For the Year 2024-2025
Dear Members,
Your Directors have pleasure in presenting the 28th Annual
Report together with the Audited Accounts of the Company for the year ended 31st
March, 2025.
FINANCIAL HIGHLIGHTS:
(H in Lakhs)
Particulars |
2024-2025 |
2023-2024 |
| Turnover and Other Income |
107041.48 |
82828.82 |
| Profit Before Taxation |
9462.15 |
5226.82 |
| Taxation/Deferred Tax |
3714.59 |
2742.33 |
| Profit /(Loss) after Tax |
5747.56 |
2484.49 |
| Other Comprehensive Income |
(18.44) |
(10.08) |
| Total Comprehensive Income |
5729.12 |
2474.41 |
| Earning Per Equity Share (Restated) |
6.56 |
2.84 |
PERFORMANCE REVIEW AND STATE OF COMPANY'S AFFAIR
During the year ended, the Company has reported revenue from operations
of H 105916.70 lakhs in its business as compare to H 81694.64 lakhs in last year
The Net Profit for the year ended March 31, 2025 stood at H 5747.56. lakhs as
compare to H 2484.49 lakhs in last year. The Earnings per share (Restated) for the year is
H 6.56.
CHANGE IN THE NATURE OF BUSINESS OF COMPANY
During the year under review, there is no change in the nature of
business of Company.
LISTING OF THE COMPANY
The Shares of your Company are listed on Platform of "National
Stock Exchange". The annual Listing Fees for the Year 2025-26 has been paid to the
exchange.
SHARE CAPITAL
As on March 31, 2025, the Company has authorized share capital of H
110,00,00,000 consisting of 11,00,00,000 Equity Shares of H10/- each.
As on 31st March 2025 the issued, subscribed and paid-up
capital of the Company is 87,62,69,400 Rupees comprising of 8,76,26,940 shares of 10/-
each.
ANNUAL RETURN:
The information required pursuant to the provisions of Section 134 (3)
(a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014, the Annual Return for the financial year
ended on March 31st, 2025 is available on the website of the Company viz.
http://www.mbapl.com
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations, the Business
Responsibility and Sustainability Report for the financial year ended 31st
March, 2025, is provided in Annexure I forming part of this report and the same is
also available on the website of the Company.
STATUTORY AUDITORS & STATUTORY AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates,
Chartered Accountants, was appointed as the Auditor of the Company for a period of 5
consecutive years till the conclusion of 30thAGM to be held in the year 2027.
The Auditor's Report is self-explanatory and therefore, does not call for any further
comments/ clarifications and Auditor's report does not contain any qualification,
reservation or adverse remarks.
SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013
and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014,
and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the
recommendation of Audit Committee approved appointment M/s Sourabh Bapna & Associates,
a practicing company secretary to undertake the Secretarial Audit of the Company for a
period of 5 consecutive years form financial year April 1, 2025 to March 31, 2030, subject
to approval of the Shareholders of the Company at the ensuing AGM. The Company has
received their consent for appointment.
The Secretarial Audit report for financial year 2024-25 received from
Sourabh Bapna & Associates is provided in Annexure II forming part of this
report. The Secretarial Audit report does not contain any qualification, reservation or
adverse remarks.
COST AUDITOR AND COST RECORD
The Company has made and maintained cost accounts and records as
specified by the Central Government under Section 148(1) of the Companies Act, 2013.
For the financial year 2024-25, M/s. K. C. Moondra & Associates,
Cost Accountant have conducted the audit of the cost records of the Company.
In accordance with the provisions of Section 148 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the
Audit Committee, the Board has appointed M/s K.C. Moondra & Associates, Cost
Accountants (Registration No. 101814), at such remuneration as shall be fixed by the board
of Directors of the Company to conduct the audit of the cost records of the Company for
the financial year ending 31st March, 2026. The appointment and the
remuneration of the cost Auditor is required to be ratified subsequently by the Members of
the Company.
Your Company is required to maintain cost records and accordingly, such
accounts and records are maintained.
INTERNAL AUDITOR & AUDITORS' REPORT
As per section 138 of The Companies Act 2013 read with Rule 13 of
Companies (Accounts) Rules, 2014, the company has Appointed Akshat Jain, Chartered
Accountants, as Internal Auditor to conduct Internal Audit for the Financial Year
2025-2026.The Company has received their consent for appointment. The Internal Audit
Report is received by the Company and the same is reviewed and approved by the Audit
Committee and Board of Directors for the year 2024-2025. All the observations made by the
Internal Auditors have been attended to.
