The attendance of the Directors at the Board Meeting and the Annual
General Meeting held during the year ended 31st March 2024 was as follows:
Name of the Directors |
Board Meetings attended
during the year |
Whether attended last AGM |
Other
Directorships including this listed company |
Other Committees
Membership/ Chairmanship including this listed company |
Mr. Manish Mohan Tibrewal |
18 |
Yes |
1 |
1 |
Ms. Ekta Tibrewal |
18 |
Yes |
1 |
1 |
Mr. Rajat Vijender Singhal |
18 |
Yes |
1 |
1 |
Mr. Rahul Jhunjhunwala |
18 |
Yes |
1 |
1 |
Mr. Gopal KrishnaTharad |
17 |
Yes |
1 |
1 |
Ms. Rupa Lachhiramka |
17 |
Yes |
1 |
1 |
15. SECRETARIAL STANDARDS RELATING TO THE MEETINGS
The Institute of Company Secretaries of India (ICSI) has established
Secretarial Standards relating to the Meetings of the Board thereof and Annual General
Meetings. Approval of the Central Government under sub-section (10) of Section 118 of the
Companies Act, 2013 has been accorded to the Secretarial Standards (SS) namely SS-1 on
Meetings of the Board and SS-2 on General Meetings.
These Secretarial Standards (SS-1 and SS-2) shall apply to Board
Meetings and General Meetings, in respect of which Notices are issued on or after 1st
July, 2015. The Company shall follow the same.
16. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual evaluation of its own performance, the directors individually, as
well as the evaluation of the working of its committees. The Company has devised a
questionnaire to evaluate the performances of each of Executive and Independent Directors.
Such questions are prepared considering the business of the Company and the expectations
that the Board have from each of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board Deliberations;
iii. Strategic perspectives or inputs regarding future growth of the
Company and its performance;
iv. Providing perspectives and feedback going beyond information
provided by the management.
17. OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Company is managed by our Board of Directors, assisted by qualified
and experienced professionals, who are permanent employees of our Company. Given below are
the details of the Key Managerial Personnel and Senior Managerial of our Company as
prescribed under the Companies Act, 2013:
Sr. No |
Name of the KMPs and
Senior Managerial |
Designation |
1 |
Mr. Manish Mohan Tibrewal |
Managing Director |
2 |
Mr. Rajat Vijender Singhal |
Executive Director &
Chief Financial Officer |
3 |
Ms. Tasneem Husain Marfatia |
Company Secretary &
Compliance Officer |
18. BREIF PROFILE OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Mr. Rajat Vijender Singhal- Executive Director & Chief Financial
Officer
Mr. Rajat Vijender Singhal aged 31, is the Executive Director &
Chief Financial Officer of our Company. He was Appointed as Executive Director of the
Company w.e.f. July 04, 2022. He has completed his Degree of Master of Business
Administration with O.P. Jindal Global University. He has joined as factory Manager in
Interiors & More Limited on 24th June, 2021.Thereafter, He was promoted as Executive
Director. He has proven ability to quickly analyse key business drivers and develop
strategies to grow the bottom line. He is a high integrity energetic leader known for
ability to envision and create successful outcomes in complex situations.
Ms. Tasneem Husain Marfatia- Company Secretary & Compliance Officer
Ms. Tasneem Husain Marfatia, aged 32 years, is the Company Secretary
& Compliance Officer of our Company. She was appointed as the Company Secretary &
Compliance Officer of our Company at the meeting of the Board of Directors with effect
from July 12, 2024. She is a qualified Company secretary from the Institute of Company
Secretaries of India.
19. STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All our Key Managerial Personnel and Senior Management are permanent
employees of our Company
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has practice of conducting familiarization Programme for
Independent Directors of the Company.
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations and functions of
our Company, the executive directors/senior managerial personnel make presentations to the
inductees about the Company's strategy, operations, product and service offerings,
markets, software delivery, organization structure, finance, human resources, technology,
quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) A program on how to review, verify and study the financial reports;
(b) A program on Corporate Governance;
(c) Provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role, functions, duties
and responsibilities as a director.
21. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of our Company have submitted the declaration
of Independence as required under Section 149(7) of the Companies Act, 2013 confirming
that they meet the criteria of independence under Section 149(6) of the Companies
Act,2013.
22. 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 sub-section (3) of section 178, is appended as
Annexure II to this Report.
23. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, an
Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule
12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed
Format MGT-9 is appended as Annexure - 7 to the Board's Report.
24. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on
the basis of information placed before them, the Directors state that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
2. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as on
31st March, 2024 and of the Loss of the Company for the said period;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. The internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
6. There is a proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
25. INFORMATION PROVIDED TO THE BOARD:
The Board of the Company is presented with all information under the
following heads, whenever applicable and materially significant. These are submitted
either as part of the agenda in advance of the Board Meetings or are tabled in the course
of the Board Meetings. This inter-alia includes:
1. Annual operating plans of businesses, capital budgets, updates.
2. Quarterly results of the Company and its operating divisions or
business segments.
3. Minutes of the Audit Committee and other committees.
4. Information on recruitment and remuneration of senior officers just
below the Board level.
5. Materially important litigations, show cause, demand, prosecution
and penalty notices.
6. Fatal or serious accidents.
7. Any material default in financial obligations to and by the Company
or substantial nonpayment for services rendered by the Company.
8. Details of any joint venture or collaboration agreement or new
client win.
9. Any issue, which involves possible public liability claims of
substantial nature, including any judgment or order, which, may have passed strictures on
the conduct of the Company or taken an adverse view regarding another enterprise that can
have negative implications on the Company.
10. Transactions have involved substantial payments towards good-will,
brand equity, or intellectual property.
11. Significant development in the human resources front.
12. Sale of material nature of investments, subsidiaries, assets which
is not in the normal course of business.
13. Quarterly details of foreign exchange exposure and the steps taken
by management to limit the risks of adverse exchange rate movement.
14. Quarterly update on the return from deployment of surplus funds.
15. Non-compliance of any regulatory or statutory provisions or listing
requirements as well as shareholders services as non- payment of dividend and delays in
share transfer.
