To,
The Members
MAHALAXMI RUBTECH LIMITED
Your Directors have pleasure in presenting herewith the Board's Report
along with the Audited Statement of Accounts, for the Financial Year ended on 31st
March, 2025.
1. FINANCIAL SUMMARY:-
The financial performance, for the year under review, along with the
previous year's figures are given hereunder:-
(' in Lakhs)
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
Income from Operations &
other Income |
9481.60 |
7856.74 |
Profit before Depreciation |
2567.39 |
1844.52 |
Less:- Depreciation |
374.64 |
364.40 |
Profit before Tax |
2192.75 |
1480.12 |
Less:- Provision for Tax |
563.09 |
404.81 |
Less:- Provision for Deferred
Tax |
(48.04) |
(28.14) |
Profit after Tax |
1677.70 |
1103.45 |
2. STATE OF THE COMPANY'S AFFAIRS:-
The Company has witnessed rise in the total Income from Operations,
during the F.Y. ended on 31st March, 2025.
During the year under review, your Company has reported Income from
Operations & other Income ' 9481.60 Lakhs as against ' 7856.74 Lakhs in
the previous year, Profit before Tax '2192.75 Lakhs as against ' 1480.12 Lakhs in
the previous year, Net Profit after Tax ' 1677.70 Lakhs as against ' 1103.45
Lakhs in the previous year.
3. DIVIDEND AND RESERVE:-
The Board of Directors have not recommended any Dividend for the F.Y.
2024-25. The Board does not propose any amount to carry to Reserves for the F.Y. 2024-25
and Profit earned during the F.Y. 2024-25 is proposed to be retained in the retained
earnings for the F.Y. ended on 31st March, 2025.
4. DEPOSIT:-
The Company has not invited/accepted any Deposit from the Public within
the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 & Rules
framed there under and the Directives issued by the Reserve Bank of India. Hence, the
requirement for furnishing details of Deposit covered under Chapter V of the Companies
Act, 2013 and details of Deposit which are not in compliance with the requirement of
Chapter V of the Companies Act, 2013, is not applicable.
The details of loan received from the Directors of the Company not
considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are
disclosed in the Note No. 14 of the Audited Financial Statements of the Company.
5. SHARE CAPITAL:-
During the year under review, the Company has not issued any Shares
with differential rights as to Dividend, Voting or Otherwise nor has granted any Stock
Options or Sweat Equity. As on 31st March, 2025, none of the Directors of the
Company hold Instruments convertible into the Equity Shares of the Company.
The Paid-up Equity Share Capital of the Company as on 31st
March, 2025 stood at ' 10,62,02,750, consisting of 1,06,20,275 number of Equity
Shares of ' 10/- each.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:-
There is no material change in the Nature of business during the year.
7. MANAGEMENT DISCUSSION AND ANALYSIS:-
Your Company is engaged in the manufacturing and marketing of products
of Technical Textiles & Rubber. A detailed analysis on the performance of the
industry, Company, internal control systems, risk and concerns are specified in the
Management Discussion and Analysis Report, forming part of this Annual Report, as required
under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015.
8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:-
Your Company has complied with the Corporate Governance requirements as
specified under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. A separate
section on Corporate Governance under the SEBI (LODR) Regulations, 2015, along with the
Certificate from the Company's Auditor confirming compliance thereof is annexed and
forming part of this Annual Report.
9. MEETINGS OF THE BOARD:-
During the year under review, total 13 (Thirteen) Meetings of the Board
of Directors were conveyed and held. Details of the composition of the Board, Meetings
held and attendance of the Directors at such Meetings, are provided in the Corporate
Governance Report, forming part of this Annual Report. The intervening gap between the
Board Meetings were within the period, prescribed under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015.
10. DIRECTORS:-
I. Changes in Directors and Key Managerial Personnel:-
a. Appointment of Directors:-
During the year under review, there is no appointment in the Company.
b. Cessation of Directors:
During the year under review, no Director has been ceased to be the
Director of the Company.
c. Retirement by rotation:-
In accordance with the provisions of Section 152 of the Companies Act,
2013, at the forthcoming AGM, Shri Jeetmal Bhoorchand Parekh (DIN:- 00512415), will retire
by rotation and being eligible, offers himself for re-appointment. The Board recommends
his re-appointment. The Notice convening the AGM includes the proposal for his
re-appointment as a Director. A brief profile of Shri Jeetmal Bhoorchand Parekh has also
been provided therein.
d. Key Managerial Personnel:-
The following Persons are the Key Managerial Personnel
("KMP") as on 31st March, 2025:-
i. Shri Rahul J. Parekh, Managing Director
ii. Shri Anand J. Parekh, Jt. Managing Director
iii. Shri Rajendra R. Mehta, Chief Financial Officer
iv. Smt Shital Trivedi with effect from - (Resign w.e.f 28-12-2024)
v. Smt. Kalpana Kumari, Company Secretary (Appointment with effect from
01.01.2025)
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as a Director in terms of Section 164 of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015.
