To,
The Members,
INTERIORS & MORE LIMITED,
Mumbai,
Your Directors have pleasure in presenting their Annual Report of the
Company together with the Audited Statements of Accounts for the Financial Year ended 31st
March, 2025.
1. FINANCIAL RESULTS
Your Director's delightfully presents the 13th Annual
Report on the business and operation of the Company together with the Audited Financial
Accounts for the year ended 31st March, 2025.
|
|
|
|
(Rs. in lakh) |
| Particulars |
Standalone |
Consolidated |
|
Financial year ended March 31, 2025 |
Financial year ended March 31, 2024 |
Financial year ended March 31, 2025 |
Financial year ended March 31, 2024 |
| Revenue from Operations |
5,403.10 |
3,225.33 |
5,889.19 |
3,242.24 |
| Other Income |
22.19 |
11.30 |
23.95 |
11.30 |
Total Income |
5,425.29 |
3,236.63 |
5913.14 |
3,253.54 |
Total Expenses |
4,007.21 |
2,107.27 |
4330.68 |
2,220.94 |
| Profit Before Interest, Tax &
Depreciation |
1,610.82 |
1,314.83 |
1,779.67 |
1,220.37 |
| Less: Finance cost |
87.19 |
143.40 |
87.19 |
143.40 |
| Less: Depreciation |
105.55 |
41.80 |
110.01 |
44.36 |
Profit before Exceptional items &
Extraordinary Items |
1,418.08 |
1,129.36 |
1,582.47 |
1,032.61 |
Exceptional items |
- |
18.50 |
- |
18.50 |
Profit /(Loss) Before Tax |
1,418.08 |
1,110.87 |
1,582.47 |
1,014.11 |
| Less: Current Tax (including earlier years
tax) |
369.15 |
309.85 |
369.15 |
309.85 |
| Less: Deferred Tax Asset / (Liability) |
16.35 |
(0.39) |
16.35 |
(0.39) |
Profit after |
1,032.57 |
801.41 |
1,196.96 |
704.65 |
Earnings per share of Rs. 10/- |
|
|
|
|
Basic and Diluted |
14.76 |
15.00 |
17.11 |
13.19 |
2. RESULT HIGHLIGHTS
On a consolidated basis, the revenue from operation including other
income for the financial year 2024-25 was Rs. 5,913.14 (in lakhs), which is higher by
81.74% over the previous year's revenue of Rs. 3253.54 (in lakhs). The profit after
tax for the financial year 2025 stood at Rs. 1,196.96 (in lakhs) registering the growth of
69.87 % over the PAT of Rs. 704.65 (in lakhs) in financial year 2024
On a standalone basis, the revenue from operation including other
income for the financial year 2024-25 was Rs. 5,425.29 (in lakhs), which is higher by
67.62 % over the previous year's revenue of Rs. 3236.63 (in lakhs). The profit after
tax for the financial year 2025 stood at Rs. 1032.57 (in lakhs) registering the growth of
28.84 % over the PAT of Rs. 801.41 (in lakhs) in financial year 2024.
The above data has been extracted from the Audited Standalone and
Consolidated Financial Statements prepared in accordance with the Generally Accepted
Accounting
Principles in India (‘Indian GAAP') to comply with the
Accounting Standards specified under Section 133 of the Act and the relevant provisions of
the Act, as applicable. Your directors are hopeful that the performance of the Company
will further improve in the coming years.
3. DIVIDEND
Considering the Company's financial performance for the year
2024-25, the Company has declared and paid an amount of Rs. 0.25 per equity share towards
interim dividend for the financial year ended March 31, 2025.
On May 26, 2025, the Board of directors of Company has proposed a final
final subject to the approval of shareholders at the ensuing Annual
General Meeting to be held for the financial year 2024-25.
4. TRANSFER TO RESERVE
During the year, no amount was transferred to general reserve.
5. CHANGE IN SHARE CAPITAL
During the year under review, there have been no changes in share
capital of the Company.
Buy Back of Securities: The Company has not bought back any of its
securities during the year under review. Sweat Equity: The Company has not issued any
Sweat Equity Shares during the year under review.