26. COMMITTEES OF OUR BOARD
The following committees have been constituted in terms of SEBI (LODR)
Regulations, 2015 and the Companies Act, 2013:
Audit Committee
Stakeholders' Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Internal Complaints Committee
Audit Committee
Our Company has constituted an Audit Committee ("Audit
Committee"), as per Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of
Directors held on July 12, 2023.
The terms of reference of Audit Committee adheres to the requirements
of Regulation 18 of the SEBI (LODR) Regulation, 2015, proposed to be entered into with the
Stock Exchange in due course.
The committee presently comprises the following 3 (Three) directors:
Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
1 |
Ms. Rupa Lachhiramka |
Chairman |
Independent Director |
2 |
Mr. Gopal Krishna Tharad |
Member |
Independent Director |
3 |
Mr. Rahul Jhunjhunwala |
Member |
Non-Executive Director |
The Company Secretary & Compliance Officer of our Company shall act
as the Secretary to the Audit Committee.
Set forth below are the scope, functions and the terms of reference of
our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and
Regulation 18(3) of the SEBI (LODR) Regulation, 2015.
Meetings of Audit Committee and Quorum
As required under Regulation 18 of the SEBI (LODR) Regulation, 2015,
the Audit Committee shall meet at least 4 (four) times in a year, and not more than 120
(one hundred twenty) days shall elapse between two meetings. The quorum shall be two
members present, or one-third of the members, whichever is greater, provided that there
should be a minimum of two independent members present.
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
To investigate any activity within its terms of reference;
To seek information from any employee;
To obtain outside legal or other professional advice; and
To secure attendance of outsiders with relevant expertise, if it
considers necessary.
Role of Audit Committee
The role of the Audit Committee shall include the following:
Overseeing the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible;
Recommending to the Board the appointment, re-appointment and
replacement, remuneration and terms of appointment of statutory auditor of the Company;
Reviewing and monitoring the statutory auditor's independence
and performance, and effectiveness of audit process;
Approving payments to statutory auditors for any other services
rendered by the statutory auditors of the Company;
Reviewing, with the management, the annual financial statements
and auditor's report thereon before submission to the Board for approval, with particular
reference to:
(a) Matters required to be included in the Director's Responsibility
Statement to be included in the Board's report in terms of clause (c) of sub-Section 3 of
Section 134 of the Companies Act, 2013, as amended;
(b) Changes, if any, in accounting policies and practices and reasons
for the same;
(c) Major accounting entries involving estimates based on the exercise
of judgment by the management;
(d) Significant adjustments made in the financial statements arising
out of audit findings;
(e) Compliance with SEBI Listing Regulations and other legal
requirements relating to financial statements;
(f) Disclosure of any related party transactions; and
(g) Qualifications / modified opinion(s) in the draft audit report.
Reviewing, with the management, the quarterly, half-yearly and
annual financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses /
application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
Approval or any subsequent modification of transactions of our
Company with related parties and omnibus approval for related party transactions proposed
to be entered into by our Company subject to such conditions as may be prescribed;
Formulating a policy on related party transactions, which shall
include materiality of related party transactions;
Scrutinizing of inter-corporate loans and investments;
Valuing of undertakings or assets of the Company, wherever it is
necessary;
Evaluating of internal financial controls and risk management
systems;
Establishing a vigil mechanism for directors and employees to
report their genuine concerns or grievances;
Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and frequency of internal
audit;
Discussing with internal auditors of any significant findings
and follow up there on;
Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the Board;
Discussing with statutory auditors before the audit commences,
about the nature and scope of audit as well as post- audit discussion to ascertain any
area of concern;
Looking into the reasons for substantial defaults in the payment
to the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors;
Reviewing the functioning of the whistle blower mechanism;
Approving the appointment of the Chief Financial Officer (i.e.,
the whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate; and
Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee and any other terms of reference as may be decided by the
Board and / or specified / provided under the Companies Act, 2013 or SEBI Listing
Regulations or by any other regulatory authority.
Further, the Audit Committee shall mandatorily review the following
information:
(a) Management discussion and analysis of financial condition and
results of operations;
(b) Statement of significant related party transactions (as defined by
the audit committee), submitted by management;
(c) Management letters / letters of internal control weaknesses
issued by the statutory auditors;
(d) Internal audit reports relating to internal control weaknesses; and
(e) The appointment, removal and terms of remuneration of
the chief internal auditor shall be subject to review by the audit committee.
(f) Statement of deviations: (a) quarterly statement of deviation(s)
including report of monitoring agency, if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice in terms of Regulation 32(7).
Stakeholders' Relationship Committee
Our Company has constituted a shareholder / investors grievance
committee "Stakeholders' Relationship Committee" to redress complaints of the
shareholders. The Stakeholders' Relationship Committee was constituted vide resolution
passed at the meeting of the Board of Directors held on July 12, 2023.
The Stakeholders' Relationship Committee comprises:
Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
1 |
Mr. Rahul Jhunjhunwala |
Chairman |
Non-Executive Director |
2 |
Mr. Gopal Krishna Tharad |
Member |
Independent Director |
3 |
Ms. Rupa Lachhiramka |
Member |
Independent Director |
The Company Secretary & Compliance Officer of our Company shall act
as the Secretary to the Stakeholders' Relationship Committee.
The Stakeholders Relationship Committee shall oversee all matters
pertaining to investors of our Company. The scope and function of the Stakeholders'
Relationship Committee and its terms of reference shall include the following:
Tenure
The Stakeholder's Relationship Committee shall continue to be in
function as a committee of the Board until otherwise resolved by the Board, to carry out
the functions of the Stakeholder's Relationship Committee as approved by the Board.
Meetings
The Stakeholder's Relationship Committee shall meet at least 1 (one)
time in a year. The Chairperson of the Stakeholders Relationship Committee shall be
present at the annual general meetings to answer queries of the security holders.
