|
To,
The Members,
Quest Flow Controls Limited
The Board of Directors of the Company have great pleasure in presenting
the 09th Board's Report of the Company together with Audited Financial
Results for the year ended March 31, 2025. This report states compliance as per the
requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards,
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and other rules and
regulations as applicable to the Company.
1. FINANCIAL PERFORMANCE:
The highlight of the financial performance of the Company for the year
ended March 31, 2025 is summarized as follows:
STANDALONE:
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from Operations |
6,110.33 |
6,314.46 |
| Other Income |
47.63 |
17.81 |
| Total Income |
6,157.96 |
6332.27 |
| Cost of Material Consumed |
3,404.61 |
1703.65 |
| Purchase of Stock-m-trade |
330.84 |
2305.55 |
| Changes In Inventories |
41.23 |
-202.52 |
| Employee Benefits Expenses |
604.34 |
427.35 |
| Financial Cost |
81.41 |
86.89 |
| Depreciation and amortisation expenses |
343.53 |
116.11 |
| Other Expenses |
559.56 |
603.22 |
| Total Expenses |
5,365.52 |
5040.26 |
| Profit/(Loss) before Tax |
792.44 |
1292.01 |
| Less: Exceptional items |
- |
- |
| Profit/(Loss) before Tax |
792.44 |
1292.01 |
| Provision for Taxation (Net) |
164.84 |
386.74 |
| Profit/(Loss) after tax |
627.60 |
905.27 |
| Other Comprehensive income for the financial year |
- |
- |
| Total Comprehensive income/(loss) for the financial year |
- |
- |
| Earnings per Equity Share ( ) - Face value of 10/- each |
6.18 |
8.91 |
CONSOLIDATED:
| Particulars |
FY 2024-25 |
| Revenue from Operations |
6721.24 |
| Other Income |
73.10 |
| Total Income |
6797.34 |
| Cost of Material Consumed |
3623.81 |
| Purchase of Stock-m-trade |
692.76 |
| Changes In Inventories |
-142.12 |
| Employee Benefits Expenses |
691.57 |
| Financial Cost |
81.41 |
| Depreciation and amortisation expenses |
344.26 |
| Other Expenses |
608.37 |
| Total Expenses |
5900.06 |
| Profit/(Loss) before Tax |
894.28 |
| Less: Exceptional items |
- |
| Profit/(Loss) before Tax |
894.28 |
| Provision for Taxation (Net) |
209.88 |
| Profit/(Loss) after tax |
684.41 |
| Profit/(Loss) from Associate |
-4.90 |
| Profit/(Loss) for the period |
679.51 |
| Other Comprehensive income for the financial year |
- |
| Total Comprehensive income/(loss) for the financial year |
- |
| Earnings per Equity Share ( ) - Face value of 10/- each |
6.69 |
2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:
BUSINESS OVERVIEW
Our Company, Quest Flow Controls Limited is engaged in the business of
supplying of valves, actuators, Strainers and remote-control valves systems to the
industries both in domestic and international markets. We supply mainly to Naval, Oil and
gas industries, Power, Refineries and General Industries, both in domestic and
international markets.
Our Company is engaged in the business of assembling, buying, selling,
distributing, importing, exporting or otherwise dealing in products like valves,
actuators, remote control system, control cabinets, tanks, visualization system, piping,
pumps, fittings, gaskets, flanges and measurement devices. We also deal in installation,
maintaining, servicing or otherwise handling of equipment and services that control and
manage all products like valves, actuators, remote control system, control cabinets,
tanks, visualization system, piping, pumps, fittings, gaskets, flanges and measurement
devices.
Our Company has been accredited with various quality certifications
such as ISO 14001:2015, ISO 9001: 2015, and ISO 45001: 2018 certified by TUV Austria,
certifying the design, development, manufacturing, supplying, marketing, sales and
servicing of all types of valves, control valves, actuators, strainers, fluid control,
management systems and related accessories.
FINANCIAL PERFORMANCE OVERVIEW:
ON STANDALONE BASIS:
During the year under review, the Company has earned a total revenue of
Rs. 6,110.33 Lakhs for the year ended March 31, 2025 as against Rs. 6,314.46 Lakhs in the
previous financial year.
The Company has recorded a profit (PBT) of Rs. 792.44 Lakhs for the
year ended March 31, 2025 as compared to Rs. 1292.01 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025
stood at Rs. 627.60 Lakhs as compared to Rs. 905.27 Lakhs in the previous financial year.
