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Meera Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of directors are pleased to present the 19TH Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2025

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the Regulation 33 of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and the provisions of the Companies Act, 2013 (âActâ).

The summarized financial highlights are depicted below:
	Standalone Results		Consolidated Results
	2024-25	2023-24	2024-25	2023-24
Income from Operations	4026.01	3014.23	3984.93	3014.23
Other income	32.37	4.11	32.38	4.11
Total Income	4058.38	3018.35	4017.30	3018.35
Less: Total Expenditure before Int.,Depreciation & Tax	3429.95	2718.75	2345.50	2718.75
Profit/(Loss) before Int., Depreciation & Tax	628.43	299.6		299.6
Less : Interest	22.16	10.73	22.23	10.73
Profit/(Loss) before Depreciation & Tax	606.27	288.87		288.87
Less : Depreciation	126.64	123.93	126.85	124.36
Profit/(Loss) before Exceptional and extraordinary items and Tax	479.63	164.94	462.35	164.51

â¢ STATE OF COMPANY''S PERFORMANCE (STANDALONE):

The Standalone revenue of your Company for FY 2024-25,

Â¦ The revenue of the company of Rs. 4058.38 Lakhs as compared to Rs. 3018.35 Lakhs in the previous year.

Â¦ The net Profit after Tax to Rs. 389.47 Lakhs as compared to Rs. 146.53 Lakhs in the previous year.

â¢ STATE OF COMPANY''S PERFORMANCE (CONSOLIDATED):

The consolidated total revenue of your Company for FY 2024-25;

Â¦ The revenue of the company to Rs.

4017.30 Lakhs as compared to Rs. 3018.35 Lakhs in the previous year.

Â¦ The net profit after Tax to Rs. 372.18 Lakhs as compared to loss of Rs. 146.04 Lakhs in the previous year.

A detailed discussion on financial and operational performance of the Company is given under âManagement Discussion and Analysis Reportâ forming part of this Annual Report.

â¢ CHANGE IN NATURE OF BUSINESS,

IF ANY AND FUTURE OUTLOOK:

During the year, the company has started its plastic division to carry on in India or elsewhere in the world, with or without collaboration, the business to, Manufacturing, procure, assemble, make, repair, operate, activate, manage, run, alter, modernize, improve, restore, maintain, manage, set up, implement, test, develop, discover, invent, design, serve, maintain, clean, preserve, packers, place in the ground, market, move, stock, sale, resale, import, export, provide, Construct, purchase, marketing, trade of various goods and services related to all kinds of cast polypropylene films ("CPP Films"), PVC Pipe PVC film and polyester film.

NOTES:

There has been no other change in the business carried on by the company and it continued to be plant and machinery for textiles and yarn trade.

â¢ DIVIDEND:

1. With a view to adequately remunerate and pass a share of profits to public category shareholders, the Board of Directors of the Company in its Meeting held on 12TH August,

2024, has declared an Interim Dividend of Rs. 0.50 /- per equity share of face value of Rs.10/-each i.e. @ 5%, for the financial year 2024-25, on Equity Shares belonging to all shareholders other than Promoters i.e. Mr. Dharmesh Desai & Mrs. Bijal Desai (i.e. Excluding the Promoters shares upon which the Promoters have voluntarily waived/forgone his/their right to receive the dividend for financial year 2024-25).

2. With a view to adequately remunerate and pass a share of profits to public category shareholders, the Board of Directors of the Company in its Meeting held on 11TH February,

2025, has declared an 02nd time Interim Dividend of Rs. 0.50 /per equity share of face value of Rs.10/- each i.e. @ 5%, for the financial year 2024-25, on Equity Shares belonging to all shareholders, which will be paid (subject to TDS, where ever applicable) to the shareholders within 30 days of declaration.

â¢ ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company and can be assessed using the link www.meeraind.com

â¢ USE OF PROCEEDS IPO/FPO/ STATEMENT OF DEVIATION(S) OR

VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015:

Funds raised from the above-mentioned issue has been utilized full amount for the purpose of objects as stated in prospectus. There is no deviation/variation of funds raised by IPO/FPO.

2. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in section 134(5) of the companies Act, 2013 your directors after due inquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards have been followed and no material departures have been made from the accounting standards;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2025 and of the profit/loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls as stated in explanation to section 134(5)(e) of the Companies Act, 2013 to be followed by the company and that such internal financial controls are adequate, commensurate with the nature and size of its

business and are operating effectively;

f) The directors have devised proper

systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

3. AUDITORS AND REPORT THEREON:

The report of the Auditors is self-explanatory. There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors'' Report for the financial year ended, 31st March, 2025 is annexed to the Balance Sheet.

Your company has installed adequate internal financial controls with reference to the Financial Statements as reported by Auditors for the year ended 31st March, 2025.

4. REPORTING OF FRAUDS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143(12) of the Act.

5. SECRETARIAL STANDARDS:

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

6. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s. Chirag Shah & Associates., Practicing Company Secretary, Ahmedabad, as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2024-25. A Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as Annexure A.

There are no qualification, reservation or adverse remarks in secretarial audit report, which is self-explanatory.

Further, the Company has submitted its Secretarial Compliance Report for the year ended March 31, 2025 to the Stock Exchanges in compliance with Regulation 24A of the SEBI (LODR) Regulations, 2015, confirming adherence to applicable SEBI regulations, circulars, and guidelines.

7. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s D D R & Co, Chartered Accountants, were re-appointed as Internal Auditor of Company for period of 1 year from the F.Y. 2024-25.

The Company continued to implement her suggestions and recommendations to improve the control systems. 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 Auditor''s 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.

8. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

9. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, with respect to a Loan, guarantee, security or investments covered under are disclosed in the notes to the Financial Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has implemented a policy on Related Party Transactions and the said Policy is available on the Company''s website: www.meeraind.com

There have been no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in Section 2(76) of the Companies Act, 2013 which may have potential conflict of interest with the Company at large.

Further, all such contracts/ arrangements/ transactions were placed before the Audit Committee and Board, for their approval. Prior approval/s of the Audit Committee/ Board are obtained on an annual basis, which is reviewed and updated on quarterly basis.

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC - 2, is not applicable.

11. AMOUNTS TRANSFERRED TO RESERVES:

During the year under review, the Company

has not transferred any amount to General Reserve.

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of board of directors there are no material changes & have occurred after balance sheet date till the date of the report affecting the financial position of the company.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology, absorption, foreign exchange earnings and outgo as required U/S 134(3)(m) of Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure B hereto and forms part of this report.

14. RISK MANAGEMENT POLICY:

The company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required.

15. PARTICULARS OF DEPOSITS:

Company has not accepted any deposits falling within purview of the section 73 to 76 of The Companies Act, 2013 read with rules made there under. There Are no overdue public deposits, unclaimed public deposits as on the last day of financial year.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

Your directors confirmed that no significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status and companies'' operations in future.

17. INTERNAL FINANCIAL CONTROLS:

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. The Company has placed proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

Yours directors are of the opinion that looking to the size and nature of business of the company there is adequate internal financial control system and the said system is operating effectively. Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 is attached as Annexure A of the Auditors Report.

18. COMPANIES POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The managerial remuneration paid to the directors during the financial year are as under:

Sr.

No.

Name of Director

Designation

Managerial Remuneration paid (amount in Lacs)

Dharmesh Vinodbhai Desai

Chairman & Managing Director

33.00

Bijal Dharmeshbhai Desai

Whole Time Director

23.40

As per the provisions of Section 197 of the Act, if any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval required under this section, he/she shall refund such sums to the company, within two years or such lesser period as may be allowed by the company, and until such sum is refunded, hold it in trust for the company. The company may waive the recovery of any sum refundable to it under section 197 pursuant to the receipt of permission from the Members of the Company through special resolution.

19. ANNUAL EVALUATION OF PERFORMNACE OF BOARD, DIRECTORS AND COMMITTES:

The Board adopted a format mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Rule 8(4) of the Companies (Accounts) Rules, 2014 company has laid down specific criteria for evaluation of annual performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.

The performance of Board and its Committees,

individual Directors, and Chairpersons were found satisfactory.

â¢ DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:

20. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under the review, 5 (Five) Board Meetings were held, with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. Details of Board Meetings held during the year and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. Board meeting dates were finalized in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

All members of the Audit Committee have accounting and financial management knowledge and expertise/exposure. Required Audit Committee meetings were attended by the Internal Auditors, Statutory Auditors and Chief Financial Officer. The Company Secretary acts as the Secretary of the Audit Committee.

The Chairman of the Audit Committee attended the last Annual General Meeting (AGM) held on 28th September, 2024 to answer shareholders'' queries. The brief details of the Audit Committee are given in Corporate Governance Report forming part of the Annual Report.

22. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholder''s Relationship Committee comprises of the following members:

Sr. No.	Name of Directors	Designation /Category
1	CA Mayank Yashwantrai Desai	Chairman (Non-Executive Director)
2	CA Sanjay Natwarlal Mehta	Member (Non-Executive & Independent Director)
3	Mr. Rajendra V Kalyani	Member (Non-Executive & Independent Director)
4	Mr. Hetal Rumendrabhai Mehta	Member (Non-Executive & Independent Director)
5	Mr. Hitesh Ranjeetbhai Agnihotri	Member (Non-Executive & Independent Director)

21. AUDIT COMMITTEE: During the financial year 2024-25, following are the members of Audit Committee:
Sr. No.	Name of Directors	Designation/Category
1	Mr. Hetal Rumendrabhai Mehta	Chairman (Non-Executive & In dependent Director)
2	CA Mayank Yashwantrai Desai	Member (Non-Executive Director)
3	CA Sanjay Natwarlal Mehta	Member (Non-Executive & Independent Director)
4	Mr. Rajendra V Kalyani	Member (Non-Executive & Independent Director)
5	Mr. Hitesh Ranjeetbhai Agnihot ri	Me mber (Non-Executive & Independent Director)

The Stakeholder''s Relationship Committee review and ensures redressal of investor grievances. Details of Investor''s grievances/ Complaints:

No investor complaints received during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31ST March, 2025 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2025.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report forming part of the Annual Report.

23. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee comprise the following:
	Sr. No.	Name of Directors	Designation /Category
	1	CA Mayank Yashwantrai Desai	Member (Non-Executive Director)
	2	CA Sanjay Natwarlal Mehta	Member (Non-Executive & Independent Director)
	3	Mr. Rajendra V Kalyani	Chairman (Non-Executive & Independent Director)
	4	Mr. Hetal Rumendrabhai Mehta	Member (Non-Executive & Independent Director)
	5	Mr. Hitesh Ranjeetbhai Agnihotri	Member (Non-Executive & Independent Director)

The Nomination and Remuneration Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time). The Nomination and remuneration Committee has framed the âNOMINATION AND REMUNERATION POLICYâ. The brief details of the Nomination and Remuneration Committee are given in Corporate Governance Report forming part of the Annual Report

Note: For Nomination and Remuneration Committee Policy Please refer our website: www.meeraind.com

24. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of company met one time during the year on 11th February, 2025 where all the Independent Directors were present under the requirement of

Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. DECLARATION BY INDEPENDENT DIRECTORS & FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Director have given necessary declaration under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, and as per the said declarations, they fulfill the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same has been recorded by the Board of Directors.

independent judgment and without any external influence and that they are independent of the management. A Statement of said affirmation by the Independent Directors is annexed hereto (Annexure-C) and forms part of this Report.