Role of the Stakeholders' Relationship Committee
The Committee shall consider and resolve grievances of security
holders, including but not limited to:
(a) Efficient transfer of shares including review of cases for refusal
of transfer / transmission of shares and debentures;
(b) Redressing of shareholders and investor complaints such as
non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of
duplicate / split / consolidated share certificates;
(c) Monitoring transfers, transmissions, dematerialization,
re-materialization, splitting and consolidation of Equity Shares and other securities
issued by our Company, including review of cases for refusal of transfer / transmission of
shares and debentures;
(d) Allotment and listing of shares in future;
(e) Review of cases for refusal of transfer / transmission of shares
and debentures;
(f) Reference to statutory and regulatory authorities regarding
investor grievances;
(g) Ensure proper and timely attendance and redressal of investor
queries and grievances; and
(h) To do all such acts, things or deeds as may be necessary or
incidental to the exercise of the above powers.
Nomination and Remuneration Committee
Our Company has constituted a "Nomination and Remuneration
Committee" in accordance Section 178 of Companies Act, 2013. The constitution of the
Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors
held on July 12, 2023.
The Nomination and Remuneration Committee comprises the following
Directors:
Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
1 |
Mr. Gopal Krishna Tharad |
Chairman |
Independent Director |
2 |
Mr. Rahul Jhunjhunwala |
Member |
Non-Executive Director |
3 |
Ms. Rupa Lachhiramka |
Member |
Independent Director |
Our Company has constituted a "Nomination and Remuneration
Committee" in accordance Section 178 of Companies Act, 2013. The constitution of the
Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors
held on July 12, 2023.
The Nomination and Remuneration Committee comprises the following
Directors:
Tenure
The Nomination and Remuneration Committee shall continue to be in
function as a committee of the Board until otherwise resolved by the Board.
Meetings
The committee shall meet as and when the need arises for review of
Managerial Remuneration. The quorum for a meeting of the nomination and remuneration
committee shall be either two members or one third of the members of the committee,
whichever is greater, including atleast one independent director in attendance.
Role of the Nomination and Remuneration Committee not limited to but
includes:
The Committee shall consider and resolve grievances of security
holders, including but not limited to:
(a) Formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration of the directors, key managerial personnel and other employees;
(b) Formulating of criteria for evaluation of performance of
independent Directors and the Board;
(c) Devising a policy on Board diversity;
(d) Identifying persons who are qualified to become directors of our
Company and who may be appointed in senior management in accordance with the criteria laid
down, and recommend to the Board their appointment and removal. Our Company shall disclose
the remuneration policy and the evaluation criteria in its Annual Report of our Company;
(e) Determining whether to extend or continue the term of appointment
of the independent director, on the basis of the report of performance evaluation of
independent directors;
(f) Analyzing, monitoring and reviewing various human resource and
compensation matters;
(g) Determining our Company's policy on specific remuneration packages
for executive directors including pension rights and any compensation payment, and
determining remuneration packages of such directors;
(h) Determining compensation levels payable to the senior management
personnel and other staff (as deemed necessary), usually consisting of a fixed and
variable component;
(i) Reviewing and approving compensation strategy from time to time in
the context of the then current Indian market in accordance with applicable laws;
(j) Performing such functions as are required to be performed by the
compensation committee under the SEBI (Share Based Employee Benefits) Regulations, 2014;
(k) Framing suitable policies, procedures and systems to ensure that
there is no violation, by and employee id any applicable laws in India or Overseas,
including:
(i) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; and
(ii) The Securities and Exchange Board of India (Prohibition of
Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations,
2003, by the trust, our Company and its employees, as applicable.
(l) Performing such other activities as may be delegated by the Board
of Directors and / or specified / provided under the Companies Act, 2013 or SEBI Listing
Regulations or by any other regulatory authority.
Remuneration and Nomination Policy
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The details of this Policy are given
in ANNEXURE II to this Report.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee shall formulate and
recommend a CSR policy to the Board, the Company has constituted a Corporate Social
Responsibility Committee pursuant to resolution of the Board of Directors dated July 12,
2023. The Corporate Social Responsibility Committee shall recommend the amount of
expenditure to be incurred on the CSR activities to be undertaken by the company, monitor
the CSR policy of the Company from time to time and establish the transparent controlling
mechanism for the implementation of the CSR projects or programs or activities undertaken
by the company as per the requirements of the Companies Act, 2013, Listing Agreement and
SEBI LODR for Corporate Governance.
The Corporate Social Responsibility Committee comprises the following
members:
Sr. No. |
Name of Director |
Status in Committee |
Nature of Directorship |
1 |
Mr. Gopal Krishna Tharad |
Chairman |
Independent Director |
2 |
Ms. Ekta Tibrewal |
Member |
Executive Director |
3 |
Mr. Manish Mohan Tibrewal |
Member |
Managing Director |
Role of the Corporate Social Responsibility Committee not limited to
but includes:
We further confirm that atleast one Director is an Independent
Director.
Company Secretary & Compliance Officer of our Company shall act as
the secretary to the Corporate Social Responsibility Committee.
Measures
In the aforesaid backdrop, policy on CSR of Interiors & More
Limited is broadly framed taking into account the following measures:
The CSR activities shall be undertaken by Interiors & More Limited,
as stated in this Policy, as projects or programs or activities (either new or ongoing),
excluding activities undertaken in pursuance of its normal course of business.
The CSR activities which are exclusively for the benefit of Interiors
& More Limited employees or their family members shall not be considered as CSR
activity.
Interiors & More Limited shall give preference to the local area or
areas around it where it operates, for spending the amount earmarked for CSR activities.
The Board of Interiors & More Limited may decide to undertake its
CSR activities as recommended by the CSR Committee, through a registered trust or a
registered society or a company established by the company or its holding or subsidiary or
associate company pursuant to Section 135 of the Companies Act, 2013 and rules made
there-under.
The following is the list of CSR projects or programs which Interiors
& More Limited plans to undertake pursuant to Schedule VII of the Companies Act, 2013:
(a) Eradicating hunger, poverty and malnutrition, promoting preventive
health care and sanitation and making available safe drinking water;
(b) Promoting education, including special education and employment
enhancing vocation skills especially among children, women, elderly, and the differently
abled and livelihood enhancement projects;
(c) Promoting gender equality, empowering women, setting up homes and
hostels for women and orphans; setting up old age homes, day care centres and such other
facilities for senior citizens and measures for reducing inequalities faced by socially
and economically backward groups;
(d) Ensuring environmental sustainability, ecological balance,
protection of flora and fauna, animal welfare, agroforestry, conservation of natural
resources and maintaining quality of soil, air and water;
(e) Protection of national heritage, art and culture including
restoration of buildings and sites of historical importance and works of art; setting up
public libraries; promotion and development of traditional arts and handicrafts:
(f) Measures for the benefit of armed forces veterans, war widows and
their dependents;
(g) Training to promote rural sports, nationally recognized sports,
paralympic sports and Olympic sports;
(h) Contribution to the Prime Minister's National Relief Fund or any
other fund set up by the Central Government for socio-economic development and relief and
welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities
and women;
(i) Contributions or funds provided to technology incubators located
within academic institutions which are approved by the Central Government.