Bonus Shares: No Bonus Shares were issued during the year under
review.
Shares with differential rights: The Company has not issued any
equity shares with differential rights during the year under review.
During the year under review, the Company has not made any
provision of money for the purchase of, or subscription for, shares in your Company or its
holding Company, to be held by or for the benefit of the employees of the Company and
hence the disclosure as required under Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is not required.
6. MAJOR EVENTS DURING THE FY 2024-25
During the financial year under review, the Company initiatives and
achieved notable undertookseveralsignificant milestones: -
a. The Company commissioned its self-owned integrated manufacturing
facility at Umbergaon, Gujarat, spread across of 2,00,000 sq. ft., which became partially
operational till financial year ended March 31, 2025 enabling enhanced production scale
and efficiency.
b. The Company strengthened its retail presence through the opening of
a Company-owned showroom in Pune (~7,300 sq. ft.) and a large-format franchise outlet in
Hyderabad (~20,000 sq. ft.) and Jaipur (~6,500 sq. ft.).
c. The Company showcased its products and capabilities at major
international exhibitions and conferences, including: i. Exotic Wedding Planning
Conference 2025 (EWPC 2025) (UAE); and ii. Ambiente 2025 (Frankfurt, Germany).
d. Expanded into leading online marketplaces such as
Amazon, Meesho, IndiaMART, and Myntra, thereby increasing accessibility
to a broader consumer base.
7. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the
business of the Company.
8. LISTING
The Equity Shares of the Company are listed on SME Emerge Platform of
NSE Limited w.e.f. 23rd February, 2024. The Company is regular in payment of
Annual Listing Fees. The Company has paid Listing fees up to the year 2024-25.
9. CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise Platform of
National Stock Exchange of India Ltd (NSE) is exempted from provisions of Corporate
Governance as per Regulation 15 of Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulation, 2015. Hence no Corporate Governance
report is disclosed in this Annual Report for the financial year 2024-25.
It is pertinent to note that the Company follows Majority of the
provisions of the Corporate Governance voluntarily.
10. CREDIT RATING
During the year under review, the Company has not obtained any credit
rating from any credit rating agencies.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
With the right balance of independent, executive, and non-executive
members, the board of the company is well-balanced and capable of making independent
decisions on matters of performance and strategy. It also plays an indispensable part in
board proceedings. The company's board of directors is made up of distinguished
people with years of experience and knowledge in their respective industries from a
variety of backgrounds. The board possesses 6 (six) directors as of
March 31, 2025, 3 (three) of whom act as executive directors,
3 (three) are non-executive and independent directors. The maximum
tenure of the independent directors is in compliance with the provisions of the Act.
None of the directors on the board holds the directorship in more than
20 (twenty) companies and out of them none of the directors holds the directorship in more
than 10 (ten) public companies at a time, pursuant to Regulation 165 of the Act.
Details regarding our Board of Directors as on the date 31st
March, 2025 are set forth in the table hereunder:
| Name of directors |
Designation |
Original Date of appointment |
Date of appointment in Current
Designation |
DIN |
| Mr. Manish Mohan Tibrewal |
Managing Director |
30/07/2012 |
31/10/2022 |
05164854 |
| Ms. Ekta Tibrewal$ |
Non- Executive Director |
30/07/2012 |
23/01/2025 |
01289275 |
| Mr. Rajat Vijender Singhal* |
Executive Director |
30/09/2022 |
30/09/2022 |
09660995 |
| Mr. Rahul Jhunjhunwala** |
Executive Director |
07/08/2018 |
23/01/2025 |
00527214 |
|
Chief Financial Officer |
· |
24/09/2024 |
· |
| Mr. Gopal Krishna Tharad |
Independent Director |
16/06/2023 |
16/06/2023 |
07361902 |
| Ms. Rupa Lachhiramka |
Independent Director |
16/06/2023 |
16/06/2023 |
08126792 |
| Mr. Jatin Amareliya # |
Company Secretary |
· |
28/12/2024 |
· |
During the year under review, following changes took place: -
$ The change in designation of Ms. Ekta Tibrewal from Executive
Director to Non-Executive Director was approved by the members of the Company through
postal ballot w.e.f. January 23, 2025.