A policy on familiarization program for independent directors has been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company''s business operations, products, organization structures and about the Board Constitutions and its procedures. The policy is available at company''s website www.meeraind.com

26. CHANGE IN COMPOSITION OF BOARD:

Directors & KMP:

Â¦ As of March 31, 2025, your Company''s Board has 8(Eight) members comprising of 3 Executive Directors and 4 independent directors and 1 non-executive director. The Directors of your Company are well experienced having expertise in their respective fields of technical, finance,

strategic and operational management and administration.

Â¦ During the year under review, the company has appointed Ms. Kenny Dharemeshkumar Desai, as an Executive Director of the Company. She has done Master of Science (Integrated Marketing & Communication). She is having Experience in the same area for more than 2 years. She Joined our Board on 12th August, 2024. The company has appointed Mr. Hitesh Ranjeetbhai Agnihotri, as Non-Executive Independent Director of the Company. He has extensive experience with various types of dyeing machines for fabric, particularly in rope dyeing. He joined our Board on 29th October, 2024

Â¦ In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs Bijal Dharmeshbhai Desai (DIN-00292319), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act.

27. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued Equity Shares with differential rights.

28. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat Equity shares during the Financial Year 2024-25.

29. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued Employee Stock Options during the Financial Year 2024-25.

30. REDEMPTION OF SHARES/DEBENTURES

The Company has not redeemed any shares during the Financial Year 2024-25.

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:

As on 31st March, 2025, no amount is required to be transfer to investor education protection fund.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy /vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at www.meeraind.com

33. 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 Directors and the designated employees have confirmed compliance with the Code.

The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ''The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. This Code is displayed on the Company''s website -www.meeraind.com

34. CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Part-C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Report on Corporate Governance is annexed hereto and forms part of this Report - Annexure-D. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required under Part E of Schedule V of the Listing Regulations, issued by CS Raimeen Maradiya, Company Secretary in Practice (C.P. No. 17554), pertaining to the compliance of the conditions of Corporate Governance, is also annexed Annexure-E hereto which forms part of this Report.

35. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report being attached as Annexure F

36. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Your company has one Subsidiary name ''MEERA INDUSTRIES USA, LLC situated in USA. Your company has no joint venture or associates. However, particulars of Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in the prescribed format AOC-1 has been enclosed under Annexure-G with the report and forms part of this report.

37. BUSINESS RESPONSIBILITY REPORT

YThe company has been exempted from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements)

Regulations, 2015.

38. CODE OF CONDUCT:

The Company has adopted Code of Business Conduct & Ethics (âthe Codeâ) which is applicable to the Board of Directors, Senior Management, Key Managerial Personnel, Functional heads and all professional serving in the roles of finance, tax, accounting, purchase and investor relations of the Company. The Board of Directors and the members of Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is placed at the end of this report as Annexure-H. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code is displayed on the Company''s website -www.meeraind.com

39. KEY MANAGERIAL PERSON:

Pursuant to the provisions of section 203 of the Companies Act, 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the company:

1) Mr. Dharmesh Vinodbhai Desai, Chairman & Managing Director

2) Mrs. Bijal Dharmesh Desai, Whole Time Director

3) Mrs. Bhavisha Kunal Chauhan, Company Secretary and Compliance Officer

4) Mr. Vinod Ojha, Chief Financial Officer

OTHER DISCLOSURES:

40. GENERAL MEETINGS:

18TH Annual General Meeting of the Company was held at on Saturday, 28 September, 2024 at 11:00 A.M. through video conferencing/other audio visual means.

41. INSURANCE:

Your Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

42. MD AND CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is published in this report as Annexure-I.

43. DISCLOSURE RELATING TO EMPLOYEES:

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

44. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a

difference to the Company''s operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic developments within India

mechanism of Lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees.

Following is a summary of sexual harassment complaints received and disposed of during F.Y. 2024-25

No. of complaints not resolved as on 1st April,

2024: Nil

No. of complaints received in financial year

2024-25: Nil

No. of complaints resolved in financial year

2024-25: Nil

No. of complaints not resolved as on 31st

March, 2025: Nil

45. EQUAL EMPLOYMENT OPPORTUNITIES

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

46. Declaration signed by the Managing Director stating that the members of board of Directors and senior management personnel have affirmed compliance with the code of conduct of board of Directors and senior management is annexed as a part of the report (âAnnexure-Jâ).

47. GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items, during the year under review:

1. Issue of equity shares with differential rights

as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

6. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the banks or financial institutions.

48. ACKNOWLEDGMENT:

Your directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Company''s progress, as partners, through their continued support and co-operation.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

49. CAUTIONARY STATEMENT:

and the countries within which the Company conducts business and other factors such as litigation and labor negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

Mar 31, 2024

The Board of directors are pleased to present the 18^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March, 2024

1. FINANCIAL HIGHLIGHTS:

The Audited Financial Statements of your Company as on March 31,2024, are prepared in accordance with the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights is depicted below:

In ?. Lakhs
	Standalone Results		Consolidated Results
	2023-24	2022-23	2023-24	2022-23
Income from Operations	3014.23	1871.93	3014.23	2033.76
Other income	4.11	27.39	4.11	27.39
Total Income	3018.35	1899.32	3018.35	2061.15
Less : Total Expenditure before Int.,Depreciation & Tax	2718.75	1978.90	2718.75	2079.12
Profit/(Loss) before Int., Depreciation & Tax	299.6	-79.58	299.6	-17.97
Less : Interest	10.73	9.98	10.73	10.39
Profit/(Loss) before Depreciation & Tax	288.87	-89.56	288.87	-28.36
Less: Depreciation	123.93	108.67	124.36	1 09.19
Profit/(Loss) before Exceptional and extraordinary items and Tax	164.94	-198.23	164.51	-137.55
Less : exceptional items	0	13.44	0	0
Profit/(Loss) before Tax	164.94	-184.79	164.51	-1 37.55
Less: Current Tax	-	-	-	-