(j) Rural development projects;
Any other measures with the approval of Board of Directors on the
recommendation of CSR Committee subject to the provisions of Section 135 of Companies Act,
2013 and rules made thereunder.
Organizational mechanism and responsibilities
Constitution of Corporate Social Responsibility Committee
The Board of Directors of the Company shall constitute a Corporate
Social Responsibility Committee of the Board ("CSR Committee") consisting of
three or more directors, out of which at least one director shall be an independent
director.
The CSR Committee shall -
(a) Formulate and recommend to the Board, a CSR policy and activities
to be undertaken by the company as per Schedule VII;
(b) Recommend the amount of expenditure to be incurred on the
activities; and
(c) Monitor the Policy of the company from time to time.
The Board of the company shall after taking into account the
recommendations made by the CSR Committee, approve the policy for the company and disclose
contents of such Policy in its report and also place it on the company's website and
ensure that the activities as are included in the CSR Policy of the company are undertaken
by the company.
Interiors & More Limited provide the vision under the leadership of
its Managing Director, Mr. Manish Mohan Tibrewal.
At the Company, the Managing Director takes on the role of the mentor,
while the onus for the successful and time bound implementation of the CSR activities /
projects is on the HR Head and CSR teams.
To measure the impact of the work done, a social satisfaction survey /
audit is carried out by an external agency.
Activities, setting measurable targets with timeframes and performance
management:
Prior to the commencement of CSR activities / projects, we carry out a
baseline study of the nearby area / villages of the Company's Site Locations.
The study encompasses various parameters such as - health indicators,
literacy levels, sustainable livelihood processes, and population data - below the poverty
line and above the poverty line, state of infrastructure, among others.
From the data generated, a 1-year plan and a 5-year rolling plan are
developed for the holistic and integrated development of the affected people.
All activities / projects of CSR are assessed under the agreed
strategy, and are monitored every quarter / year, measured against targets and budgets.
Wherever necessary, midcourse corrections are made.
Budgets
A specific budget is allocated for CSR activities and spending on CSR
activities shall not be less than 2% of the average net profits of the Company made during
the three immediately preceding financial years, in pursuance of this policy.
In case Company fails to spend such amount, the Board shall specify the
reasons for not spending the amount.
Approving authority for the CSR amount to be spent would be any one
Director or the Managing Director / Chief Financial Officer of the Company after due
recommendation of CSR Committee and approval of the Board of Directors of the Company.
The CSR Policy mandates that the surplus arising out of the CSR
projects or programs or activities shall not form part of the business profit of a
company.
The CSR projects or programs or activities undertaken in India only
shall amount to CSR expenditure.
CSR expenditure shall include all expenditure including contribution to
corpus, for projects or programs relating to CSR activities approved by the Board on the
recommendation of the CSR Committee, but does not include any expenditure on any item not
in conformity or not in line with activities which fall within the purview of Schedule VII
of the Companies Act 2013.
Tax treatment of CSR spent will be in accordance with the Income Tax
Act as may be notified by CBDT.
Internal Complaints Committee
An "Internal Complaints Committee" is constituted for our
Company by the Board to look into the matters concerning sexual harassment pursuant to
resolution of the Board of Directors dated July 12, 2023. The Internal Complaints consists
of the following members.
Sr. No. |
Name |
Status in Committee |
Gender |
1 |
Mahendra Lalpuria |
Presiding officer (Employee) |
Male |
2 |
Mayuri Nandiwadekar |
Member (Employee) |
Female |
3 |
Krupa Bharat Thakkar |
Member (Member of NGO) |
Female |
A complainant can approach any member of the committee with her written
complaint.
Tenure
The President and other members of the committee shall hold office for
such period, not exceeding 3 (three) years, from the date of their nomination as may be
specified by the employer.
Scope
This policy is applicable to employees, workers, volunteers,
probationer and trainees including those on deputation, part time, contract, working as
consultants or otherwise (whether in the office premises or outside while on assignment).
This policy shall be considered to be a part of the employment contract or terms of
engagement of the persons in the above categories.
Where the alleged incident occurs to our employee by a third party
while on a duty outside our premises, the Company shall perform all reasonable and
necessary steps to support our employee.
What Constitutes Sexual Harassment?
Sexual Harassment means such unwelcome sexually determined behaviour
(directly or through implication), like physical contact and advances by the employee(s)
including:
(a) A demand or request for sexual favours, sexually coloured remarks,
showing pornography, any other unwelcome physical conduct of sexual nature, lurid stares,
physical contact or molestation, stalking, sounds, display of pictures, signs;
(b) Eve teasing, innuendos and taunts, physical confinement against
one's will;
(c) A demand or request for sexual favours, whether verbally
or non-verbally, where the submission to such conduct is made either explicitly or
implicitly a term or condition of an individual's employment or promotion / evaluation of
work thereby denying an individual equal opportunity at employment;
(d) An act or conduct by a person in authority which makes the
environment at workplace hostile or intimidating to a person or unreasonably interferes
with the individual's privacy and productivity at work;
(e) Verbal harassment of a sexual nature, such as lewd comments, sexual
jokes or references, and offensive personal references; demeaning, insulting,
intimidating, or sexually suggestive comments (oral or written) about an individual's
personal appearance or electronically transmitted messages (Jokes, remarks, letters, phone
calls);
(f) Any other behaviour which an individual perceives as having sexual
overtones.
Redressal Mechanism:
Once the complaint is received by the Committee:
(a) The person who is accused by the complainant will be informed that
a complaint has been filed against him (he will be made aware of the details of the
allegation and also the name of the complainant as it would be necessary for proper
inquiry) and no unfair acts of retaliation or unethical action will be tolerated.