ON CONSOLIDATED BASIS:
During the year under review, the Company has earned a total revenue of
Rs. 6721.24 Lakhs for the year ended March 31, 2025 as against Rs. 6314.46 Lakhs in the
previous financial year.
The Company has recorded a profit (PBT) of Rs. 894.28 Lakhs for the
year ended March 31, 2025 as compared to Rs. 1292.02 Lakhs in the previous financial year.
The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025
stood at Rs. 679.51 Lakhs as compared to Rs. 905.27 Lakhs in the previous financial year.
3. DIVIDEND/ TRANSFER TO RESERVES:
The Dividend policy for the year under review has been formulated and
taking into consideration of growth of the Company and to conserve resources, the
Directors do not recommend any Dividend for the year ended March 31, 2025.
In Financial year 2024-25 the reserve maintained with the Company is
Rs. 5,627.59 Lakhs while in the year 2023-24 reserve was Rs. 4,999.98 Lakhs.
Your Company has not transferred the profits for year ended March 31,
2025 to Reserves and Surplus.
4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS
REPORT:
(i) Pursuant to Special Resolution passed at the Extra Ordinary General
Meeting of the Company held on 25th June, 2025, the Company has changed its
name from "Meson Valves India Limited" to "Quest Flow Controls
Limited".
(ii) The Company has Increased its Authorised Share Capital from Rs.
11,00,00,000 to Rs. 12,00,00,000 by way of passing an Ordinary Resolution at the Extra
Ordinary General Meeting of the Company held on 25th June, 2025.
(iii) The Company has Considered and Approved the issuance of 97,561
Equity Shares and also the Board has approved the allotment of 97,561 Equity Shares on
Preferential Basis for Consideration in Cash by way of passing a Special Resolution at the
Extra Ordinary General Meeting of the Company held on 25th June, 2025.
(iv) The Company has Considered and Approved the issuance of 9,85,080
Convertible Warrants and also the Board has approved the allotment of 9,02,780 Convertible
Warrants on Preferential Basis for Consideration in Cash by way of passing a Special
Resolution at the Extra Ordinary General Meeting of the Company held on 25th
June, 2025.
Apart from the above-mentioned changes, there have been no material
changes and commitments affecting the financial position of the Company which have
occurred between the date of the Balance Sheet and the date of this Report.
5. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling
within the purview of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under
review.
6. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the
financial year ended March 31, 2025.
7. CAPITAL STRUCTURE:
AUTHORIZED SHARE CAPITAL
There is no Change in the Authorized Share Capital during the year
under review.
The Authorized Share Capital of the Company as on March 31, 2025 was Rs
11,00,00,000/- divided into 1,10,00,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
There is no Change in the Issued and Paid-Up Capital during the year
under review.
The paid-up Equity Share Capital as on March 31, 2025 was Rs.
10,16,00,620/- divided into 1,01,60,062 Shares of Rs. 10/- each.
8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE
COMPANY AND JOINT VENTURES:
As on March 31, 2025 following are the list of Holding, Subsidiary,
Associate Company and Joint Ventures of the Company.
| Sr. No. Particulars |
Status |
| 1. H2O Dynamics India Limited |
Subsidiary |
| 2. TAMR Alloys Private Limited |
Subsidiary |
| 3. Nibe Meson Naval Limited |
Associate |
9. LISTING OF SHARES:
The Company's shares are listed on BSE SME platform with ISIN
INE0OYE01013 & Script Code: 543982.
10.DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of Board of Directors and Key Managerial Personnel
(KMP) of the Company as on March 31, 2025 were as follows:
| Sr. No Name of Director |
Designation |
Appointment/ Resignation/Change in Designation |
Date of Appointment/ Cessation/ Change in
Designation |
| 1. Brijesh Madhav Manerikar |
Chairman and Managing Director |
No Change |
30/11/2021 |
| 2. Swaroop Raghuvir Natekar |
Whole-Time Director |
No Change |
30/11/2021 |
| 3. Kunal Atul Bora |
Non-executive Director |
Resignation |
12/12/2024 |
| 4. Lalit Varshney |
Additional Non-Executive Director |
Appointment |
12/12/2024 |
| 5. Lalit Varshney |
Non-Executive Director |
Change in designation |
09/03/2025 |
| 6. Kishor Dhondu Makvan |
Non-Executive Director |
No Change |
12/06/2023 |
| 7. Soundararajan Balasubramanian |
Non-Executive Independent Director |
No Change |
12/06/2023 |
| 8. Snehal Satyendra Vyas |
Non-Executive, Independent Director |
No Change |
12/06/2023 |
| 9. Sanjay Vasant Patil |
Non-Executive, Independent Director |
No Change |
12/06/2023 |
| 10. Vijaya E Shahapurkar |
Chief Financial Officer |
Appointment |
05/05/2023 |
| 11. Anand Lohia |
Company Secretary and Compliance Officer |
Resignation |
28/05/2024 |
| 12. Ankit Jain |
Company Secretary and Compliance Officer |
Appointment |
05/08/2024 |
| 13. Kishor Dhondu Makvan |
Chief Executive Officer |
Appointment |
01/06/2024 |
11.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfil the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013.