II. Declaration by an Independent Director(s):-
All the Independent Directors of the Company have given declarations
that they meet the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the
opinion of the Board, they fulfil the conditions specified in the SEBI (LODR) Regulations,
2015 and are independent of the Management.
III. Governance Guidelines:-
The Company has adopted the Governance Guidelines on the Board
effectiveness. The Governance Guidelines cover aspects related to the composition and role
of the Board, Chairman & Directors, Board diversity, definition of independence,
Directors terms, retirement age and the Board Committees. It also covers aspects relating
to nomination, appointment, induction and development of the Directors, Directors
remuneration, Subsidiary oversight, Code of Conduct, Board effectiveness, reviews and
mandates of the Board Committees.
IV. Procedure for nomination and appointment of Directors:-
The Nomination and Remuneration Committee is responsible for developing
competency requirements for the Board, based on the industry and strategy of the Company.
The Board composition analysis reflects in-depth understanding of the Company, including
its strategies, environment, operations, financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to
refresh the Board on a periodic basis, including each time a Director's appointment or
re-appointment is required. The Committee is also responsible for reviewing and vetting
the resumes of potential candidates vis-a-vis the required competencies and meeting
potential candidates, prior to making recommendations of their nomination to the Board. At
the time of appointment, specific requirements for the position, including expert
knowledge expected, is communicated to the appointee.
V. Criteria for determining qualifications, positive attributes and
independence of a Director:-
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of Directors, in
terms of provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read
with Schedule II Part D - Para A of the SEBI (LODR) Regulations, 2015.
a. Independence:-
In accordance with the above criteria, a Director will be considered as
an Independent Director if he/she meets with the criteria for Independent Director, as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(LODR) Regulations, 2015.
b. Qualifications:-
A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and gender. It is also
ensured that the Board has an appropriate blend of functional and industry expertise.
While recommending the appointment of a Director, the Nomination and Remuneration
Committee considers the manner in which the function and domain expertise of the
individual will contribute to the overall skill-domain mix of the Board.
c. Positive attributes:-
In addition to the duties as prescribed under the Companies Act, 2013,
the Directors on the Board of the Company are also expected to demonstrate high standards
of ethical behaviour, strong interpersonal & communication skills and soundness of
judgment. Independent Directors are also expected to abide by the "Code for
Independent Directors", as outlined in Schedule IV of the Companies Act, 2013.
VI. Board evaluation:-
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17
of the SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own
performance, the Directors individually as well as of the working of the Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report, forming part of this Annual Report.
VII. Meeting of the Independent Directors:-
During the year under review, a separate Meeting of the Independent
Directors was held. In the said Meeting, the Independent Directors assessed the quality,
quantity and timeliness of flow of information between the Company Management and the
Board and expressed that the current flow of information and contents were adequate for
the Board to effectively and reasonably perform their duties. They also reviewed the
performance of the Non-Independent Directors & the Board as a whole and the
performance of the Chairman of the Company, taking into account the views of the Executive
Directors and Non-Executive Directors.
VIII. Remuneration Policy:-
The Board have, on the recommendation of the Nomination &
Remuneration Committee, framed a Policy for selection and appointment of the Directors,
Senior Management, Key Managerial Personnel and their remuneration, pursuant to the
provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The
philosophy for remuneration of the Directors, Key Managerial Personnel and all other
employees of the Company is based on the commitment of fostering a culture of leadership
with trust. The Nomination and Remuneration Committee has recommended to the Board a
Policy aligned to this philosophy and the same may be accessed on the Company's website at
the link:-
https://mrtelobal.com/wp-content/uploads/2023/09/ Remuneration-Policy.pdf .
The Nomination and Remuneration Committee has considered following
factors while formulating the Policy:-
a. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate the Directors of the quality required to run
the Company successfully;
b. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c. Remuneration to the Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that remuneration paid to the Directors, Key Managerial
Personnel and all other employees is as per the Remuneration Policy of the Company.
IX. Committees of the Board:-
The Board has constituted necessary Committees pursuant to the
provisions of the Companies Act, 2013 & Rules framed thereunder and the SEBI (LODR),
Regulations, 2015. The Committees of the Board are Audit Committee, Stakeholders
Relationship Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, Share Transfer Committee and Risk Management Committee.
The Board has accepted all recommendations of the above Committees. The
details about Composition of Committees, Meetings and attendance are incorporated in the
Corporate Governance Report, forming part of this Annual Report.
11. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and belief, state that:-
I. In the preparation of the annual accounts, for the F.Y. ended on 31st
March, 2025, the applicable accounting standards had been followed and there are no
material departures from the same;
II. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company, at the end of the
F.Y. ended on 31st March, 2025 and of the profit of the Company for the F.Y.
ended on 31st March, 2025;
III. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records, in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
IV. The Directors had prepared annual accounts on a going concern
basis.
V. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
VI. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:-
Your Company has an effective internal control and risk mitigation
system, which are constantly assessed and strengthened with new/ revised standard
operating procedures. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The main thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls
with best practices in the industry.
The Audit Committee of the Board actively reviews the adequacy and
effectiveness of the internal control systems and suggest improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Internal,
Statutory, Cost and Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors and the reviews performed by
the Management and the relevant Board Committees, including the Audit Committee, the Board
is of the opinion that the Company's internal financial controls with reference to the
Financial Statement were adequate and effective during the F.Y. 2024-25.
Details of internal controls system are given in the Management
Discussion and Analysis Report, forming part of this Annual Report.
13. RISK MANAGEMENT:-
Although not mandatory, as a measure of the good governance, the
Company has constituted a Risk Management Committee of the Board. The Committee reviews
the Company's performance against identified risks, formulates strategies towards
identifying new and emergent risks that may materially affect the Company's overall risk
exposure and reviews the Risk Management Policy and structure.
This robust risk management framework seeks to create transparency,
minimize adverse impact on business objectives and enhance the Company's competitive
advantage.
Risk management is embedded in your Company's operating framework. Your
Company believes that managing risks helps in maximizing returns. The Company's approach
to address business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Risk Management
Committee.
The Company has adopted a Risk Management Policy, pursuant to Section
134 of the Companies Act, 2013.
14. AUDITORS:-
I. Statutory Auditors:-
M/s. Jain Chowdhary & Co. (Firm Registration No.:- 113267W),
Practicing Chartered Accountants, have been appointed as a Statutory Auditors of the
Company, in the Board Meeting held on 31st May, 2021, for a period of 5 (Five)
years commencing from the conclusion of the 30th AGM till the conclusion of 35th
AGM.
The Statutory Auditors Report of M/s. Jain Chowdhary & Co., for the
F.Y. ended on 31st March, 2025, does not contain any qualification,
reservation, adverse remark or disclaimer.
During the year under review, the Statutory Auditors have not reported
any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is
required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
II. Cost Auditors:-
The Company is required to maintain cost records as specified by the
Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such
accounts & records are made and maintained by the Company.
The Cost Auditors Report of M/s. Dalwadi & Associates, for the F.Y.
ended on 31st March, 2025, does not contain any qualification, reservation,
adverse remark or disclaimer.
The Company has received a letter from the Cost Auditors M/s. Dalwadi
& Associates, for eligibility, under Section 141 of the Companies Act, 2013 and its
independence from the Company. The Board, on recommendation of the Audit Committee, in its
Meeting held on 28th May, 2025, have appointed M/s. Dalwadi & Associates,
as the Cost Auditors of the Company, to conduct the audit of cost accounting records for
the F.Y. 2025-26. The Members are requested to ratify the remuneration to be paid to the
Cost Auditors of the Company.
III. Secretarial Auditors:-
Your Company has appointed a Secretarial Auditor of the Company, for
the five consecutive financial years from F.Y. 2025-26 to FY 2029-2030.
Shri Malay Desai (ACS:- 48838 and CP No.:- 26051), Proprietor of M/s.
Malay Desai & Associates, Practicing Company Secretary, has been appointed as a
Secretarial Auditor of the Company, in the Board Meeting held on 28th May,
2025.
The Secretarial Auditor Report of Mr. Malay Desai, for the F.Y. ended
on 31st March, 2025, does not contain any qualification, reservation, adverse
remark or disclaimer.
The Secretarial Audit Report for the F.Y. ended on 31st
March, 2025, is annexed herewith as an Annexure - I, forming part of this Annual
Report.
IV. Internal Auditors:-
M/s. D. Trivedi & Associates (Firm Registration No.:- 0128309W),
Practicing Chartered Accountants, have been appointed as an Internal Auditor of the
Company, in the Board Meeting held on 28th May, 2025, for the F.Y. 2025-26.
The Audit Committee, in consultation with the Internal Auditor, has
formulated the scope, functioning, periodicity and methodology for conducting the internal
audit.
15. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:-
Your Board of Directors hereby confirm that the Company does not have
any Subsidiary / Associate/ Joint Venture Company. Accordingly, the Consolidated Financial
Statement is not required to be prepared by the Company, for the F.Y. ended on 31st
March, 2025.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:-
The details required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of
energy, technology absorption and foreign exchange earnings & outgo, is annexed
herewith as an Annexure - II, forming part of this Annual Report.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-
The Company has adopted the Vigil Mechanism/Whistle Blower Policy, to
provide a formal mechanism to the Directors and employees to report their genuine concerns
or grievances about illegal or unethical practices, actual or suspected fraud or violation
of the Company's Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of persons who avail of the Vigil Mechanism and also
provides for direct access to the Chairman of the Audit Committee, in appropriate and
exceptional cases. It is affirmed that no personnel of the Company have been denied access
to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy may be accessed on the
Company's website at the link:-
https://mrtglobal.com/disclosures- under-regulation-46-of-the- lodr/ . The
Audit Committee of your Company oversees the Vigil Mechanism.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):-
Corporate Social Responsibility (CSR) is a Company's sense of
responsibility towards the community and environment in which it operates. It is the
continuing commitment by business to behave ethically and contribute to economic
development of the society at large and building capacity for sustainable livelihoods. The
Company believes in conducting its business responsibly, fairly and in utmost transparent
manner. It continually seeks ways to bring about an overall positive impact on the society
and environment where it operates and as a part of its social objectives. This Policy has
been formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules
framed thereunder to undertake the CSR activities.
The Board has constituted a Corporate Social Responsibility Committee
headed by Shri Rahul J. Parekh as a Chairman and Shri Anand J. Parekh & Smt. Sangita
S. Shingi as Members of the Committee.
The responsibilities of the CSR Committee include:-
I. Formulating and recommending to the Board, the CSR Policy and
indicating activities to be undertaken by the Company.
II. Recommending the amount of expenditure to be incurred on the CSR
activities.
III. Monitoring the CSR Policy of the Company, from time to time.
The Report on the CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith as an Annexure
- III, forming part of this Annual Report. The CSR Policy may be accessed on the
Company's website at the link:-
https://mrtelobal.com/wp-content/uploads/2022/05/Policv-On-Corporate-Social-Responsibilitv.pdf .
19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:-
The Company has zero tolerance for sexual harassment of women at
workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment of Women at the Workplace, in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed there under. The Policy aims to provide protection to women at the workplace,
prevent & redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
women feel secure. The Company has also constituted an Internal Complaints Committee,
known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints
of sexual harassment of women and recommend appropriate action.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
20. SECRETARIAL STANDARDS OF ICSI:-
The Company is in compliance with the Secretarial Standards on the
Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the
Council of the Institute of Company Secretaries of India (ICSI) and approved by the
Central Government.
21. PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER
SECTION 186:-
Details of loans, investments, guarantees and securities covered under
provisions of Section 186 of the Companies Act, 2013 are provided in the Financial
Statement, forming part of this Annual Report.
22. CONTRACTS/ARRANGEMENTS/TRANSACTIONS WITH THE RELATED PARTIES:-
All contracts/arrangements/transactions, entered into by the Company,
during the year under review, with the Related Parties were in the ordinary course of
business and on an arm's length basis. During the year under review, the Company has
entered into contract/ arrangement/transactions with the Related Parties, in accordance
with the Policy on the Related Party Transactions. All the Related Party Transactions are
placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee is obtained for the contracts/arrangements/transactions which are repetitive in
nature. A statement of all the Related Party Transactions is placed before the Audit
Committee for its review on a quarterly basis, specifying the nature, value and terms
& conditions of the transactions. The Policy on the Related Party Transactions may be
accessed on the Company's website at the link:-
https://mrtglobal. com/disclosures-under-regulation-46-of-the-lodr/ .
Your Directors draw attention of the Members to the Financial Statement
which sets out Related Party Transactions disclosures. Details of
contracts/arrangements/transactions with the Related Parties have been reported in Form
AOC-2 is annexed herewith as an Annexure - IV, forming part of this Annual Report.
23. DETAILS OF MATERIAL CHANGES AND COMMITMENT FROM THE END OF THE
FINANCIAL YEAR TILL THE DATE OF THIS REPORT:-
In terms of Section 134(3)(l) of the Companies Act, 2013, there have
not been any material changes and commitments affecting the financial position of the
Company which have occurred between the end of the F.Y. of the Company as on 31st
March, 2025 and the date of the Report i.e. 28th May, 2025.
24. PARTICULERS OF EMPLOYEES:-
Disclosures with respect to the remuneration of the Directors and
employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1)
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
herewith as an Annexure - V, forming part of this Annual Report.
However, as per the provisions of Section 136 of the Companies Act,
2013, the Board's Report and Financial Statements are being sent to the Members after
excluding the disclosure on particulars of the employees, as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested
in obtaining such information may address their e-mail to:- cs@mahalaxmigroup.net .