(b) The complainant has the opportunity to ask for conciliation
proceedings by having communication with the accused in the presence of the Committee.
Please note that in such conciliation the complainant cannot demand monetary compensation.
(c) The Committee shall provide the copies of the settlement as
recorded during conciliation to the aggrieved employee and the respondent.
(d) If the matter has been settled by conciliation but the respondent
is not complying with the terms and conditions, the aggrieved party can approach the
Committee for Redressal.
(e) The Committee will question both the complainant and the alleged
accused separately. If required, the person who has been named as a witness will need to
provide the necessary information to assist in resolving the matter satisfactorily.
(f) The Committee shall call upon all witnesses mentioned by both the
parties.
(g) The Committee can ask for specific documents from a person if
it feels that they are important for the purpose of investigation.
(h) The complainant has the option to seek transfer or leave so that
the inquiry process can continue smoothly and to prevent recurrence of similar situations
or discomfort to the complainant. The leave can extend for a maximum period of 3 months.
Leave granted under this provision will be paid leave and will not be counted in the
number of leaves that the complainant is statutorily entitled to. The complainant may be
required to work from home, if it is practicable, keeping in mind the nature of work of
the complainant, health and mental condition. However, the complainant is under a good
faith obligation and shall not abuse the process to request unjustifiably long periods of
leave, keeping in mind the economic effects of the leave to the organization. The
Committee shall have the discretion to grant leave of an appropriate duration, depending
on the facts and circumstances of the case, or grant an alternate measure such as
transferring the employee or the accused, as it deems fit.
Where leave is granted to the complainant, the Committee shall make
best attempts to ensure speedy completion of the inquiry process and to minimize adverse
economic consequences to the Company arising out of the absence of the complainant from
the workplace.
(i) The complainant and the accused shall be informed of the outcome of
the investigation. The investigation shall be completed within 3 months of the receipt of
the complaint. If the investigation reveals that the complainant has been sexually
harassed as claimed, the accused will be subjected to disciplinary action accordingly.
(a) The report of the investigation shall be supplied to the employer
(or the District Officer), the accused and the complainant within 10 days of completion of
the investigation.
(b) The employer or the District Officer will act on the
recommendations of the Committee within 60 days of the receipt of the report.
(ii) The contents of the complaint made, the identity and addresses of
the aggrieved employee, respondent and witnesses, any information relating to conciliation
and inquiry proceedings, recommendations of the Internal Committee and the action taken
by the employer shall not be published, communicated or made known to
the public, press and media in any manner
Any party aggrieved by the report can prefer an appeal in the
appropriate Court or Tribunal in accordance with the service rules within 90 days of the
recommendation been given to the employer / District Officer.
Disciplinary Action:
Where any misconduct is found by the Committee, appropriate
disciplinary action shall be taken against the accused. Disciplinary action may include
transfer, with holding promotion, suspension or even dismissal. This action shall be in
addition to any legal recourse sought by the complainant.
If it is found out through evidence by the Committee that the
complainant has maliciously given false complaint against the accused, disciplinary action
shall be taken against the complainant as well.
Regardless of the outcome of the complaint made in good faith, the
employee lodging the complaint and any person providing information or any witness, will
be protected from any form of retaliation. While dealing with complaints of sexual
harassment, the Committee shall ensure that the complainant or the witness are not
victimized or discriminated against by the accused. Any unwarranted pressures, retaliatory
or any other type of unethical behaviour by the accused against the complainant while the
investigation is in progress should be reported by the complainant to the Complaints
Committee as soon as possible. Disciplinary action will be taken by the Committee against
any such complaints which are found genuine.
This policy shall be disseminated to each employee of the Company as
well as new recruits who will have to acknowledge that they have read and understood the
policy and that they shall abide by the policy.
Disclosures Under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act 2013
The following is a summary of sexual harassment complaints received and
disposed off during the year:
No. of Complaints received |
Nil |
No. of Complaints disposed off |
Nil |
27. GENERAL BODY MEETINGS
Location and time, where last three AGMs were held
Following table details the particulars of the last Three Annual
General Meetings of the Company
Financial Year |
Date & Time |
Venue |
2020-21 |
30/11/2021 |
Registered Office |
2021-22 |
30/09/2022 |
Registered Office |
2022-23 |
08/08/2023 |
Registered Office |
Location and time, where last three EGMs were held
Following table details the particulars of the last Extra Ordinary
General Meetings of the Company
Financial Year |
Date & Time |
Venue |
2022-23 |
09/01/2023 |
Registered Office |
2023-24 |
16/06/2023 |
Registered Office |
2023-24 |
10/08/2023 |
Registered Office |
28. MEETING OF INDEPENDENT DIRECTORS
During the year under review as the applicability of Section 149(6) Of
Companies Act, 2013 was not mandatory Independent Director Meeting was not held.
The provisions of Section 149 (4) have been mandatory and compliance of
the provision of Section 149(6) Of Companies Act, 2013 read with Companies (Appointment
and Qualification of Directors) Rules, 2014 ("Rules") and SEBI LODR, Regulations
2015 [Regulation 16 (1)(b) and Regulation 25 (2A)] will be applicable to our Company
immediately upon the listing of its Equity Shares on the Emerge Platform of National Stock
Exchange of India Limited ("NSE Emerge"). We shall comply with the requirements
of the Companies Act, 2013 SEBI LODR Regulations on listing of Equity Shares on stock
exchanges.
Further, Board of Directors have formulated and adopted the code of
conduct to promote confidence of the investment community, particularly minority
shareholders, regulators and companies in the institution of independent directors, as per
the Schedule IV under the Act, which prescribes a code for the professional conduct to be
adhered to by the ID.
29. POSTAL BALLOT
No Postal ballot was conducted by the company during the year 2023-24.
30. CODE OF CONDUCT
In terms of SEBI Listing Regulations 2015, the Company has
adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of
the Company. The same has been posted on the Company's website. The Declaration by the
Chairman of the Company forms part of this Report.