: Deferred Tax	18.40	-0.31	18.40	-0.31
: Prior period items	0.43	4.20	0.06	4.20
Profit/(Loss) after Tax	146.53	-180.28	146.04	-133.04
Add: Surplus/Deficit B/F. from Pre. Year	627.98	808.26	679.99	8 13.03
Less: Amount Transferred From Sundries (Others)	0	0	0	0
Less: Interim Dividen d	0	0	0	0
Less: Provision for Final Dividend	0	0	0	0
Less: Dividend Distri. Ta x	0	0	0	0
Balance Carried to B/s.	774.95	627.98	826.53	679.99

â¢ STATE OF COMPANY''S PERFORMANCE (STANDALONE):

The Standalone revenue of your Company for FY 2023-24,

â¢ The revenue of the company of Rs. 3018.35 Lakhs as compared to Rs. 1899.32 Lakhs in the previous year.

â¢ The net Profit after Tax to Rs. 146.53 Lakhs as compared to loss of Rs. -180.28 Lakhs in the previous year.

â¢ STATE OF COMPANY''S PERFORMANCE (CONSOLIDATED):

The consolidated total revenue of your Company for FY 2023-24;

â¢ The revenue of the company to Rs. 3018.35 Lakhs as compared to Rs. 2061.15 Lakhs in the previous year.

â¢ The net profit after Tax to Rs. 146.04 Lakhs as compared to loss of Rs. -133.04 Lakhs in the previous year.

A detailed discussion on financial and operational performance of the Company is given under "Management Discussion and Analysis Report" forming part of this Annual Report.

â¢ CHANGE IN NATURE OF BUSINESS, IF ANY AND FUTURE OUTLOOK:

implement, test, develop, discover, invent, design, serve, maintain, clean, preserve, packers, place in the ground, market, move, stock, sale, resale, import, export, provide, Construct, purchase, marketing, trade of various goods and services related to all kinds of cast polypropylene films ("CPP Films"), PVC Pipe PVC film and polyester film.

There has been no other change in the business carried on by the company and it continued to be plant and machinery for textiles and yarn trade.

â¢ DIVIDEND:

The Board of directors has not recommended dividend for the year under review.

â¢ ANNUAL RETURN

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2024, prepared in accordance with Section 92(3) of the Act, is made

available on the website of the Company and can be assessed using the link www.meeraind.com

â¢ USE OF PROCEEDS IPO/FPO/ STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015:

Funds raised from the above-mentioned issue has been utilized full amount for the purpose of objects as stated in prospectus. There is no deviation/variation of funds raised by IPO/FPO.

2. DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to provisions contained in section 134(5) of the companies Act, 2013 your directors after due inquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^stMarch, 2024 the applicable accounting standards have been followed and no material departures have been made from the accounting standards;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit/loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of ad eq u ate accou n ti n g records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls as stated in explanation to section 134(5)(e) of the Companies Act, 2013 to be followed by the company

and that such internal financial controls are adequate, commensurate with the nature and size of its business and are operating effectively;

f) The directors have devised proper

systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

3. AUDITORS AND REPORT THEREON:

Your company has installed adequate internal financial controls with reference to the Financial Statements as reported by Auditors for the year ended 31^st March, 2024.

4. REPORTING OF FRAUDS

5. SECRETARIAL STANDARDS:

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

6. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s. Chirag Shah & Associates., Practicing Company Secretary, Ahmedabad, as Secretarial Auditors of the Company to conduct the Secretarial Audit for F.Y. 2023-24. A Secretarial Audit Report for F.Y. 202324 is annexed herewith as Annexure A. There are no qualification, reservation or adverse remarks in secretarial audit report, which is self-explanatory.

7. INTERNAL AUDITORS:

8. COST AUDITORS

9. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee, security or investments covered under are disclosed in the notes to the Financial Statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has implemented a policy on Related Party Transactions and the said Policy is available on the Company''s website:

www.meeraind.com

11. AMOUNTS TRANSFERRED TO RESERVES:

The company has transferred the whole amount of Profit under the head Reserve and surplus account as per attached audited Balance sheet for the year e n d e d o n M a r c h 3 1 , 2 0 2 4 .

12. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of board of directors there are no material changes & have occurred after balance sheet date till the date of the report affecting the financial position of the company.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

14. RISK MANAGEMENT POLICY:

15. PARTICULARS OF DEPOSITS:

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

Your directors confirmed that no significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status and companies'' operations in future.

17. INTERNAL FINANCIAL CONTROLS:

Yours directors are of the opinion that looking to the size and nature of business of the company there is adequate internal financial control system and the said system is operating effectively. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 is attached as Annexure A of the Auditors Report.

18 .COMPANIES POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The managerial remuneration paid to the directors during the financial year are as under:

he man	agerial remuneration paid to the dir	ectors during the financial year are as un	der: In ?. Lakhs
Sr. No.	Name of Director	Designation	Managerial Remuneration paid (amount in Lacs)
1	Dharmesh Vinodbhai Desai	Chairman & Managing Director	33.00
2	Bijal Dharmeshbhai Desai	Whole Time Director	23.40

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) o f t h e C o m p a n i e s (A p p o i n t m e n t a n d Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors approved the ''Nomination and Remuneration Policy'', which is available on the website of the Company www.meeraind.com

19. ANNUAL EVALUATION OF PERFORMNACE OF BOARD, DIRECTORS AND COMMITTES:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation

process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Rule 8(4) of the Companies (Accounts) Rules, 2014 company has laid down specific criteria for evaluation of annual performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.