25. ANNUAL RETURN:-
As required under Section 134(3)(a) of the Companies Act, 2013, the
Annual Return for F.Y. 2024-25 has been disclosed on the Company's website and the same
may be accessed on the Company's website at the link:-
https://mrtglobal.com/disclosures-under- regulation-46-of-the-lodr/ .
26. LISTING:-
The Securities of your Company are listed with two Stock Exchanges i.e.
the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
Pursuant to Regulation 14 of the SEBI (LODR) Regulations, 2015, the
Annual Listing fees of the BSE and NSE, for the F.Y. 2025-26, have been paid within due
date. The annual custodian fees to NSDL & CDSL have been paid for the Securities of
the Company held in dematerialized mode with them, for F.Y. 2025-26.
27. COMPULSORY TRADING IN DEMAT:-
The SEBI vide its Master Circular dated 07th May, 2024, has
mandated Listed Companies to issue securities in demat form only while processing any
service requests viz. issue of Duplicate Securities Certificate; claim from Unclaimed
Suspense Account; Renewal/ Exchange of Securities Certificate; Endorsement;
Sub-Division/Splitting of Securities Certificate; Consolidation of Securities
Certificates/ Folios; Transmission and Transposition.
In view of the same and to eliminate all risks associated with physical
Shares and to avail various benefits of dematerialisation, the Members are advised to
dematerialise the Shares held by them in physical form.
28. INSURANCE:-
All the assets of the Company including the inventories, buildings and
plant & machineries are adequately insured.
29. ENVIRONMENT:-
As a responsible corporate citizen and as a Technical Textiles Unit,
environment safety has been one of the key concerns of the Company. It is the constant
endeavour of the Company to strive for compliance of stipulated pollution control norms.
30. ENHANCING SHAREHOLDERS VALUE:-
Your Company believes that its Members are among its most important
Stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating
& building for growth, enhancing the productive asset & resource base and
nurturing overall corporate reputation. Your Company is also committed for creating value
for its other Stakeholders by ensuring that its corporate actions positively impact the
socio economic and environmental dimensions and contribute to sustainable growth and
development.
31. DEPOSITORY SYSTEM:-
As the Members are aware, the Company's Equity Shares are tradable in
electronic form. As on 31st March, 2025, out of the Company's total Equity
Paid-up Share Capital comprising of 1,06,20,275 number of Equity Shares, only 45,500
number of Equity Shares were in physical form and the remaining Shares were in electronic
form. In view of the numerous advantages offered by the Depository System, the Members
holding Shares in physical form are advised to avail themselves of the facility of
dematerialization.
32. GENERAL:-
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items, during the
year under review:-
I. Significant or material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Company's operations in future.
II. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).
III. Details of difference between amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the Bank or
Financial Institution.
IV. Giving of loan to person in employment of the Company with a view
to enabling him/her to purchase or subscriber for fully Paid- up Equity Shares in the
Company.
V. Revision of Financial Statement and Board's Report.
VI. Pledge of Equity Shares of the Directors of the Company with any
Bank or Financial Institution.
33. APPRECIATION:-
Your Directors thanks various Central and State Government Departments,
Organizations and Agencies, for the continued help and co-operation extended by them.
The Directors also gratefully acknowledge all the Stakeholders of the
Company viz. Customers, Members, Dealers, Vendors, Banks and other Business Partners, for
the excellent support received from them during the year under review and look forward to
their continued support in future. The Directors place on record their sincere
appreciation to all the employees of the Company for their unstinted commitment and
continued contribution to the Company.
Annexure - I Form No. MR - 3
Secretarial Audit Report
For the Financial year ended on 31st March 2025 [Pursuant to
section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014]
To
The Members of MAHALAXMI RUBTECH LIMITED
Mahalaxmi House, YSL Avenue,
Opp. Ketav Petrol Pump,
Polytechnic Road, Ambawadi,
Ahmedabad, 380015
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Mahalaxmi Rubtech
Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon.
Based on our verification of Mahalaxmi Rubtech Limited's books, papers,
minute books, forms and returns filed and other records maintained by the Company and also
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, We hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on 31st
March, 2025 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by Mahalaxmi Rubtech Limited having its Registered
Office at Mahalaxmi House, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi,
Ahmedabad, 380015 for the financial year ended on 31st March, 2025 according to
the provisions of:
(i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
Rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made there under to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (Not Applicable to the Company during Audit
Period.)
(d) The Securities and Exchange Board of India (Share Based Employee
Benefit and Sweat Equity) Regulations, 2021. (Not Applicable to the Company during Audit
Period.)
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during Audit
Period.)
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 - (Not Applicable to the Company during Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 - (Not Applicable to the Company during Audit Period);
(vi) No specific acts were applicable to the Company.
