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Dear Members,
Mittal Life Style Limited
Your Directors are pleased to present their 18th Annual
Report and Audited Accounts of the Company for the financial year ended March 31, 2023.
FINANCIAL RESULTS:
(Rs. in Lakh)
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Income from operations |
6,357.00 |
5,181.69 |
| Other Income |
25.97 |
0.53 |
| Total Revenue |
6,382.97 |
5,182.22 |
| Depreciation & amortization |
8.89 |
5.99 |
| Expenses other than Depreciation |
6,305.52 |
5,151.49 |
| Total Expenses |
6,314.41 |
5,157.48 |
| Net Profit/(Loss) Before Tax |
68.56 |
24.75 |
| Current Tax |
(17.25) |
(6.23) |
| Deferred Tax (Incl. Short/Excess Provision
for Tax) |
(1.27) |
(0.59) |
| Prior period Tax adjustment |
- |
- |
| Profit/(Loss) After Tax |
52.57 |
17.93 |
REVIEW OF OPERATIONS AND PERFORMANCE:
The total income during the year under review increased by 23.17 % from
Rs. 5182.22 Lakhs in the previous year to Rs. 6382.97 Lakhs. The Profit before Tax (PBT)
was Rs. 68.56 Lakhs as against Rs. 24.75 Lakhs in the previous year. The Profit after Tax
(PAT) was Rs. 52.57 Lakhs against Rs.17.93 Lakhs in the previous year.
TRANSFER TO RESERVES:
Your Directors have approved a transfer of Rs. 30.91 Lakhs to the
general reserves for the year ended on March 31, 2023, as against an amount of Rs. 17.93
Lakhs transferred in the previous year.
DIVIDEND:
Your Directors didn't recommend any dividend on Equity Shares for the
Financial Year 2022-23. DECLARATION FROM INDEPENDENT DIRECTOR:
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of the Companies Act, 2013 (hereinafter referred to as "the Act")
read with the Schedules and Rules issued thereunder, as well as clause (b) of
sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "the Listing
Regulations"), including any statutory modification(s) or re-enactment(s) thereof for
the time being in force. In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
The Company did not have any subsidiary or joint venture or associate
company during the financial year. CORPORATE GOVERNANCE:
Pursuant to Regulation 34 of the Listing Regulations, Report on
Corporate Governance along with the certificate from a Practicing Company Secretary
certifying compliance with conditions of Corporate Governance, forms part of this Annual
Report.
DEPOSITS:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during
the financial year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS/ OUTGO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Act, are provided in Annexure A to this Report.
PARTICULARS OF CONTRACTS AND 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
arm's length basis. There are no materially significant related party transactions that
may have potential conflict with interest of the Company at large. There were no
transactions with related parties pursuant to section 134(3)(h) of the Act read with rule
8(2) of the Companies (Accounts) Rules, 2014, details are however given in Annexure-B in
Form AOC-2 and the same forms part of this report.
SECERTARIAL STANDARDS:
The Company has followed the applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings'
respectively.
DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Board consists of Mr. Brijeshkumar J. Mittal (DIN: 02161984),
Chairman and Managing Director, Mrs. Sudha Mittal (DIN: 01353814), Non-Executive Director,
Mr. Pratik Mittal (DIN: 05188126), Chief Financial Officer and Executive Director, Mr.
Prasun Modi (DIN: 07336581), Independent Director, Mr. Praful Shah (DIN: 07927339),
Independent Director and Mr. Vishnu Sharma (DIN: 08735262), Independent Director.
Mr. Brijeshkumar J. Mittal was re-appointed as the Managing Director of
the Company for a term of 5 years from October 02, 2022 till October 01, 2027 in the AGM
held on August 27, 2022. Mr. Prasun Modi & Mr. Praful Shah were re-appointed as the
Independent Directors for another term of 5 years from September 03, 2022 till September
02, 2027 in the previous AGM. Mrs. Jalpa Mehta, the Company Secretary and Compliance
Officer of the Company ceased to be associated with the Company for better prospects with
effect from August 06, 2022. Mr. Ankitsingh Rajpoot was appointed as the Company Secretary
and Compliance Officer of the Company with effect from August 09, 2022. Mr. Pratik Mittal
(DIN: 05188126), who was liable to retire by rotation in the previous AGM was reappointed
during the financial year.