The performance of Board and its Committees, individual Directors, and Chairpersons were found satisfactory.

â¢ DISCLOSURE RELATED TO BOARD-COMMITTEES AND POLICIES:20. MEETINGS OF THE BOARD OF DIRECTORS:

During the year under the review, 4 (Four) Board Meetings were held, with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. Details of Board Meetings held during the year and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report. Board meeting dates were finalized in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

21. AUDIT COMMITTEE:During the financial year 2023-24, following are the members of Audit Committee:

Sr. No.	Name of Directo rs	Design ation	Category
1	Mr. Hetal Rumendrabhai Mehta	Chairman	Independent Director
2	CA Mayank Yashwantrai Desai	Member	Non-executive Director
3	CA Sanjay Natwarlal Mehta	Member	Independent Director
4	Mr. Rajendra V Kalyani	Member	Independent Director

The Chairman of the Audit Committee attended the last Annual General Meeting (AGM) held on 29^thSeptember, 2023 to answer shareholders'' queries. The brief details of the Audit Committee are given in Corporate Governance Report forming part of the Annual Report.

22. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Stakeholder''s Relationship Committee comprises of the following members:

Sr. No.	Name of Directors	Desig nation	Category
1	MR. Hetal Rumendrabhai M ehta	M ember	Independent Director
2	CA Mayank Yashwantrai Desai	Chairman	Non-executive Director
3	CA Sanjay Natwarlal Mehta	Member	Independent Director
4	Mr. Rajendra V Kalyani	Member	Independent Director

The Stakeholder''s Relationship Committee review and ensures redressal of investor grievances.

Details of Investor''s grievances/ Complaints:

No investor complaints received during the year. T h e p e n d i n g c o m p l a i n t s o f t h e Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31^st

March, 2024 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31^stMarch 2024.

The brief details of the Stakeholders Relationship Committee are given in Corporate Governance Report forming part of the Annual Report

23. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprise the following:

Sr. No.	Name of Directors	Designation	Category
1	Mr. Hetal Rumendrabhai Mehta	Member	Independent Director
2	CA Mayank Yashwantrai Desai	Member	Non-executive Director
3	CA Sanjay Natwarlal Mehta	Member	Independent Director
4	Mr. Rajendra V Kalyani	Chairman	Independent Director

The Nomination and Remuneration Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time). The Nomination and remuneration Committee has framed the "NOMINATION AND REMUNERATION POLICY". The brief details of the Nomination and Remuneration Committee are given in Corporate Governance Report forming part of the Annual Report.

Note: For Nomination and Remuneration Committee Policy Please refer our website:

www.meeraind.com

24. CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

At present the company is not covered under CSR provisions as per criteria laid down under section 135(1) of the Companies Act, 2013, but company has voluntarily constituted CSR Committee and the said committee has framed CSR policy as per schedule VII. The Board of Directors in its meeting held on 30^th May, 2024 has dissolved the CSR committee, as there were no contributions in past 2 years, and also it was formed voluntarily.

25. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of company met one time during the year on 07^th February, 2024 where all the Independent Directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. DECLARATION BY INDEPENDENT DIRECTORS & FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have also confirmed that there has been no change in the circumstances which may affect their status as Independent director and 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 duties with an objective independent judgment and without any external influence and that they are independent of the management. A Statement of said affirmation by the Independent Directors is annexed hereto (Annexure-C) and forms part of this Report.

27. CHANGE IN COMPOSITION OF BOARD:Directors & KMP:

â¢ As of March 31,2024, your Company''s Board had Six members comprising of 2 Executive Directors and 3 independent directors and 1 non-executive director. The Directors of your Company are well experienced having expertise in their

respective fields of technical, finance, strategic and operational management and administration.

â¢ In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, CA. Mayank Yashwantrai Desai (DlN- 00354210), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

None of the Directors of your Company are disqualified under the provisions of Section 1 64(2)(a) and (b) of the Act.

28. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued Equity Shares with differential rights.

29. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat Equity shares during the Financial Year 2023-24.

30. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued Employee Stock Options during the Financial Year 2023-24.

31. REDEMPTION OF SHARES/DEBENTURES:

The Company has not redeemed any shares during the Financial Year 2023-24.

32. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTION FUND:

As on 31^st March, 2024, no amount is required to be transfer to investor education protection fund.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated

Whistle Blower Policy /vigil mechanism for Directors and employees to report to the management about the unethical behaviour, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. The Policy on vigil mechanism and whistle blower policy may be accessed on th e Company''s websi te at www.meeraind.com

34. PREVENTION OF INSIDER TRADING :

35. CORPORATE GOVERNANCE:

Pursuant to the provisions of Regulation 34(3) read with Part-C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Report on Corporate Governance is annexed hereto and forms part of this Report - Annexure-D. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

The requisite Compliance Certificate as required

under Part E of Schedule V of the Listing Regulations, issued by CS Raimeen Maradiya, Company Secretary in Practice (C.P. No. 17554), pertaining to the compliance of the conditions of Corporate Governance, is also annexed Annexure-E hereto which forms part of this Report.

36. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

37. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

38. BUSINESS RESPONSIBILITY REPORT:

The company has been exempted from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

39. CODE OF CONDUCT:

The Company has adopted Code of Business Conduct & Ethics ("the Code") which is applicable to the Board of Directors, Senior Management, Key Managerial Personnel, Functional heads and all professional serving in the roles of finance, tax, accounting, purchase and investor relations of the Company. The Board of Directors and the members of Senior Management Team (one level below the Board of Directors) of the Company are required to affirm annual Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is placed at the end of this report as Annexure-H. The Code requires Directors and Employees to act honestly, fairly, ethically and with integrity, conduct

themselves in professional, courteous and respectful manner. The Code is displayed on the Company''s website - www.meeraind.com

40. KEY MANAGERIAL PERSON:

Pursuant to the provisions of section 203 of the Companies Act, 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the company:

1) Mr. Dharmesh Vinodbhai Desai, Chairman & Managing Director

2) Mrs. Bijal Dharmesh Desai, Whole Time Director

3) Mrs. Bhavisha Kunal Chauhan, Company Secretary and Compliance Officer

4) Mr. Vinod Ojha, Chief Financial Officer

â¢ OTHER DISCLOSURES:41. GENERAL MEETINGS:

17^th Annual General Meeting of the Company was held at on Friday, 29 September, 2023 at 04:00 p.m. through video conferencing/other audio visual means.

42. INSURANCE:

Your Company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

43. MD AND CFO CERTIFICATION:

44. DISCLOSURE RELATING TO EMPLOYEES:

Further, no employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) o f t h e C o m p a n i e s ( Ap p o i n t m e n t a n d Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

45. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Following is a summary of sexual harassment complaints received and disposed off during F.Y. 2023-24.

No. of complaints not resolved as on 1st April, 2023: Nil

No. of complaints received in financial year 202324: Nil

No. of complaints resolved in financial year 202324: Nil

No. of complaints not resolved as on 31st March, 2024: Nil

46. EQUAL EMPLOYMENT OPPORTUNITIES:

origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

47. Declaration signed by the Managing Director stating that the members of board of Directors and senior management personnel have affirmed compliance with the code of conduct of board of Directors and senior management is annexed as a part of the report ("Annexure-J").

48. GENERAL DISCLOSURE:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the banks or financial institutions.

49. ACKNOWLEDGMENT:

50. CAUTIONARY STATEMENT:

Statements in the Board''s Report and the Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labor negotiations. The Company is not obliged to publicly amend, modify or revise any forward-looking statement, on the basis of any subsequent development, information or events or otherwise.

Mar 31, 2018

TO,

THE MEMBERS,

MEERA INDUSTRIES LIMITED.

The directors have pleasure in presenting their 12th Annual Report together with the Audited Financial Statement for the year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS:

Performance of your company, for F.Y. 2017-18 is summarized as under:

	STANDALONE		CONSOLIDATED
	2017-18 Amt. in Rs.	2016-17 Amt. in Rs.	2017-18 Amt. in Rs.	2016-17 Amt. in Rs.
Income from Operations	21,11,95,939.72	13,15,44,812.00	21,49,65,855.81	13,15,44,812.00
Other income	44,66,544.22	33,57,710.00	44,66,736.32	33,57,710.00
Total Income	21,56,62,483.94	13,49,02,522.00	21,94,32,592.13	13,49,02,522.00
Less : Total Expenditure before Int., Depreciation & Tax	17,73,14,524.01	11,74,24,037.00	18,24,73,288.40	11,74,24,037.00
Profit/(Loss) before Int., Depreciation & Tax	3,83,47,959.93	1,74,78,485.00	3,69,59,303.73	1,74,78,485.00
Less : Interest	4,32,444.35	3,16,445.00	4,46,948.73	3,16,445.00
Profit/(Loss) before Depreciation	3,79,15,515.58	1,71,62,040.00	3,65,12,355.00	1,71,62,040.00
Less : Depreciation	29,56,787.00	25,39,693.00	29,86,365.80	25,39,693.00
Profit/(Loss) before Exceptional and extraordinary items and Tax	3,49,58,728.58	1,46,22,347.00	3,35,25,989.20	1,46,22,347.00
Less : exceptional items	0.00	0.00	0.00	0.00
Profit/(Loss) before Tax	3,49,58,728.58	1,46,22,347.00	3,35,25,989.20	1,46,22,347.00
Less : Current Tax	95,37,536.00	43,24,212.00	95,37,536.00	43,24,212.00
: Deferred Tax	(7,16,209.33)	(3,34,680.00)	(7,16,209.33)	(3,34,680.00)
: Prior period items	8504.00	0.00	8504.00	0.00
Profit/(Loss) after Tax	2,61,28,897.91	1,06,32,815.00	2,46,96,158.53	1,06,32,815.00
Add: Adj. In respect of Profit From Discontinuing operations	0.00	0.00	0.00	0.00
Balance	2,61,28,897.91	1,06,32,815.00	2,46,96,158.53	1,06,32,815.00
Add: Surplus/Deficit B/F. from Pre. Year	68,28,908.00	77,97,509.00	68,28,908.00	77,97,509.00
Less: Amount Transferred From Sundries (Others)	0.00	49,356.00	2,26,007.43	49,356.00
Less: Adjusted for Bon us Issue	0.00	68,25,000.00	0.00	68,25,000.00
Less: Interim Dividend	39,27,500.00	0.00	39,27,500.00	0.00
Less: Provision for Final Dividend	47,13,000.00	39,27,500.00	47,13,000.00	39,27,500.00
Less: Dividend Distri. Tax	17,59,016.00	7,99,560.00	17,59,016.00	7,99,560.00
Balance Carried to B/s.	2,25,58,289.91	68,28,908.00	2,08,99,543.10	68,28,908.00

Figures for F.Y. 2016 -17 have been restated, therefore may not be comparable with financials for FY 2016-17 approved by the Directors and disclosed in the financial statement of previous year.

STATE OF COMPANYâS PERFORMANCE (STANDALONE):

-The revenue of the company increased from Rs. 21,56,62,483.94/- as compared to Rs. 13,49,02,522.00/in the previous year.

-The net profit after Tax also increased from Rs. 2,61,28,897.91/- as compared to Rs. 1,06,32,815.00/- /-in the previous year.