* Mr. Rajat Vijender Singhal resigned from the position of Chief
Financial Officer of the Company with effect from September 23, 2024.
** Mr. Rahul Jhunjhunwala was appointed as Chief Financial Officer
of the Company with effect from September 24, 2024.
Further the change in designation of Mr. Rahul Jhunjhunwala from
Non-Executive Director to Executive Director was approved by the members of the company
through postal ballot with effect from January 23, 2025.
Further, Ms. Kuntal Sharma had resigned from the position of
Company secretary cum Compliance Officer with effect from May 31, 2024 and Ms. Tasneem
Marfatia was appointed for the position of Company Secretary cum Compliance Officer on
July 12, 2024 and resigned from the said position on September 30, 2024.
# Mr. Jatin Amareliya was appointed as Company Secretary cum
Compliance Officer of the Company with effect from December 28, 2024.
Pursuant to the provisions of Sections 149 and Section 152 read with
Schedule IV and all other applicable provisions of the Companies
Act, 2013 and the Companies (Appointment and Qualification of
Directors) Rules, 2014, Mr. Gopal Krishna Tharad (DIN: 07361902), Ms. Rupa Lachhiramka
(DIN: 08126792), continue as Independent Directors of the Company.
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that
they meet the criteria of their independence laid down in Section 149(6) of the Act.
Retirement by Rotation:
In terms of Section 152 of the Companies Act, 2013 Mr. Rahul
Jhunjhunwala (DIN: 00527214), Director of the Company is liable to retire by rotation at
the forthcoming Annual General Meeting and being eligible, offered himself for
re-appointment. The Board recommends re-appointment of Mr. Rahul Jhunjhunwala for the
consideration of the Members of the Company at the forthcoming
AGM. The relevant details including profile of Mr. Rahul Jhunjhunwala
is included separately in the Notice of AGM. The Board hereby confirms that Mr. Rahul
Jhunjhunwala is not debarred from the holding the office of director pursuant to any SEBI
order or any other authority.
The Board confirms that none of the Directors of the Company is
disqualified from being appointed as Director in terms of Section 164 of the Companies
Act, 2013 and necessary declaration has been obtained from all the Directors in this
regard.
12. MEETING OF THE BOARD OF DIRECTORS
During the year under review, 11 (Eleven) Board meetings were held. The
Date of Board meeting are as follows:
| 28/05/2024 |
04/06/2024 |
12/07/2024 |
23/08/2024 |
24/09/2024 |
30/09/2024 |
| 13/11/2024 |
23/12/2024 |
28/12/2024 |
12/02/2025 |
13/03/2025 |
· |
13. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST
ANNUAL GENERAL MEETING:
The attendance of the Directors at the Board Meeting and the Annual
General Meeting held during the financial year 2024-25 was as follows:
| Name of Director |
Board Meetings attended during the
financial year |
Whether attended last AGM. |
Other Directorships including this
listed company |
Other Committees Membership/
Chairmanship including this listed company |
| Mr. Manish Mohan Tibrewal |
7 |
Yes |
3 |
1 |
| Ms. Ekta Tibrewal |
8 |
Yes |
1 |
3 |
| Mr. Rajat Vijender Singhal |
10 |
Yes |
2 |
0 |
| Mr. Rahul Jhunjhunwala |
10 |
Yes |
1 |
1 |
| Mr. Gopal Krishna Tharad |
9 |
Yes |
1 |
4 |
| Ms. Rupa Lachhiramka |
10 |
Yes |
1 |
3 |
14. SECRETARIAL STANDARDS RELATING TO THE MEETINGS
The Institute of Company Secretaries of India (ICSI) has established
Secretarial Standards relating to the Meetings of the Board thereof and Annual General
Meetings. Approval of the Central Government under sub-section (10) of Section 118 of the
Companies Act, 2013 has been accorded to the Secretarial Standards (SS) namely SS-1 on
Meetings of the Board and SS-2 on General Meetings.
15. EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual
Return is uploaded on Company's website and can be accessed at www.inm.net.in.
16. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures concerning the remuneration of Directors, KMPs and
employees as per Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure
· I to this Report. Your directors affirm that the remuneration paid to Directors,
KMPs and employees is as per the remuneration policy of the Company.
No employee of the Company was in receipt of the remuneration exceeding
the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.
17. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD
Pursuant to the provisions of the Act, and SEBI Listing Regulations,
2015, the Nomination and Remuneration Committee (“NRC”) and the Board has
carried out the annual performance evaluation of the Board, its Committees and individual
Directors by way of individual and collective feedback from Directors. The Independent
Directors have also carried out annual performance evaluation of the Chairperson, the
non-independent directors and the Board as a whole.
The Company has devised a questionnaire to evaluate the performances of
Executive Directors, Independent Directors, Committees and Board as whole. Such
questionnaire is prepared considering the business of the Company, circumstances,
organization requirements and the expectations that the Board have from each of the
Directors. The above criteria are broadly based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on January 5, 2017.
18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
On March 31, 2025, the Company has 2 wholly owned subsidiaries namely
Interiors & More LLLC-SP, Dubai (Foreign Wholly Owned Subsidiary) and INM House Pvt
Ltd
(Indian Wholly Owned Subsidiary) and there has been no material change
in the nature of the business of the subsidiaries. There are no associates or joint
venture companies within the meaning of Section 2(6) of the Companies Act, 2013
(“Act”). Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries
in Form No. AOC-1 is annexed as Annexure-II.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the Company's website at www.inm.net.in.
19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, your
Company has put in place a system to familiarize its Independent Directors with their
roles, responsibilities in the Company, nature of the industry, business model, processes,
policies, technology, risk management systems of the Company, operational and financial
performance of the developments so as to enable them Companyandsignificant to take well
informed decisions in timely manner.
During the Financial Year 2024-25, familiarization programmes were
conducted and the Independent Directors were updated from time to time on continuous basis
on Company's business model, risks & opportunities, significant changes in the
regulations and duties and responsibilities of Independent Directors under the Act and
SEBI Listing Regulations and other matters.
Further, at the time of appointment of an independent director, the
Company had issued a formal letter of appointment outlining his/her role, functions,
duties and responsibilities as a director.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Board confirms that based on the declaration of Independence
received from each Independent Director, all Independent Directors fulfill the conditions
specified for independence as stipulated in Regulation 16 of the SEBI Listing Regulations,
as amended, read with Section 149(6) of the Act along with rules framed thereunder and are
independent of the Management. Further, the Independent Directors have also registered
their names in the Databank maintained by the Indian Institute of Corporate Affairs
(“IICA”), Manesar, Gurgaon as mandated in the Companies (Appointment and
Qualification of Directors), Rules, 2014.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act. None of the Independent Directors have any
other material pecuniary relationship or transaction with the Company, its Promoters, or
Directors, or Senior Management which, in their judgement, would affect their
independence.
In terms of Regulation 25(8) of the SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.
In the opinion of the Board, all Independent Directors possess
requisite qualifications, expertise, experience (including the proficiency) and hold high
standards of integrity required to discharge their duties with an objective independent
judgment and without any external influence.
Further, none of the Directors are related to each other.
21. SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of Companies Act, 2013 and other
applicable provisions of the Act and pursuant to the recommendation of Audit Committee,
the Board of Directors at its meeting held on May 28, 2024 appointed M/s. CS Satyajit
Mishra, Practicing Company Secretary, (C. P. No. 4997), was appointed as the Secretarial
Auditor of the Company for FY 2024-25 as per Section 204 of the Act, and rules made
thereunder.
The Secretarial Audit Report is annexed in the prescribed form MR - 3
as Annexure - III and forms part of this report.
The Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimer.
22. DISQUALIFICATION OF DIRECTORS
In compliance with Section 164(2) of the Act and the Companies
(Appointment and Qualification of Directors) Rules, 2014, the Company received and
reviewed the Form DIR-8 from each and every Director during the financial year 2024 2025.
This form certifies that none of the Directors of your Company are disqualified to hold
office as a director under the provisions of Section 164(2) of the Act, nor are they
barred from holding the office of a director by any order of the SEBI or any such
authority in accordance with SEBI letter dated June 14, 2018, and NSE circular dated June
20, 2018 on the subject “Enforcement of SEBI orders regarding appointment of
Directors by Listed Companies.”