Code of Business Conduct & Ethics for Directors/Management
Personnel
The company is committed in conducting its business in conformity with
ethical standards and applicable laws and regulations. The code of conduct for the
directors and senior management of the company has been laid down by the board and the
same is posted on the website of the company declaration by the CEO/managing director
under clause 49 of the listing agreement regarding adherence to the code of conduct
31. GENERAL SHAREHOLDER INFORMATION
Forth Coming Annual General Meeting
The forth coming Annual General Meeting of the Company is scheduled to
be held on at 2.00. P.M 21st September, 2024 through video conferencing and the Registered
Office: - Office No.7, Ground FLoor, Kumtha Street, Off. Shahid Bhagat Singh Road, Ballard
Estate, Fort, Mumbai G.P.O., Mumbai- 400001, Maharashtra, India,
Financial Year of the Company
1st April 2023 to 31st March 2024.
Date of Book Closure
From 15th September, 2024 to 21st September, 2024 (Both days inclusive)
and record date on 14th September, 2024
Listing on Stock Exchange
The National Stock Exchange of India Limited (Emerge platform), Mumbai Stock
Code and Symbol
INM at The National Stock Exchange of India Limited (Emerge platform),
Mumbai
Market Price Data: High Low during each month in Financial Yea i.e. 1st
April 2023 to 31st March, 2024.
Month |
Open Price |
High Price |
Low Price |
Close Price |
April 2023 |
- |
- |
- |
- |
May 2023 |
- |
- |
- |
- |
June 2023 |
- |
- |
- |
- |
July 2023 |
- |
- |
- |
- |
August 2023 |
- |
- |
- |
- |
September 2023 |
- |
- |
- |
- |
October 2023 |
- |
- |
- |
- |
November 2023 |
- |
- |
- |
- |
December 2023 |
- |
- |
- |
- |
January 2024 |
- |
- |
- |
- |
February 2024 |
- |
- |
- |
- |
March 2024 |
248 |
272 |
248 |
266.3 |
Registrar and Share Transfer agents Bigshare Services Private Limited
Address:-1ST Floor, Bharat Tin Works Building, pp. Vasant Oasis,
Makwana Road, Marol, Andheri (e), Mumbai-400059.
Distribution Schedule and Shareholding Pattern as on March 31, 2024 1.1
Distribution Schedule as on March 31, 2024
Sr.No. |
Category |
No. of
Shareholders |
% of
Shareholders |
Amount |
%Amount |
1 |
1 - 5000 |
- |
- |
- |
- |
2 |
5001 - 10000 |
342 |
67.7228 |
2052000 |
2.9334 |
3 |
10001 - 20000 |
72 |
14.2574 |
996000 |
1.4238 |
4 |
20001 - 30000 |
19 |
3.7624 |
504000 |
0.7205 |
5 |
30001 - 40000 |
13 |
2.5743 |
468000 |
0.669 |
6 |
40001 - 50000 |
3 |
0.5941 |
126000 |
0.1801 |
7 |
50001 - 100000 |
16 |
3.1683 |
1152000 |
1.6468 |
8 |
100001 and above |
40 |
7.9208 |
64656000 |
92.4265 |
Total |
|
505 |
100 |
69954000 |
100 |
1.2 Shareholding Pattern as on March 31, 2024
Sr. No. |
Category of Shareholder |
No. of Shareholders |
Number of Shares |
% of Equity |
1 |
Promoters & director
relative |
9 |
4892700 |
69.9417 |
2 |
Mutual Funds/ UTI |
- |
- |
- |
3 |
Bank /Financial Institution/
Insurance Company |
- |
- |
- |
4 |
FIIs/GDR/FPI |
6 |
600000 |
8.58 |
5 |
Private Bodies Corporate |
24 |
462600 |
6.61 |
6 |
Indian Public |
460 |
1000500 |
14.3 |
7 |
NRIs/OCBs |
3 |
9600 |
0.14 |
8 |
Others (Clearing Agent) |
2 |
1800 |
0.03 |
9 |
Others (Trust) |
1 |
28200 |
0.4 |
Total |
|
|
|
100 |
Branch Offices:
27A, Laxmi Industrial Estate, New Link Road, Andheri West, Mumbai,
Mumbai Suburban, Maharashtra, 400053 - India
Retail and Wholesale Showroom
Ground Floor, 874, Block A, Jagdish Chander Dhiman Marg, Shastri Nagar,
New Delhi, 110052 - India Warehouse:
First Floor, Building No. b/6, RCC Godown No. 107-112, Bhagwan Seth
Estate, Dapode Road, Gundawali Village, Bhiwandi, Thane, Maharashtra, 421302 - India
Factory and Storage Unit:
Unit 1 - Plot No. 301/1, II Phase, Umbergaon Industrial Estate,
GIDC, Umbergaon, Valsad, Gujarat, 396171 - India
Unit 2 - Shed No. C1B/718, GIDC, Umbergam, Valsad, Gujarat, 396171
- India.
Means of Communication
(a) Quarterly/ Half-yearly/ Yearly report were updated on company
website for shareholders.
(b) The Listing Centre of NSE Emerge SME listed is a web-based
application designed by the NSE for corporate. All periodical compliance filings like
shareholding pattern, corporate governance report, etc are also filed electronically on
the Listing Centre.
(c) The investors complaints are processed in a centralized web-based
complaints redress system. The salient features of this system is Centralized database of
all companies, online upload of Action Taken Reports (ATRs) by the concerned companies and
online viewing by investors of actions taken on the compliant and its current status.
Address for correspondence
For any Query relating to the Shares of the Company M/S. BIGSHARE
SERVICES PRIVATE LIMITED
Address: 1ST Floor, Bharat Tin Works Building, Opp. Vasant Oasis,
Makwana Road, Marol, Andheri (e), Mumbai-400059.
Secretarial Department INTERIORS & MORE LIMITED
Address: 07, Kumtha St, Ballard Estate Fort, Mumbai 400001 Email: cs@inm.net.in
32. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS,
CONVERSION DATE AND LIKELY IMPACT ON EQUITY
Not issued
33. POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF
INSIDER TRADING
The provisions of Regulation 9(l) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 ("SEBI PIT Regulations") will be applicable to our
Company immediately upon the listing of its Equity Shares on the Emerge Platform of
National Stock Exchange of India Limited ("NSE Emerge"). We shall comply with
the requirements of the SEBI (PIT) Regulations on listing of Equity Shares on stock
exchanges. Further, Board of Directors have formulated and adopted the code of conduct to
regulate, monitor and report trading by its employees and other connected persons for
prevention of Insider Trading.