The Independent Director have complied with the Code of Conduct for
Independent Directors prescribed in Schedule IV of the Act. In view of the available time
limit, those Independent Director who are required to undertake the online proficiency
self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, had committed to perform the test within time
limit stipulated under the act. The Company has received declarations from all Independent
Directors of the Company confirming that they continue to meet the criteria of
Independence as prescribed under Section 149 of the Companies Act 2013.
12.BOARD AND COMMITTEE MEETING:
Number of Board Meetings
The Board of Directors met 08 times during the financial year ended
March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made
there under. The intervening gap between two Board Meeting was within the period
prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed
quorum was presented for all the Meetings and Directors of the Company actively
participated in the meetings and contributed valuable inputs on the matters brought before
the Board of Directors from time to time.
13.COMMITTEES OF THE BOARD:
The Company has four committees viz; Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee which has been established as a part of the better Corporate
Governance practices and is in compliance with the requirements of the relevant provisions
of applicable laws and statutes.
I. Audit Committee:
The Audit Committee of the Company is constituted under the provisions
of section 177 of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Soundararajan Balasubramanian |
Chairman |
| 2. Sanjay Vasant Patil |
Member |
| 3. Snehal Satyendra Vyas |
Member |
| 4. Brijesh Madhav Manerikar |
Member |
All the recommendation made by the Audit Committee in the financial
year 2024-25 was approved by the Board.
Further the Committee members met 05 times during the year for
conducting the Meeting.
II. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee of the Company is
constituted under the provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Soundararajan Balasubramanian |
Chairman |
| 2. Sanjay Vasant Patil |
Member |
| 3. Snehal Satyendra Vyas |
Member |
All the recommendation made by the Nomination & Remuneration
Committee in the financial year 2024-25 was approved by the Board.
Further the Committee members met 04 time during the year for
conducting the Meeting.
III. Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted
under the provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Soundararajan Balasubramanian |
Chairman |
| 2. Sanjay Vasant Patil |
Member |
| 3. Snehal Satyendra Vyas |
LIGN='RIGHT'>Member |
Further the Committee members met 01 time during the year for
conducting the Meeting.
IV. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company is
constituted under the provisions of section 135 of the Companies Act, 2013.
Composition of the Committee:
| Sr. No. Name |
Designation |
| 1. Sanjay Vasant Patil |
Chairman |
| 2. Brijesh Madhav Manerikar |
Member |
| 3. Swaroop Raghuvir Natekar |
Member |
| 4. Kishor Dhondu Makvan |
Member |
Further the Committee members met 01 time during the year for
conducting the Meeting.
V. Shareholder's Meeting
| Sr. No. General Meeting Date/ Postal Ballot |
Business Transacted in the Meeting |
Type of Meeting |
|
1. Adoption of Audited Standalone Financial Statements; |
|
|
2. Appointment of Kunal Atul Bora (DIN: 09598387) as
Non-Executive Director, liable to retire by rotation; |
|
| 1. September 30, 2024 |
3. Appointment of Statutory Auditor; |
AGM |
|
4. Approval of Charges for service of documents on the
shareholders; |
|
|
5. Approval for Material Related Party Transactions with M/s
H2O Dynamics India Limited; |
|
|
6. Approval for Material Related Party Transactions with M/s
Milindpra Castings Private Limited. |
|
|
1. Increasing the Remuneration of Mr. Brijesh Madhav
Manerikar, Chairman and Managing Director of the Company; |
|
|
2. Increasing the Remuneration of Mr. Swaroop Raghuvir
Natekar, Whole Time Director of the Company; |
|
| 2. November 23, 2024 |
3. Increasing the Remuneration of Mr. Kishor Dhondu Makvan,
Executive Director and CEO of the Company; |
Postal Ballot |
|
4. Remuneration to Directors exceeding the Overall Managerial
Remuneration limit as per the provisions of Section 197 of the Companies Act 2013. |