23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Your Company has a Nomination and Remuneration Policy for Directors and
Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act
and Regulation 19 of SEBI Listing Regulations as approved by the Nomination and
Remuneration Committee and the Board.
The policy is available on the website of the Company at
https://inm.net.in/codes-policies.
24. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on
the basis of information placed before them, the Directors state that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b. Appropriate accounting policies have been selected and applied
consistently, and the judgments and estimates that have been made are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as on 31st
March, 2025 and of the profit of the Company for the said period;
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. The internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
f. There is a proper system to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
25. COMMITTEES OF OUR BOARD
The Board receives regular communication regarding policy-related
issues as well as other pertinent and important information.
The following committees have been constituted in terms of
SEBI (LODR) Regulations, 2015 and the Companies Act, 2013:
Audit Committee
Stakeholders' Relationship Committee
Nomination and Remuneration Committee Corporate Social
Responsibility Committee Internal Complaints Committee
Audit Committee
The Audit Committee acts as a link between the Statutory and Internal
Auditors and the Board of Directors where they are primarily responsible for accurate
financial reporting and strong internal controls. The Audit Committee plays a major role
in assisting the Board in fulfilling its oversight responsibilities of monitoring
financial reporting processes, reviewing the Company's established systems and
processes for internal financial controls, governance and reviewing the Company's
statutory and internal audit activities.
Our Company has constituted an Audit Committee (“Audit
Committee”), as per Section 177 of the Companies Act, 2013 read with its rules and
Regulation 18 of the SEBI (LODR) Regulation, 2015 and adheres to the terms of reference
prepared in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of the
SEBI (LODR) Regulation, 2015.
None of the recommendations made by the Audit Committee were rejected
by the Board.
The Company Secretary & Compliance Officer of our Company shall act
as the Secretary to the Audit Committee.
Meetings and Attendance of Audit Committee
As required under Regulation 18 of the SEBI (LODR) Regulation, 2015,
the Audit Committee shall meet at least 4 (four) times in a year, and not more than 120
(one hundred twenty) days shall elapse between two meetings.
The Audit Committee met 5 (Five) times during the financial year
2024-25 on May 28, 2024, August 23, 2024, September 24, 2024,
November 13, 2024 and March 13, 2025 and the attendance record of the
members are as follows:
| Sr No Name of the member |
Designation |
Category |
Attendance |
| 1 Mrs. Rupa Lachhiramka |
Chairman |
Independent Director |
5/4 |
| 2 Mr. Gopal Tharad |
Member |
Independent Director |
5/5 |
| 3 Mr. Rahul Jhunjhunwala |
Member |
Executive Director & CFO |
5/5 |
The role and responsibilities of the Audit Committee are described in
the Audit Committee Policy of the Company. The policy is available on the website of the
Company at https://inm.net.in/codes-policies.
Stakeholders' Relationship Committee
Our Company has constituted a shareholder / investors grievance
committee namely “Stakeholders' Relationship Committee” to redress
complaints of the shareholders. The Stakeholders' Relationship Committee was
constituted pursuant to the provisions of Regulation 20 of Listing Regulations and Section
178(3) of the Act.
None of the recommendations made by the Stakeholders Relationship
Committee were rejected by the Board.
The Stakeholders' Relationship Committee comprises:
| Sr No Name of the member |
Designation |
Category |
| 1 Ms. Ekta Tibrewal |
Chairman |
Non-Executive Director |
| 2 Mrs. Rupa Lachhiramka |
Member |
Independent Director |
| 3 Mr. Gopal Tharad |
Member |
Independent Director |
The Company Secretary & Compliance Officer of our Company shall act
as the Secretary to the Stakeholders' Relationship Committee.
Tenure
The Stakeholder's Relationship Committee shall continue to be in
function as a committee of the Board until otherwise resolved by the Board, to carry out
the functions of the Stakeholder's Relationship Committee as approved by the Board.