STATE OF COMPANYâS PERFORMANCE (CONSOLIDATED): -The revenue of the company increased from Rs. 21,94,32,592.13/- as compared to Rs. 13,49,02,522.00/in the previous year.

-The net profit after Tax also increased from Rs. 2,46,96,158.53/- as compared to Rs. 1,06,32,815.00/- in the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY AND FUTURE OUTLOOK:

There has been no significant change in the business carried on by the company and it continued to be plant and machinery for textiles and yarn trade. At present your company has no plan to enter into any other business.

DIVIDEND:

For the F.Y. 201 7-18, under review, the company had already declared and paid an interim dividend @ Rs. 1 in October, 201 7 and also further your Director have recommended final dividend of the further amount of Rs. 1.20 per equity share aggregating to Rs. 2.20 for the financial year. An outflow of Rs. 47,13,000.00 and Dividend Distribution Tax of Rs. 17,59,016.00 have been provided after adjustments of the profit after tax.

EXTRACT OF ANNUAL RETURN:

The extract of Annual return as requires under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rules made thereunder in Form MGT-9 for the Financial Year 201718 is attached as Annexure- A and forms part of this report. USE OF PROCEEDS:

The proceeds from the Issue of the Company vide prospectus dated 21st April, 201 7 was of Rs. 388.80 Lakhs out of which Company had utilized Rs. 314.08 for the purpose of objects as stated in prospectus. There are no deviation of funds raised by IPO.

MEETINGS OF THE BOARD OF DIRECTORS:

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act, 2013, during the Financial Year 2017-18, 6 (SIX) meetings of the Board of Directors were held as against the minimum requirement of four meetings, which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	07/04/2017	Five	Five
2	09/05/2017	Five	Three
3	30/05/2017	Four	Three
4	24/06/2017	Four	Three
5	10/10/2017	Four	Four
6	08/02/2018	Five	Two

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in section 134(5) of the companies Act, 2013 your directors after due inquiry confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed and no material departures have been made from the accounting standards;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit/loss of the company for that period;

d) the directors had prepared the annual accounts on a going concern basis; and

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND REPORT THEREON: Ratification of Auditorâs Appointment:

M/s K A Sanghavi & Co; Chartered Accountants (FRN 120846), Surat who was appointed as Statutory Auditors of the Company by members at last AGM and whose appointment need to be ratified by members at this AGM and being eligible be ratified to hold office as Statutory Auditors of the Company until the conclusion of 16th Annual General Meeting of the Company to be held in the year 2022 (Subject to ratification by members at each subsequent Annual General Meeting).

As required U/s 139 of the Act ratification of his appointment to hold office from the conclusion of this AGM till the conclusion of 16th AGM has been proposed for consideration of members. The company has received certificate from the Auditor that they are eligible and do not suffer from any disqualification to hold office as Auditor.

The report of the Auditors is self-explanatory. There are no qualifications or adverse remarks in the Auditorsâ Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditorsâ Report for the financial year ended, 31st March, 2018 is annexed to the Balance Sheet.

As required by Section 134(3)(f) of the Companies Act, 2013, your directors report that there is no fraud reported by the auditors in their report which is required to be reported here. Your company has installed adequate internal financial controls with reference to the Financial Statements as reported by Auditors for the year ended 31st March, 2018.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed M/s. A. G. Shaikh & Associates., Practicing Company Secretary, Surat, as Secretarial Auditors of the Company to conduct the Secretarial Audit for FY 2017-18. A Secretarial Audit Report for FY 2017-18 is annexed herewith as Annexure B. There is no qualification, reservation or adverse remarks in secretarial audit report which is self-explanatory.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee, security or investments covered under are disclosed in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In compliance of listing regulations, the company has framed the policy for transactions with Related Parties.

Apart from the Related Party transactions in the ordinary course of business and at armâs length basis, details of which are given in the notes to the financial statements, there were no other related party transactions requiring disclosure in the Directorâs Report, for compliance with section 134(3)(h) of the Companies Act, 2013. Therefore, a Nil Report is attached as Annexure-C in the format prescribed i.e. Form AOC-2.

AMOUNTS TRANSFERRED TO RESERVES:

Yours directors do not recommend transfer of any amount out of profits to the reserves. Entire profit has been transferred to balance sheet under the head reserves.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In the opinion of board of directors there are no material changes & have occurred after balance sheet date till the date of the report affecting the financial position of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology, absorption, foreign exchange earnings and outgo as required U/S 134(3)(m) of Companies Act 2013 are enclosed in Annexure -D.

RISK MANAGEMENT POLICY:

The company has been exempt under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management.

The board is fully aware of Risk Factor and is taking preventive measures wherever required.

CORPORATE SOCIAL RESPONSIBILITIES (CSR) POLICY:

At present the company is not covered under CSR provisions as per criteria laid down under section 135(1) of the Companies Act, 2013 and therefore no such expenditure has been incurred during the year as prescribed under section 135(5) of the Companies Act, 2013.

PARTICULARS OF DEPOSITS:

Company has not accepted any deposits falling within purview of the section 73 to 76 of The Companies Act, 2013 read with rules made there under. There Is no overdue public deposits, unclaimed public deposits as on the last day of financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

Your directors confirmed that no significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future.

INTERNAL FINANCIAL CONTROLS:

Yours directors are of the opinion that looking to the size and nature of business of the company there is adequate internal financial control system and the said system is operating effectively. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 is attached as Annexure A of the Auditors Report.

DIRECTORS AND KMP: COMPANIES POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

Pursuant to provisions of section 178(3) of the Companies Act, 2013 and other applicable provisions, if any, Company has constituted Nomination and Remuneration committee which determines criteria for the qualifications, positive attributes and independence of the Director, Key Managerial Personnel and other employees.