INTERNAL CONTROL SYSTEM
The company has in place an adequate internal control system, which is
commensurate with the size, scale and complexity of the company. The Company uses the SAP
platform where-in the roles, responsibilities and authorities are well defined and no
deviation is allowed without management approval. The internal auditors independently
evaluate the adequacy of internal controls and concurrently audit the majority of the
transactions in value terms. Independence of the audit compliance is ensured by the
Internal Auditors to the Audit Committee of the Board.
REPORTING OF FRAUDS BY AUDITORS, IF ANY
No fraud has been reported by auditors under section 143 (12) of the
companies act 2013.
RESERVES
During the year under review, The Board of Directors of the Company has
not recommended for transfer of any amount to the Reserve from surplus for the Financial
Year ended March 31, 2025. An amount of 29977.02 Lakhs (previous year 24667.59 Lakhs) is
proposed to be held as Retained Earnings.
DIVIDEND & DIVIDEND POLICY
The Directors are pleased to recommend a final dividend of 0.50 per
share (i.e., 5%) on the Equity Shares of the Company of 10 each for the year ended March
31, 2025 (previous year 0.50 per share). The dividend payout is subject to the approval of
the members at the ensuing Annual General Meeting.
The Dividend payout for the Financial Year under review is in
accordance with the Company's Dividend Distribution Policy. In terms of Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made
available on the website of the Company viz. www.mbapl.com.
DEPOSITS
The Company has not accepted any deposits covered under section 73 of
the Companies Act, 2013.
NO DEFAULT
The company has not defaulted in payment of interest and/or repayment
of loan to any of the financial institutions and/or bank.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of the date of this report, the Company's Board comprised of 8
(Eight) Directors viz., 3(Three) Independent Non-Executive Directors, 1 (One) Women
Independent Non-Executive Director, 1 (One) Promoter and Managing Director, 1 (One) Whole
time Director & CFO, and 2 (Two) Promoter and Non-Executive Director. The Chairman of
the Board is also Promoter Non – Executive Director.
Retirement by Rotation
In accordance with provisions of Companies Act, 2013 and Company's
Articles of Association, Mr. Sourabh Gupta (DIN 07177647), Director of the Company, retire
by rotation and being eligible, offers himself for re-appointment. The Board recommends
his re-appointment.
Key Managerial Personnel
Mr. Pankaj Ostwal, Managing Director of the Company, Mr. Sourabh Gupta,
Whole Time Director & Chief Financial Officer and Ms. Pallavi Sukhwal, Company
Secretary of the Company were designated as Key Managerial Personnel of the Company
pursuant to Section 203 of the Companies Act, 2013.
Change in constitution of Board of Directors
Mrs. Shruti Babel (DIN: 07667313), was appointed as Independent
Director of the Company by the Members, for a period of five consecutive years in terms of
the provisions of Section 149 of the Act and Regulations 17 and 25 of SEBI Listing
Regulations. Accordingly, her first term of five years as Independent Director of the
Company, is due to expire and she is eligible for re- appointment as Independent Director
on the Board of the Company for a second term subject to the approval of the Members by a
Special Resolution.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The policy on appointment of directors, remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, which is a part of this report and is also available on the Company's website
at www.mbapl.com.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms
and conditions for appointment of the Independent Directors are incorporated on the
website of the Company.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and that they hold
highest standards of integrity.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors duly met 9 (Nine) times on 11th May
2024, 29th July 2024, 17th August 2024, 23th September
2024, 15th October 2024, 15th January 2025, 17th February
2025, 22th February 2025 and 24th March 2025 in F.Y. 2024-25 for
which proper notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose.
INSOLVENCY AND BANKRUPTCY CODE & ONETIME SETTLEMENT
The company does not make any application under the Insolvency and
Bankruptcy Code, 2016 and There is no proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016 (IBC Code). Further, there has not been any instance
of one-time settlement of the Company with any bank or financial institution.
PARTICULARS OF EMPLOYEES
The information required pursuant to the Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to
the median remuneration of the employees of the Company is provided in Annexure III
forming part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING
The details as required under section 134 (3) (m) of the Companies Act,
2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy,
Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure IV
forming part of this report.
PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186
The information required for loans given, investment made or guarantee
given or security provided during the year under section 186 of the Companies Act, 2013
read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is
provided in Annexure V forming part of this report and also provided in the
financial statement of the Company (please refer Notes of the balance sheet).
RISK MANAGEMENT
Proper Risk Management Practices have been followed for the purpose of
risk identification, analysis, and mitigation planning, monitoring, and reporting.
Although, all risks cannot be eliminated, but mitigation and contingency plans are
developed to lessen their impact if they occur.
The Company has constituted a Risk Management Committee, as per the
details set out in the Corporate Governance Report. The Company has formulated a Risk
Management Policy to ensure risks associated with the business operations are identified
and risk mitigation plans put in place. Details of the key risk associated with the
business are given in the Management Discussion and Analysis Report.
COMPLIANCE WITH THE SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI), as applicable.
RELATED PARTY TRANSACTION UNDER SECTION 188
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the
business. There are no materially significant related party transactions made by the
company during the financial year which were in the conflict of interest of the company.
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI
in Form AOC-2 and the same forms part of this report.
Related party transactions as required under the Indian Accounting
Standards are disclosed in Notes to the financial statements of the Company for the
financial year ended March 31, 2025. The Policy on Related Party Transaction is available
on the Company's website at https://www.mbapl.com
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis
Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure
Requirements) Regulations, 2015, is provided in Annexure VII and Annexure IX
respectively forming part of this report.
BOARD EVALUATION:
Pursuant to the relevant provisions of the Companies Act, 2013 and the
Listing regulations, the Board has carried out an annual performance evaluation of its
own, working of its Committees and the Directors. The Nomination and Remuneration
Committee has carried out evaluation of every Director. The Independent Directors
evaluated performance of the Non-Independent Directors, the Board as whole and the
Chairperson of the Company.
COMMITTEES OF BOARD:
The Board of Directors of your Company has constituted the following
committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosures Requirements), Regulation, 2015:
AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:
The Audit Committee of the Company consists of 2 Independent Directors
and 1 Executive Director. The Chairman of the Audit Committee is financially literate and
majority of them having accounting or related financial management experience. Company
Secretary acts as Secretary to the Committee. The following Directors are the members of
Audit Committee.
| (1) Shri Bheru Lal Ostwal |
Chairman |
| (2) Shri Sourabh Gupta |
Member |
| (3) Shri Paras Mal Surana |
Member |
During the year, the Committee had 4 Meetings i.e. on 11th
May 2024, 29 July 2024, 15 October 2024, 15 January 2025
NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:
In pursuant to the provisions of section 178 (4) of the Companies Act,
2013, the Nomination and Remuneration Policy recommended by the Nomination and
Remuneration committee is duly approved by the Board of Directors of the Company. Policy
is disclosed on the website of the Company viz. www.mbapl.com The following Directors are
the members of nomination and Remuneration Committee.
| (1) Shri Bheru Lal Ostwal |
Chairman |
| (2) Shri Gopal Inani |
Member |
| (3) Shri Paras Mal Surana |
Member |
The Committee meets as and when any remuneration is to be fixed for any
Director /Managing Director and Key Managerial Personnel. During the year the Committee
had a 3 Meetings i.e. on 11th May 2024, 17th August 2024, 15th
January 2025.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The following Committee of Directors looks after the Investor
Grievances:
| (1) Smt. Shruti Babel |
Chairman |
| (2) Shri Gopal Inani |
Member |
| (3) Shri Sourabh Gupta |
Member |
During the year the 2 Stakeholder Relationship Committee Meetings were
held on 11 May 2024, 29 July 2024.
CORPORATE SOCIAL RESPONSIBILITY:
In pursuant to the provisions of section 135 and schedule VII of the
Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a)
the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR
Projects or Programme to be undertaken by the Company as per CSR Policy for consideration
and approval by the Board of Directors. CSR Policy is disclosed on the website of the
Company viz. http://mbapl.com/pdf/CSR_Policy_MBAPL.pdf As per provision of new enacted
Company Act, 2013, the Board of Directors have formed Corporate Social Responsibilities
Committee having the following members: -
| (1) Shri Gopal Inani |
Chairman |
| (2) Shri Paras Mal Surana |
Member |
| (3) Shri Bheru Lal Ostwal |
Member |
Our Company considers social responsibility as an integral part of its
business activities and endeavors to utilize allocable CSR budget for the benefit of
society. As part of its initiatives under "corporate social responsibility"
(CSR), the company has contributed funds for eradicating hunger, poverty, promotion of
education and other activities as part of the CSR initiative. During the year the
Committee had 2 Meetings i.e. on 11 May 2024 and 15 October 2024.