We have also examined compliance with following applicable clauses:
i) Secretarial Standards with respect to Meetings of Board of Directors
and Committees (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India and made effective 1st July, 2015) and revised (SS-1)
& (SS-2) were effective from 1st October, 2017.
ii) The Listing Agreement entered into by the Company with BSE Limited
and the National Stock Exchange of India Limited, as per SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, guidelines, Standards etc. mentioned above.
We further report that having regard to the compliance system
prevailing in the Company and on examination of the relevant documents and records in
pursuance thereof, on test basis, the Company has complied with all the Laws applicable
specifically to the Company.
We further report that the Board of Directors of the Company is
duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors, as the case may be. The changes in the composition of the Board of
Directors that took place, during the period under review, were carried out in compliance
with the provisions of the Act.
Adequate notice is given to all the directors to schedule the Board
Meetings, Agenda and detailed Notes on Agenda were sent at least seven days in advance for
Meetings other than those held at shorter notice and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the Meeting
and for meaningful participation at the Meeting.
All decisions at Board Meetings and Committee Meetings are carried out
unanimously as recorded in the Minutes of the Meetings of the Board of Directors and
Committee, as the case may be.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company has no
specific events / actions having a major bearing on the Company's affairs in pursuance of
the above referred laws, rules, regulations, guidelines, standards, etc.
Note: This Report is to be read with Our Letter of even date which is
annexed as Annexure "A" and forms an integral part of this report.
Annexure A to Secretarial Audit Report
To
The Members of MAHALAXMI RUBTECH LIMITED Mahalaxmi House, YSL Avenue,
Opp. Ketav Petrol Pump,
Polytechnic Road, Ambawadi,
Ahmedabad, 380015
Our Report of even date is to be read along with this Letter;
1. Maintenance of Secretarial Record is the responsibility of the
management of the company. Our responsibility is to express an opinion on Secretarial
Records based on our Audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial Records. The verification was done on test basis to ensure that correct facts
are reflected in Secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and books of accounts of the company.
4. Wherever required, we have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of the management. Our
examination was limited to the verification of the procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future
viability of the company nor the efficacy or effectiveness with which the management has
conducted the affairs of the company.
Annexure - II
Details on Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and outgo
(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014)
1. Conservation of energy:-
I. The steps taken or impact on conservation of energy:-
The Company has adopted the system of shutting down the electrical
machinery and appliances when not in use to avoid unnecessary waste of energy. New
investments in machines are being considered with an idea to have reduction of consumption
of energy. The Company also has undertaken various initiatives towards green energy
thereby contributing towards clean environment. Continuous efforts and initiatives are
being planned in the coming years in this direction. The impacts of such measures are not
precisely ascertainable.
II. The steps taken by the Company for utilising alternate sources of
energy:-
The Company has taken initiatives to generate energy through renewable
sources like solar power.
III. The capital investment on energy conservation equipments:- Not
Applicable.
2. Technology absorption:-
I. The efforts made towards technology absorption:-
The Company is putting its best efforts towards technology absorption
in its own laboratory, to improve the quality of products and to test and try the latest
technological innovations.
II. The benefits derived like product improvement, cost reduction,
product development or import substitution:-
The efforts towards technology absorption have resulted into
improvement in quality of the products, increased efficiency of the machineries, keep
costs of production under control and reduced wastages.
III. In case of imported technology (Imported during the last three
years reckoned from the beginning of the Financial Year):-
a. The details of technology imported:- Not Applicable
b. The year of import:- Not Applicable
c. Whether the technology been fully absorbed:- Not Applicable
d. If not fully absorbed, areas where absorption has not taken place
and the reasons thereof:- Not Applicable
IV. The expenditure incurred on Research and Development:-
Not Applicable
3. Foreign exchange earnings and outgo:-
(' in Lakhs)
Particulars |
F.Y. 2024-25 |
Foreign exchange earnings |
3696.46 |
Foreign exchange outgo |
243.33 |
REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
(Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules, 2014)
1. A brief outline on the CSR Policy of the Company:-
The Company recognizes that as a responsible corporate entity, its
functions and operations have an impact on the society and on the environment. In addition
to ensuring that operations are conducted efficiently and in a manner that meets
governmental environmental standards, Our CSR Policy focuses on development of the
communities around the vicinity of our plants and other offices.
Your Company's focus areas for the Financial Year 2024-25, under the
CSR are as under:-
I. The areas for the CSR activities are promoting education, healthcare
including preventive healthcare, providing safe drinking water, sanitation facility, old
age home maintenance, environmental sustainability and promotion & development of
traditional arts & handicrafts.
II. Other areas approved by the CSR Committee are within the ambit of
the CSR Rules, as amended from time-to-time.