The Company Secretary & Compliance Officer will be responsible for
setting forth policies, procedures, monitoring and adherence to the rules for the
preservation of price sensitive information and the implementation of the Code of Conduct
under the overall supervision of the board.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There are no material changes during the year which had
Adverse/favourable impact on the financial position of the company
35. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under the Listing Regulation, Management Discussion and
Analysis Report is presented in the separate section and forms an integral part of the
Directors' Report.
The Board has been continuing its efforts and taken the required steps
in the following areas:
1. Industry Structure and Development
2. Growth Strategy.
3. Segment-Wise Performance
4. Internal Control Systems and their adequacy
5. Strengths, Weaknesses, Opportunities and Threats
6. Financial Performance with respect to Operational Performance
7. Strict Compliances
8. Talent Management, Leadership Development, and Talent Retention.
9. Learning and Development
37. CREDIT & GUARANTEE FACILITIES
The Company has been availing secured loans, overdraft facilities and
bank guarantee facilities from HDFC bank, from time to time for the business requirements.
38. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The details of Loans given, Investments made and guarantees given and
securities provided under the Section 186 of the Companies Act, 2013 have been provided in
the notes to the Financial Statements.
39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)
of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to
the disclosures of transactions with the related parties is set out in Notes to Accounts
forming part of the financial statement.
Disclosures regarding materially significant related party transactions
No transaction of material nature has been entered into by the Company
with its Promoters or Directors or management or relatives etc. that may have potential
conflict with the interest of the Company.
All transactions with the Related Parties were in the ordinary course
of business and at an arm's length.
Disclosure
There are no material transactions with related parties, which require
separate disclosure. A comprehensive list of related party transactions as required by
Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India,
forms part of note no. 1.20 and other explanatory notes and information to the accounts in
the Annual Report.
There is no material pecuniary transaction with any Non-Executive as
well as Independent Directors of the Company that requires a separate disclosure.
There were no materially significant related party transactions i.e.
transactions of the Company of material nature, with its Promoters, Directors or the
Management or relatives etc. that may have potential conflict with the interest of the
Company at large.
40. ENVIRONMENTAL LEGISLATIONS
The Company core activity is trading artificial flowers, importing them
including decorative items such as vases, plants, planters, wedding props, lights,
furniture, fabric, chandeliers, candles, fragrance, and other related decor items and
selling them domestically. As on today, we are a manufacturer and trader of quality
artificial flowers, plants, and other home and office decor items. We have an in-house
manufacturing plant where we make our items. Our company sources raw materials from both
domestic and foreign markets.
As our most of the raw material is plastic, provision of The Plastic
Waste Management Rules, 2016, The Municipal Solid Wastes (Management and Handling) Rules,
The Hazardous and other Wastes (Management & Transboundary Movement) Rules, 2016, is
applicable to the company. The Company is making every effort to conserve the usage of
plastic and for gainful utilization of waste and also address the waste disposal issue.
41. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub Section (3) (m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014.
A. Conservation of Energy:
Artificial flowers are hybrid objects that are artificial and at the
same time extrinsically intertwined with nature. In this sense, the lineage of artificial
flowers within intellectual property is closer to synthetic biology than it is to biology;
to a subject matter inspired by nature but which takes up engineering standards and
techniques to build nature from scratch.
The company has taken steps to achieve and maintain optimum energy
procurement and utilization throughout the organization, to minimize energy costs/ waste
without effecting the production and quality, to minimize the environmental effect. Using
more energy efficient products designed to consume less energy than their standard
counterparts implementing sustainability and sustainable development and also saving
electricity.
B. Technology Absorption (R&D, Adaptation and Innovation):
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation:
i. Continuous research to upgrade existing products and to develop new
products and services.
ii. To enhance its capability and customer service the Company
continues to carry out R & D activities in house.
2. Benefits derived as a result of the above efforts:
i. Introduction of new and qualitative products.
ii. Upgrade of existing products.
3. Future plan of action:
Interiors & More Limited will continue to invest in and adopt
the best processes and methodologies suited to its line of business and long-term
strategy. Training employees in the latest appropriate technologies will remain a focus
area. The Company will continue to leverage new technologies and also on the expertise
available
C. Foreign Exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual Outflows.
Particulars |
2023-24 |
2022-23 |
% Amount |
Foreign Exchange Earnings |
- |
- |
- |
Foreign Exchange Outgo |
7,48,96,000/- |
7,94,26,000/- |
2.9334 |
Foreign Exchange Gain |
2,32,000/- |
(18,07,000) |
1.4238 |
42. RISKS MANAGEMENT AND AREA OF CONCERN
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non- business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework.
Although, market conditions are likely to remain competitive, future
success will depend upon offering improved products through technology innovation and
productivity. The Company continues to invest in these areas.
The Company has the risk management and internal control framework in
place commensurate with the size of the Company. However Company is trying to strengthen
the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report.
43. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE
COMPANIES ACT 2013
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding as on the date of
the balance sheet.
44. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE
EQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT 2013
During the year under review your Company has not accepted any Deposits
within the ambit of Section 73 Chapter V of Companies Act, 2013 read with The Companies
(Acceptance of Deposits) Rules, 2014.
45. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
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.
46. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a proper and adequate system of internal controls,
commensurate with the size scale and complexity of its operations. This ensures that all
transactions are authorized, recorded and reported correctly, and assets are safeguarded
and protected against loss from unauthorized use or disposition. In addition, there are
operational controls and fraud risk controls, covering the entire spectrum of internal
financial controls.
To maintain its objectivity and independence the Internal Audit
function reports to the Chairman of the audit committee of the Board and to the Chairman
and Managing Director.
The internal Audit department monitors and evaluate the efficiency and
adequacy of the internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit functions, process owner undertakes corrective actions in their
respective areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the audit committee
of the Board.
Adequacy of internal financial controls with reference to the financial
statements
The Company has internal Auditors and the Audit Committee constituted
are in place to take care of the same. During the year, the Company continued to implement
their suggestions and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal
control strengths in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of Audit Committee on
an ongoing basis to improve efficiency in operations.
47. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21, the Consolidated
Financial Statements are furnished herewith and form part of this Report and Accounts. The
same is separately attached with Audit Report.
48. AUDITORS & REPORT OF THE AUDITORS
The company has received Intimation from M/s. Jay Gupta and
Associates. (Firm Registration No. 329001E), Chartered Accountants, existing auditor
of the Company who was appointed as the Statutory Auditors of the Company on 15/03/2020 to
fill the casual vacancy caused by the resignation of M/s. Shailesh Pandey & Co.,
Chartered Accountant, subject to approval of members who shall hold the office till the
conclusion of the ensuing AGM of the Company.
Further audit committee has recommended reappointment of M/s. Jay
Gupta and Associates. (Firm Registration No. 329001E), Chartered Accountant for a
period of 5 years, from the conclusion of the ensuing Annual General Meeting of the
Company till the conclusion of the Annual General Meeting to be held in financial year
2025 from whom certificate pursuant to section 139 of the Companies Act has been received.
There are no qualifications, reservations or adverse remarks or
disclaimers made by Jay Gupta and Associates. (Firm Registration No. 329001E),
Statutory Auditors, in their Report on the accounts of the Company for the year under
reference. The observations made by them in their Report are self-explanatory and do not
call for any further clarifications from the Board.
49. SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed M/s. CS Satyajit
Mishra, Practicing Company Secretary, to conduct the Secretarial Audit and his Report on
Company's Secretarial Audit Report is appended to this Report as ANNEXURE V. There are no
qualifications, reservations or adversere marks or disclaimers made by M/s. CS Satyajit
Mishra, Practicing Company Secretaries, in there.
Secretarial audit report except what have been specifically mentioned
as below in the Report which is self- explanatory. There are no qualifications,
reservations or adverse remarks or disclaimers made by Secretarial Auditors:
1. The Company has filed Form MGT-14 for approval of the alteration in
remuneration and term of remuneration of Mr. Manish Tibrewal as Managing Director of the
Company with additional fees of Rs. 1,200/-.
2. The Company has filed Form DPT-3 for the Financial Year ended 31st
March, 2023 with additional fees of Rs. 2,400/-.
3. The Company has filed Form DIR-12 for appointment of Mr. Gopal
Tharad and Ms. Rupa Lacchiramka as Independent Directors with additional fees of Rs.
1,200/-.
4. The Company has filed Form PAS-3 for allotment of shares by way of
Bonus Issue with additional fees of Rs. 1,200/-.
5. The Company has not filed Form MGT-14 relating to special resolution
for appointment of Mrs. Rupa Lachhiramka as an Independent Director of the Company.
The management comments and notes on the Observations of Secretarial
Auditorsare as follows:
The Management will look into the matter and take steps to file all the
relevant forms with the Registrar of the company on time, to avoid additional fees
leviable.
50. COST AUDITORS
The Board of Directors of the Company here confirmed that according to
the Companies working and business the company does not require to appoint the Cost
Auditor as per the Section 148 of the Companies Act, 2013.
51. INTERNAL AUDITORS
The Company has appointed M/s. Pankaj Goyal, Chartered Accountant
(Registration No.111994) as an Internal Auditor of the Company for the Financial Year
2024-2025. There are no qualifications, reservations or adverse remarks or disclaimers
made by M/s. Pankaj Goyal, in their report.
Internal audit report except what have been specifically mentioned the
Report is self- explanatory. There are following qualifications, reservations or adverse
remarks or disclaimers made by Internal Auditors:
"The Company has started internal audits from the financial year
2023-2024 only. Board of directors appointed first internal auditors in their meeting was
held on 21st February, 2024. Therefore, previous internal audit reports and pending
compliance are not applicable."
There were no serious observations found during the audit period from
1st April 2023 to 31st March 2024.
The management comments and notes on the Observations of Internal
Auditors are as follows: NA
52. POLICY/ VIGIL MECHANISM/ CODE OF CONDUCT
The Company has a Whistle Blower Policy in line with the provisions of
the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for
directors and employees to report their genuine concerns actual or suspected fraud or
violation of the Company's code of conduct. The said mechanism also provides for adequate
safeguards against victimisation of the persons who use such mechanism and makes provision
for direct access to the chairperson of the Audit Committee. We confirm that during the
financial year 2023-24, no employee of the Company was denied access to the Audit
Committee. The said Whistle Blower Policy is available on the website of the Company at www.inm.net.in
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day-to-day
business operations of the company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website www.inm.net.in
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 through examples on
the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given appropriate training
in this regard.
53. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
The relationship with the staff and workers continued to be cordial
during the entire year. The Directors wish to place on record their appreciation of the
valuable work done and cooperation extended by them at all levels. Further, the Company is
taking necessary steps to recruit the required personnel from time to time.
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules and the disclosures as specified under Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2023- 2024, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2023-2024 and the comparison of remuneration of each Key Managerial Personnel (KMP)
against the performance of the Company are as stated under ANNEXURE pursuant to Section
197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules.
54. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Our Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there are no funds which are required to be transferred
to Investor Education and Protection Fund (IEPF).
55. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
56. CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification
as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR)
Regulation, 2015 have been appended to this report.
57. SECRETARIAL STANDARDS
The Company complies with the Secretarial Standards, issued by the
Institute of Company Secretaries of India, which are mandatorily applicable to the
Company. The same has also been confirmed by Secretarial Auditors of the Company in the
Secretarial audit Report.
58. ACKNOWLEDGEMENT
Our Directors wish to place on record their appreciation and sincere
thanks to the State Governments, Government agencies, Banks & Financial Institutions,
customers, shareholders, vendors and other related organizations, who through their
continued support and cooperation have helped, as partners in your Company's progress. Our
Directors, also acknowledge the hard work, dedication and Commitment of the employees.
For and on behalf of the Board of Directors |
|
INTERIORS & MORE LIMITED |
|
sd/- |
sd/- |
Manish Mohanlal Tibrewal |
RAHUL JHUNJHUNWALA |
Managing Director |
Director |
DIN: 05164854 |
DIN: 00527214 |
Date: 23/08/2024 |
|
Place: Mumbai |
|