Annual Report on Corporate Social Responsibility of the Company is
provided in Annexure VIII forming part of this report.
RISK MANAGEMENT COMMITTEE:
The Board of Directors of the Company have constituted a Risk
Management Committee to inter-alia, assist the Board in overseeing the responsibilities
with regard to identification, evaluation and mitigation of operational, strategic and
external environmental risks. The following Directors are the members of Risk Management
Committee.:
| (1) Shri Gopal Inani |
Chairman |
| (2) Shri Paras Mal Surana |
Member |
| (3) Shri Sourabh Gupta |
Member |
During the year, the 3 Risk Management Committee Meetings were held on
10 April 2024, 17 August 2024 and 15 January 2025.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has established vigil mechanism policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Company's Code of Conduct or Ethics Policy. Vigil Mechanism Policy is
disclosed on the website of the Company viz. http://mbapl.com/ pdf/Vigil-mechanism.pdf
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which this financial
statement relate on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or
Courts or Tribunal which would impact the going concern status of the Company and its
future operation.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
The Company does not have any Subsidiary, Joint Venture and Associate
Companies at the end of the year.
CREDIT RATINGS:
The Company's credit rating was reaffirmed during the year under
review. CRISIL Ratings Limited have reaffirmed the rating as follows:
1. For Long Term Bank facilities: CRISIL A/Stable (Reaffirmed)
2. For Short Term Bank facilities: CRISIL A1 (Reaffirmed)
TRANSFER OF UNCLAIMED DIVIDEND/SHARES/ UNCLAIMED BONUS SHARES TO
INVESTOR EDUCATION AND PROTECTION FUND
In respect of the dividend declared for the previous financial years H
112824.50 remained unclaimed as on March 31, 2025. Further, pursuant to provisions of
Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend
account for a period of 7 (Seven) years is required to be transferred by the Company to
the Investor Education & Protection Fund ("IEPF"). Accordingly, an amount of
H 3000 (Rupees Three Thousand) being dividend for the financial year 2017-18 lying
unclaimed for a period of 7 years will be transfer by the Company to the IEPF. Details of
the abovementioned unclaimed dividend/ shares transferred to IEPF have been uploaded on
the website of the Company, accessible at https://www.mbapl.com
DETAILS OF NODAL OFFICER
According to rule 7(2A), each company shall nominate a Nodal Officer,
who shall either be a Director or Chief Financial Officer or Company Secretary of the
Company. The Company had appointed Mr. Sourabh Gupta, Whole Time Director and Chief
Financial Officer of the Company as a Nodal Officer as per the above said rule.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Our Company has always believed in providing a safe and harassment free
workplace for every individual working in the Company premises. Company always endeavors
to create and provide an environment that is free from any discrimination and harassment.
The policy on prevention of sexual harassment at workplace aims at
prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants,
interns or contract workers irrespective of gender} and lays down the guidelines for
identification, reporting and prevention of undesired behaviour. The Company has duly
constituted internal complaints committee as per the said Act.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2024-2025.
No. of complaints received: Nil No. of complaints disposed off: Nil
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of
the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby
confirmed: a) That in the preparation of the Accounts for the Financial Year ended 31st
March 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of profit of the company for the year under review. c) That
the Directors have 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) That the Directors have prepared the accounts for the financial year
ended 31st March 2025 on a going concern basis. e) That the Directors have laid
down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively. f) That the directors had
devised proper system to ensure compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.
HEALTH, SAFETY AND QUALITY MANAGEMENT
Your Company is ISO 9001:2015 certified and maintains high quality of
product and processes and the company is conscious about its responsibility towards the
upkeep of environment and maintenance of high safety and health standards at its work
places.
ACKNOWLEDGEMENT
Your Company and its Directors are thankful to the Central and State
Government Departments, Organizations and Agencies for their continued guidance and
co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors,
Banks and other financial institutions/intermediaries for their excellent support and help
rendered during the year. The Directors also acknowledged the appreciation to the team of
executives, staff and workers, who have shown devotion and efficiency in performing their
jobs.