The Remuneration Policy is framed in accordance with Listing regulations and provisions of Companies Act, 2013.

The composition of Nomination and Remuneration committee and policy has been attached as Annexure- E and forms part of this report.

ANNUAL EVALUATION OF PERFORMNACE OF BOARD, DIRECTORS AND COMMITTES:

Though the company has been exempt from annual evaluation of its own performance and performance of directors and committees thereof under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but in terms of Rule 8(4) of the Companies (Accounts) Rules, 2014 company has laid down specific criteria for evaluation of annual performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.

DECLARATION BY INDEPENDENT DIRECTOR:

Independent Director have given necessary declaration under Section 149(7) of the Companies Act, 2013 and as per the said declarations, they fulfill the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The same has been recorded by the Board of Directors.

INDEPENDENT DIRECTOR:

Mr. Yatish C. Parekh has resigned as independent director of Company w.e.f 07.04.2017.

Mr. S. Swaminathan Iyer has resigned as independent director of Company w.e.f 30.05.2017.

Mr. Hetal R. Mehta has been appointed as ADDITIONAL INDEPENDENT DIRECTOR on the Board of the company w.e.f. 07.04.2017.

The Company has received Declaration as required u/s 149(6) of the Act from the Independent Director that he meets the criteria of independence and is not disqualified to be appointed as Independent Director.

Mr. Sanjay Mehta has been appointed as ADDITIONAL INDEPENDENT DIRECTOR on the Board of the company w.e.f. 10.10.2017.

CHANGE IN COMPOSITION OF BOARD:

- In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. MAYANK YASHWANTRAI DESAI, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

-Mr. Hetal R. Mehta was appointed as ADDITIONAL INDEPENDENT DIRECTOR w.e.f. 07.04.2017.

-Mr. Sanjay N. Mehta was appointed as ADDITIONAL INDEPENDENT DIRECTOR w.e.f. 10.10.2017.

-Mr. Yatish C. Parekh has resigned as director from Company w.e.f 07.04.2017.

-Mr. S. Swaminathan Iyer has resigned as director from Company w.e.f 12.08.2017.

AUDIT COMMITTEE:

In terms of section 177(2) read with section 134(3) of the Companies Act, 2013 the company constituted audit committee. The composition of Audit committee has been attached as Annexure- F and forms part of this report.

The board has accepted and taken steps to implement all recommendation of Audit Committee.

COMPANIES (AUDITORâS REPORT) ORDER, 2015:

In terms of section 143(11) of the Companies Act, 2013 CARO has been attached as part of Auditors Report.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued Equity Shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat Equity shares during the Financial Year 2017-18.

BONUS SHARES:

The Company has not issued sweat Equity shares during the Financial Year 2017-18.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued Employee Stock Options during the Financial Year 2017-18.

REDEMPTION OF SHARES/DEBENTURES:

The Company has not redeemed any shares during the Financial Year 2017-18.

INVESTOR EDUCATION PROTECTION FUND:

As on 31/03/2018 there is no amount outstanding which is required to be transferred to I EPF.

VIGIL MECHANISM:

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at www.meeraind.com

CORPORATE GOVERNANCE:

The company has been exempt from reporting on corporate governance as per Regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015. Therefore, Corporate Governance Report is not attached.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

There is no case fled, if any, during the Financial Year under the said Act hence the company has no details to offer.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Your company has one Subsidiary name âMEERA INDUSTRIES USA, LLC situated in USA. Your company has no joint venture or associates. However, particulars of Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures in the prescribed format AOC-1 has been enclosed under Annexure- H with the report and forms part of this report.

BUSINESS RESPONSIBILITY REPORT:

The company has been exempt from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

INTERNAL AUDITORS:

Pursuant to provision of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s. Riki Desai & Associates, Chartered Accountants were appointed as Internal Auditor of Company for period of 1 year for the F.Y. 2017-18.

COST AUDITORS

Provisions for Cost Auditor is not applicable to your company. OTHER DISCLOSURES:

- PARTICULARS OF COMMITTEES:

Particulars of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee are attached as Annexure-F, Annexure-E and Annexure-I respectively, forming part of this report.

-GENERAL MEETINGS:

11th Annual General Meeting of the Company was held at 2126, Road No. 2, GIDC, Sachin, Surat - 394230 on Saturday, 12th August, 2017 for F.Y. 2016-17.

DISCLOSURE RELATING TO EMPLOYEES:

In terms of rule (5)(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 details on remuneration of top employees of the company are attached to as Annexure âJâ and forms part of this report. However, having regard to the provisions of the proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

GENERAL: CHANGES IN SHARE CAPITAL, IF ANY:

The authorized share capital of the Company as on date is Rs. 50.000.000/- (Rupees Five Crores Only) divided into 5.000.000 Equity shares of Rs.10/- each and During the year the company has issued 10,80,000 equity shares of Rs. 10 with premium of Rs. 26 each through Initial Public Offer. The shares of the company get listed on the SME platform of BSE. The issued, subscribed and paid-up capital of the Company is Rs. 3,92,75,000/- (Rupees Three Crores and Ninety Two Lakhs Seventy Five Thousand Only) divided in to 39,27,500 Equity shares of Rs.10/- each.

ACKNOWLEDGMENT:

Your Directors wish to extend their sincere thanks to the Government as well as the Government agencies, banks, customers, shareholders, vendors and other related organizations who have helped in your Companyâs progress, as partners, through their continued support and cooperation.

For and on behalf of Board of Directors of,

MEERA INDUSTRIES LIMITED

Place: SACHIN, SURAT Dharmesh V. Desai

Date : 21/06/2018 Chairman And Managing Director

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