Apart from these, no Directors or key managerial personnel were
appointed or have resigned during the financial year.
Mr. Brijeshkumar J. Mittal (DIN: 02161984), Managing Director who is
liable to retire by rotation in the ensuing AGM, offers himself to be re-appointed. The
Board recommends his re-appointment in the ensuing AGM.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Act read
with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is herewith annexed as Annexure-D.
Further the Company has no employee, who is in receipt of remuneration
of Rs. 8,50,000/- per month or Rs. 1,02,00,000/-per annum during the financial year.
MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY:
There are no material changes or events or commitments affecting the
financial position of the Company, which have occurred after March 31, 2023 till the date
of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No significant and material orders were passed by the regulators or
courts or tribunals impacting the going concern status and your Company's operations in
future. There was no application made or proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the financial year.
CHANGES IN SHARE CAPITAL:
The Company's Authorized Share Capital consists of 3,00,00,000 Equity
Shares of Rs. 10/- each amounting to Rs. 30,00,00,000/- as on March 31, 2023.
The Company has issued/subscribed/paid up Share Capital consisting of
2,95,93,385 Equity Shares of Rs. 10/- each amounting to Rs. 29,59,33,850/-.
CHANGES OCCURRED DURING THE YEAR:
1. INCREASE IN THE AUTHORIZED CAPITAL:
During the year, the company has increased its Authorized Capital from
existing Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One
Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 30,00,00,000/-
(Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crore) Equity Shares of Rs.
10/- (Rupees Ten Only) each vide Ordinary Resolution passed at the Extraordinary General
Meeting of the members of the Company held on Friday, 30th December, 2022
pursuant to Section 61 read with the Section 64 of the Act.
2. RIGHTS ISSUE:
The Company has issued 1,46,58,937 Equity Shares of Rs. 10/- each by
way of Rights Issue during the year.
ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act, read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return in
Form MGT-7 as on March 31, 2023 is available on the website of the Company and can be
accessed at: www.mittallifestyle.in.
AUDITORS:
STATUTORY AUDITORS:
As the two terms have been completed by the retiring Statutory Auditors
M/s. Jain Jagawat Kamdar & Co., Chartered Accountants (Firm Registration No. 122530W),
based on the recommendation of the Audit Committee, the Board of Directors at their
meeting held on August 30, 2023, proposed the appointment of M/s. Akhilesh Pandey &
Co., Chartered Accountants (Firm Registration No. 126433W) as the Statutory Auditors of
the Company for a first term of 5 (five) consecutive years i.e., from the conclusion of 18th
Annual General Meeting till the conclusion of 23rd Annual General Meeting of
the Company to be held in year 2028, subject to approval of the members of the Company.
The Company has received consent letter and eligibility certificate
from M/s. Akhilesh Pandey & Co., Chartered Accountants (Firm Registration No.
126433W), to act as the Statutory Auditors of the Company along with a confirmation that,
their appointment, if made, would be within the limits prescribed under the Companies Act,
2013.
AUDITORS' REPORT:
The Auditors' Report for financial year 2022-2023 does not contain any
qualification, reservation, or adverse remark. The statutory auditors of the Company have
not reported any fraud to the Audit Committee of the Company as specified under section
143(12) of the Act, during the financial year.
The Auditors' Report is enclosed with the financial statements in this
Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls are an integral part of the risk management
framework and process that address financial and financial reporting risks. The key
internal financial controls have been documented, automated wherever possible and embedded
in the business process. The Company has in place adequate internal financial controls
with reference to financial statements.
Assurance on the effectiveness of internal financial controls is
obtained through management reviews and self-assessment, continuous control monitoring by
functional experts.
The Company believes that these systems provide reasonable assurance
that the Company's internal financial controls are adequate and are operating effectively
as intended.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board has appointed M/s. Arun Dash & Associates, practicing
company secretaries, to conduct Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report relating thereto is annexed herewith to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has not developed and implemented any CSR initiatives as
the said provisions are not applicable to the Company during the financial year.
NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors, senior management
personnel and their remuneration. Remuneration Policy of the Company acts as a guideline
for determining, inter alia, qualification, positive attributes and independence of a
Director, matters relating to the remuneration, appointment, removal and evaluation of the
performance of the Director, key managerial personnel and senior managerial personnel.
Nomination and Remuneration Policy is annexed as Annexure-C to this report and also placed
on the Company's website: www.mittaNifestyle.rn.
RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy which provides for a
robust risk management framework to identify and assess risks such as safety, health and
environment, operational, strategic, financial, security, property, regulatory,
reputational and other risks and put in place an adequate risk management infrastructure
capable of addressing these risks.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has established a "Vigil Mechanism" for its
employees and Directors, enabling them to report any concerns of unethical behaviour,
suspected fraud or violation of the Company's 'Code of Conduct'. To this effect, the Board
has adopted a 'Whistle Blower Policy', which is overseen by the Audit Committee. The
policy inter alia safeguards against victimisation of the Whistle Blower.
Employees and other stakeholders have direct access to the Chairperson of the Audit
Committee for lodging concerns if any, for review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34 of the Listing Regulations, a separate
section on Management Discussion and Analysis Report is annexed to this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act")
and Rules made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women at workplace. The Company has
an Internal Complaints Committee to redress and resolve any complaints arising under the
POSH Act.
Your Directors state that no complaints regarding the sexual harassment
were raised during the financial year.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), the Directors of
the Company state that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis; and
e) the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
f) the Directors had devised proper system to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not provided directly or indirectly any loan to any
other person or body corporate or has given any guarantees or provided any security in
connection with loan to any other body corporate or person. The investment details are
provided in the financials and is within the prescribed limit under Section 186 of the
Act.
BOARD EVALUATION:
Performance Evaluation of the Board as a whole, as well as that of its
Committees, Independent Directors and Non- Independent Directors has been carried out in
accordance with the relevant provisions of the Act read with relevant rules made
thereunder and the Listing Regulations and in compliance with the guidance note issued by
SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017.
With the objective of enhancing the effectiveness of the Board, the
Nomination and Remuneration Committee has formulated the methodology and criteria to
evaluate the performance of the Board and its Committees and each Director.
The evaluation of the performance of the Board is based on the approved
criteria such as the Board composition, strategic planning, role of the Chairperson,
independence from the entity, independent views and judgement, knowledge and
participation, Non-Executive Directors and other senior management, assessment of the
timeliness and quality of the flow of information by the Company to the Board and
adherence to compliance and other regulatory issues.
The manner in which formal annual evaluation of the Board, its
Committees and individual Directors are conducted includes:
• The Independent Directors, at their separate meeting review the
performance of Non-Independent Directors, the Board as a whole and Chairperson.
• In light of the criteria prescribed for the evaluation, the
Board analyses its own performance, that of its Committees and each Director during the
financial year and suggests changes or improvements, if required.
• The performance evaluation of Independent Directors of the
Company is carried out by the Board of the Company excluding the Director being evaluated.
BOARD AND COMMITTEES OF THE BOARD:
BOARD MEETINGS:
During the period under review, nine board meetings were convened and
held. For further details, please refer to the Report on Corporate Governance, which forms
part of this Annual Report.
COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority.
inc lollowing statutory cummiuecs cunsinuicu uy me DUdiu iumuium
according to men respective iuies
and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance, which forms
part of this Annual Report.
The Company has adopted a Code of Conduct for its employees including
the Managing Director. In addition, the Company has adopted a Code of Conduct for its
Non-Executive Directors which includes Code of Conduct for Independent Directors, which
suitably incorporates the duties of Independent Directors as laid down in the Act.
COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act are not applicable on the Company for
the financial year.
APPRECIATION & ACKNOWLEDGMENT:
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the Company. The Board of
Directors would also like to express their sincere appreciation for the assistance and
co-operation received from the government and regulatory authorities, stock exchanges,
depositories, banks, customers, vendors and members during the financial year.
For and on behalf of the Board of Directors
| Sd/- |
Sd/- |
| Brijeshkumar J. Mittal |
Pratik Mittal |
| Chairman & Managing Director |
Director & CFO |
Place: Mumbai Date: 30/08/2023
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