|
| 3. March 09, 2025 |
1. To Regularize the Appointment of Additional Director, Mr.
Lalit Varshney (DIN: 10689838) as Director (Non-Executive) of the Company; |
Postal Ballot |
14.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
CSR provides an opportunity to the Companies to effectively align its
values and strategy for the benefits of the society, by contributing to the social,
economic and environmental development of the society at large.
Since the Board of Directors in their meeting held on September 06,
2024, has constituted the Corporate Social Responsibility Committee of the Company as per
the above provisions of the Companies Act, 2013. The composition of Committee is as
follow.
| Sr. No. Name |
Designation |
| 1. Sanjay Vasant Patil |
Chairman |
| 2. Brijesh Madhav Manerikar |
Member |
| 3. Swaroop Raghuvir Natekar |
Member |
| 4. Kishor Dhondu Makvan |
Member |
Further the Board of directors has also approved the CSR policy
formulated in accordance with the Act (as amended from time to time), guides the Company
to serve the society.
The CSR policy may be accessed under the Investor section on the
website of the Company at link www.mvi.ltd.
CSR activities forming part of this Report is attached as Annexure E.
15.NOMINATION AND REMUNERATION POLICY:
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board, among others, will enhance the quality of
decisions by utilizing different skills, qualifications, professional experience and
knowledge of the Board members necessary for achieving sustainable and balanced
development. In terms of SEBI Listing Regulations and Act, the Company has in place
Nomination & Remuneration Policy.
The said policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Executive, Non-Executive and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re- enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual directors including the chairperson and the
Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded
on the website of your Company www.mvi.ltd
16.CORPORATE GOVERNANCE REPORT:
Since the Company is listed on SME platform of BSE., the provisions of
Corporate Governance are not applicable on the Company.
17.FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/ brochures,
reports and internal policies to enable them to familiarize with the Company's
procedures and practices, the website link is www.mvi.ltd.
18.ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act and the SEBI Listing
Regulations, a structured questionnaire was prepared for evaluating the performance of
Board, its Committees and Individual Director including Independent
Directors. The questionnaires were prepared after taking into
consideration the various facets related to working of Board, its committee and roles and
responsibilities of Director. The Board and the Nomination and Remuneration Committee
reviewed the performance of the Individual Directors including Independent Directors on
the basis of the criteria and framework adopted by the Board. Further, the performance of
Board as a whole and committees were evaluated by the Board after seeking inputs from all
the Directors on the basis of various criteria. The Board of Directors expressed their
satisfaction with the evaluation process. In a separate meeting of Independent Directors,
the performance of Non-Independent Directors, performance of Board as a whole and
performance of the Chairman was evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors.
19.VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud, but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct.
It provides direct excess to the employees of the Company to approach
the Compliance Officer or the Chairman of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers are accorded complete protection from any
kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the
website of the Company at www.mvi.ltd.
20.RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the
risk management plan for the Company. The Audit Committee has additional oversight in the
area of financial risk and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on continuing basis.
21.PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The details of loans, guarantees or investments covered under Section
186 of the Companies Act, 2013 are given in the Note to the Financial Statements.
22.MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any
regulators, courts, tribunals impacting the going concern status and Company's
operations in future.
23.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE ACT:
All related party transactions that were entered into during the Period
under review, were on arm's length basis and in the ordinary course of business. No
materially significant related party transactions which required the approval of members,
were entered into by the Company during the Period under review. Further, all related
party transactions entered by the Company are placed before the Audit Committee for its
approval.
The particulars of the contracts or arrangements entered by the Company
with related parties as referred to in Section 134(3)(h) read with section 188(1) of the
Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as Annexure-A.
24.AUDITORS:
STATUTORY AUDITORS
M/s Bilimoria Mehta & Co., Chartered Accountants, (Firm
Registration No. 101490W) were appointed as the statutory auditors of the Company at the
08th Annual General Meeting of the Company for a term of five consecutive years
i.e., from F.Y. 2024-25 to 2028-29, who shall hold office from the conclusion of 08th
Annual
General Meeting till the conclusion of the 13th Annual
General Meeting to be held in the year 2029, in terms of provisions of section 139(8) of
the Act.