The Company's CSR work is anchored around supporting communities in and
around its units in health, education, women empowerment and skilling.
2. Composition of CSR Committee:-
The CSR committee of the Board is responsible for overseeing the
execution of the Company's CSR Policy. The composition of the CSR Committee as on 31st
March, 2025 is as follows:-
Sr. No. Name of
the Director |
Designation/ Nature of
Directorship |
No. of Meetings of CSR
Committee heldduring the year |
No. of Meetings of CSR
Committee attended during the year |
(a) Shri Rahul J. Parekh |
Chairman |
4 |
4 |
(b) Shri Anand J. Parekh |
Member |
4 |
3 |
(c) Smt. Sangita S. Shingi |
Member |
4 |
4 |
3. Web-link where composition of the CSR committee, the CSR Policy and
the CSR Projects approved by the Board are disclosed on the website of the Company:-
(a) For composition of the CSR Committee:-
https://mrtelobal.com/wp-content/uploads/2022/09/Composition-of-Committees-of- Board-of-Directors-1.pdf .
(b) For the CSR Policy and CSR Projects approved by the Board:-
https://mrtglobal.com/wp-content/uploads/2022/05/Policy-On- Corporate-Social-Responsibility.pdf .
4. Executive summary along with web-link(s) of Impact Assessment of CSR
Projects carried out in pursuance of Sub-Rule (3) of Rule 8, if applicable:-
Not Applicable
5. (a) Average Net Profit of the Company as per Section 135(5):-
(' in Lakhs)
Financial Year |
2023-24 |
2022-23 |
2021-22 |
Net Profit |
1480.12 |
731.32 |
719.16 |
Average Net Profit for last
three Financial Years |
976.87 |
|
|
(b) Two percent of Average Net Profit of the Company as per Section
135(5):- ' 19.54 Lakhs
(c) Surplus arising out of the CSR Projects or Programmes or activities
of the previous Financial Years:- Nil
(d) Amount required to be set off for the Financial Year, if any:- Nil
(e) Total CSR obligation for the Financial Year [(b)+(c)-(d)]:- '
19.54 Lakhs
6. (a) Amount spent on CSR Projects (Both Ongoing Project and other
than Ongoing Project):- ' 19.75 Lakhs
(b) Amount spent in administrative overheads:- Nil
(c) Amount spent on Impact Assessment, if applicable:- Not
Applicable
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]:- '
19.75 Lakhs
(e) CSR amount spent or unspent for the Financial Year:-
Total Amount Spent
for the Financial Year |
Amount Unspent |
Total Amount
transferred to Unspent CSR Account as per Section 135(6) |
Amount
transferred to any fund specified under Schedule VII as per second proviso to Section
135(5) |
| Amount |
Date of transfer Name of
the Fund |
Amount |
Date of transfer |
' 19.75 Lakh |
Not Applicable |
(f) Excess amount for set off, if any:-
Sr. No. Particulars |
Amount |
(i) Two percent of Average Net
Profit of the Company as per Section 135(5) |
19.54 |
(ii) Total amount spent for
the Financial Year |
19.75 |
(iii) Excess amount spent for
the Financial Year [(ii)-(i)] |
0.21 |
(iv) Surplus arising out of the
CSR Projects or Programmes or activities of the previous Financial Years, if any |
Nil |
(v) Amount available for set
off in succeeding Financial Years [(iii)-(iv)] |
0.21 |
7. Details of Unspent CSR amount for the preceding three Financial
Years:-
Preceding
Financial
Year(s) |
Amount
transferred to Unspent CSR Account under Section 135(6) |
Balance amount in
Unspent CSR Account under Section 135(6) |
Amount spent in
the Financial Year |
Amount transferred to any
fund specified under Schedule VII as per Section 135(6), if any |
Amount remaining
to be spent in succeeding Financial Years |
Deficiency, if
any |
| Amount Date of transfer |
| F.Y. 1 |
Not
Applicable |
| F.Y. 2 |
| F.Y. 3 |
8. Whether any Capital Assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:-
o Yes ? No
If Yes, enter the number of Capital assets created/acquired:- Nil
Furnish the details relating to such Asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:-
Sr.
No. |
Short particulars
of the Property or Asset(s) [including complete address and location of the property] |
Pin code of the
Property or Asset(s) |
Date of creation |
Amount of CSR
amount spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
| CSR Registration Number,
if applicable |
Name |
Registered
address |
Not Applicable |
9. Specify the reason(s), if the Company has failed to spend 2% of the
average Net Profit as per Section 135(5):
Not Applicable
Annexure - IV
Form No. AOC-2
Disclosure of particulars of contracts/arrangements/transactions
entered into by the Company with the Related Parties referred to in Sub-Section (1) of
Section 188 of the Companies Act, 2013 including certain arm's length transactions under
Fourth Proviso thereto
(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts/arrangements/transactions not at arm's length
basis:-
I. Name(s) of the Related Party and nature of relationship:- Not
Applicable
II. Nature of contracts/arrangements/transactions:- Not Applicable
III. Duration of the contracts/arrangements/transactions:- Not
Applicable
IV. Salient terms of the contracts/arrangements/transactions including
the value, if any:- Not Applicable
V. Justification for entering into such
contracts/arrangements/transactions:- Not Applicable
VI. Date(s) of approval by the Board:- Not Applicable
VII. Amount paid as advances, if any:- Not Applicable
VIII. Date on which the special Resolution was passed in general
meeting as required under first proviso to section 188:- The resolution has been passed in
AGM 30.09.2024 for the five financial year ended in 2029
2. Details of contracts/arrangements/transactions at arm's length
basis:- (' in Lakhs)
Maximum value of
contracts/arrangements/transactions for the Financial Year 2024-25 |
(contracts/arrangements/transactions
carried out in ordinary course of business) |
Nature of
contracts/arrangements/transactions |
Name of the Related
Parties and nature of |
Value of the contracts/ |
with the Related Parties |
relationship |
arrangements/ transactions
with each of the Related Party |
To sale goods and articles
and/or |
Globale Tessile Private
Limited (Associate) |
0.12 |
To get job work
done for party and/or |
M/s. Shah Jeetmal Champalal
(Associate) |
NIL |
| Mahalaxmi Fabric Mills
Limited (Associate) |
NIL |
To purchase goods and articles
and/or |
Mahalaxmi Exports Private
Limited |
1.20 |
To get job work done from
party and/or |
(Associate) |
|
To avail services from party
and /or |
Skyco Ventures (Associate) |
369.30 |
To provide services
to party and /or
To appoint to any office or place of profit (Including sell, purchase or
otherwise dispose/ acquire property if any kind and/or Letting/Leasing of property of any
kind) |
Mahalaxmi Calchem Private
Limited (Associate) |
0.05 |
| Anand Chem Private Limited
(Associate) |
5.78 |
| Yashovardhan R. Parekh
(Relative of Key Managerial Personnel) |
16.06 |
DIRECTORS/KMPS/Relatives of Directors and KMPS/Other Firms and
Companies in Which all or any of the following namely Shri Rahul J. Parekh, Shri Anand J.
Parekh, Shri Jeetmal B. Parekh, Shri Rajendra R. Mehta and Smt. Kalpana Kumari are
interested as per the provisions of Section 2(76) of the Companies Act, 2013.
I. Name of the Related Party and nature of relationship:- As provided
in the table above.
II. Nature of the contracts/arrangements/transactions:- As provided in
the table above.
III. Duration of the contracts/arrangements/transactions: 2024-25
IV. Salient terms of the contracts/arrangements/transactions including
the value, if any:- As provided in the table above.
V. Date of approval at the Board Meeting held on:- 13.08.2024.
VI. Amount paid as advance, if any:- Nil
VII. Justification for the Related Party Transactions held during the
F.Y. 2024-25: The transactions took place with the all the Related Parties are in ordinary
course of business and on arm's length basis. The Board has approved the same as disclosed
above and omnibus approval of the Audit Committee also has been taken. Further, there is
no adverse effect on interest of any Member, Financial Institution, Creditors or Society
at large because of these transactions.
Annexure - V
Details under Section 197 of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
A. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the Financial Year 2024-25 and the
percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary in the Financial Year 2024-25:-
Name of Directors |
Designation |
Ratio of remuneration of
the Directors to the median remuneration of the employees |
% increase in remuneration |
Shri Rahul J. Parekh |
Managing Director |
9.68:1 |
Nil |
Shri Anand J. Parekh |
Jt. Managing Director |
Not Applicable |
Not Applicable |
Shri Jeetmal B. Parekh |
Non-Executive Director |
Not Applicable |
Not Applicable |
Smt. Sangita S. Shingi |
Independent Director |
Not Applicable |
Not Applicable |
Shri Balveermal K. Singhvi |
Independent Director |
Not Applicable |
Not Applicable |
Shri Nehal M. Shah |
Independent Director |
Not Applicable |
Not Applicable |
The percentage increase in remuneration of the current Chief Financial
Officer and Company Secretary is Nil.
B. The percentage increase in the median remuneration of employees in
the Financial Year 2024-25:- Nil
C. There were 281 permanent employees on the rolls of Company as on
31st March, 2025.
D. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last Financial Year was Nil and
percentile increase in the managerial remuneration was Nil.
E. It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other employees.