Further the Statutory Auditors have submitted their Report on the
Financial Statements for the financial year ended March 31, 2025, which forms part of this
Report. Also, there is no qualifications, reservations or adverse remarks made by the M/s
Bilimoria Mehta & Co., Statutory Auditor of the Company in their Audit Report for the
year under review.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
has appointed M/s. Nikunj Kanabar & Associates, Practicing Company Secretary, as
Secretarial Auditors of the Company for the year under review.
There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their report.
The said Secretarial Audit report is annexed as Annexure-B and
forms part of this report.
INTERNAL AUDITORS
During the year under review, the Board of Directors of Company in
their meeting held on May 20, 2024 has appointed Vijaya E Shahapurkar as Internal Auditor
of the Company for F.Y. 2024-25 to conduct the internal audit of the various areas of
operations and records of the Company.
AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
Statutory Auditor's Report: There are no qualifications,
reservations or adverse remarks made by Statutory Auditors in the Auditor's report. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company under subsection (12) of section 143 of the Companies Act, 2013, during the year
under review.
The notes on accounts referred to the Auditors' Report are
self-explanatory and therefore, do not call for any further explanation.
Secretarial Auditor's Report: There are no qualifications,
reservations or adverse remarks made by Secretarial Auditors in the Secretarial Auditor'
report.
25.EXTRACTS OF ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual
Return as on 31st March, 2025 is available on the
Company's website www.mvi.ltd.
26.MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis (MDA) Report is
included in this Report as Annexure - C.
27.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The provisions of Section 134(3)(m) of the Companies Act, 2013
regarding the conservation of energy, technology absorption, foreign exchange earnings and
outgo are not applicable to the Company considering the nature of activities undertaken by
the Company during the year under review.
28. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure-D
which forms part of this Report.
29.HUMAN RESOURCES
The relations with the employees and associates continued to remain
cordial throughout the year. The Directors of your Company wish to place on record their
appreciation for the excellent team spirit and dedication displayed by the employees of
the Company.
30.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work
environment to its employees. There exist at the group level an Internal Complaint
Committee (ICC') constituted under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group
is strongly opposed to sexual harassment and employees are made aware about the
consequences of such acts and about the constitution of ICC. During the year under review,
no complaints were filed with the Committee under the provisions of the said Act in
relation to the workplace/s of the Company.
31.COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
32.MAINTENANCE OF COST RECORD:
The provisions relating to maintenance of cost records as specified by
the Central Government under sub section (1) of section 148 of the Companies Act, 2013,
were not applicable to the Company upto March 31, 2025 and accordingly such accounts and
records were not required to be maintained.
33.ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:
The Company has in place adequate Internal Financial Controls with
reference to financial statements. During the year under review, such controls were tested
and no reportable material weakness in the design or operation was observed.
34.GREEN INITIATIVES
In compliance with Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report
2024-25 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company/Depositories. Members may note that the Notice and Annual
Report 2024-25 will also be available on the Company's website www.mvi.ltd.
35.INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in
terms of Insolvency and Bankruptcy Code 2016.
36.DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 (the
Act'), with respect to Directors Responsibility Statement it is hereby confirmed: a)
The Financial Statements of the Company - comprising of the Balance Sheet as at March 31,
2025 and the Statement of Profit & Loss for the year ended as on that date, have been
prepared on a going concern basis following applicable accounting standards and that no
material departures have been made from the same;
b) Accounting policies selected were applied consistently and the
judgments and estimates related to these financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025, and, of the profits and loss of the Company for the year
ended on that date;
c) Proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;
d) Requisite Internal Financial Controls to be followed by the Company
were laid down and that such internal financial controls are adequate and operating
effectively; and
e) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
37.ACKNOWLEDGEMENTS:
Your directors place on Record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your directors
also Acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.
| For and on behalf of the Board |
|
| QUEST FLOW CONTROLS LIMITED |
|
| SD/- |
SD/- |
| BRIJESH MADHAV MANERIKAR |
SWAROOP RAGHUVIR NATEKAR |
| MANAGING DIRECTOR |
WHOLE-TIME DIRECTOR |
| DIN: 05154847 |
DIN: 05154850 |
| DATE: 05-09-2025 |
|
| PLACE: GOA |
|
|