Meetings & Attendance of Stakeholder Relationship Committee
As required under Regulation 20 of the SEBI (LODR) Regulation, 2015,
The Stakeholder's Relationship Committee shall meet at least 1 (one) time in a
financialyear. The Chairperson of the Stakeholders Relationship Committee shall be present
at the annual general meetings to answer queries of the security holders.
The Stakeholders Relationship Committee met 4 (Four)
timesduringthefinancialyear 2024-25 on May 28, 2024, September 24,
2024, December 23, 2024 and March 13, 2025 and the attendance record of
the members are as follows:
| Sr No Name of the member |
Category |
Attendance |
| 1. Ms. Ekta Tibrewal# |
Non-Executive Director |
1/1 |
| 2. Mrs. Rupa Lachhiramka |
Independent Director |
4/3 |
| 3. Mr. Gopal Tharad |
Independent Director |
4/4 |
| 4. Mr. Rahul Jhunjhunwala* |
Non-Executive Director |
3/3 |
*Mr. Rahul Jhunjhunwala ceased to be a member of the Committee w.e.f.
January 23, 2025.
# Ms. Ekta Tibrewal was appointed as member of the Committee w.e.f.
January 23, 2025.
The roles and responsibilities of the Stakeholder Relationship
Committee is described in the Stakeholder relationship Policy. The policy is available on
the website of the Company at https://inm.net.in/codes-policies.
The status of investor grievance redressal mechanism as required under
the SEBI (LODR) Regulations, 2015 is filed with the Stock Exchange within twenty-one days
from the end of each quarter a statement giving the number of investor complaints pending
at the beginning of the quarter, those received during the quarter, disposed of during the
quarter and those remaining unresolved at the end of the quarter and the statement is
placed before the Committee and the Board periodically. There were no instances where the
grievance was not solved to the satisfaction of the shareholders.
During the year, the Company did not receive any complaints from the
shareholders of the Company.
Nomination and Remuneration Committee
Our Company has constituted a “Nomination and Remuneration
Committee” in accordance Section 178 of Companies Act, 2013 and
Regulation 19 of Listing Regulations.
None of the recommendations made by the Nomination and Remuneration
Committee were rejected by the Board.
The Nomination and Remuneration Committee comprises the following
Directors:
| Sr No Name of the members |
Designation |
Category |
| 1. Mr. Gopal Tharad |
Chairman |
Independent Director |
| 2. Ms. Rupa Lachhiramka |
Member |
Independent Director |
| 3. Ms. Ekta Tibrewal * |
Member |
Non-Executive Director |
* Ms. Ekta Tibrewal was appointed as member of the Committee w.e.f.
January 23, 2025.
Tenure
The Nomination and Remuneration Committee shall continue to be in
function as a committee of the Board until otherwise resolved by the Board.
Meetings
Pursuant to Regulation 19 of SEBI Listing Regulations and Nomination
and Remuneration Policy of the Company, the committee shall meet at least once in a
financial year in accordance with the regulations and the quorum for a meeting of the
nomination and remuneration committee shall be either two members or one third of the
members of the committee, whichever is greater, including at least one independent
director in attendance.
The Nomination and Remuneration
Committeemet6(Six)timesduringthefinancialyear 2024-25 on May 28, 2024, July 12, 2024,
September 24, 2024, September 30, 2024, December 23, 2024 and December
28, 2024 and the attendance record of the members are as follows:
| Sr No Name of the member |
Category |
Attendance |
| 1. Mr. Gopal Tharad |
Independent Director |
6/6 |
| 2. Mrs. Rupa Lachhiramka |
Independent Director |
6/5 |
| 3. Ms. Ekta Tibrewal# |
Non-Executive Director |
0/0 |
| 4. Mr. Rahul Jhunjhunwala* |
Non-Executive Director |
6/6 |
* Mr. Rahul Jhunjhunwala ceased to be a member of the Committee w.e.f.
January 23, 2025.
# Ms. Ekta Tibrewal was appointed as member of the Committee w.e.f.
January 23, 2025.
Company Secretary & Compliance Officer of our Company shall act as
the secretary to the Corporate Social Responsibility Committee. The roles and
responsibilities of the Nomination Remuneration Committee is described in the Stakeholder
relationship Policy. The policy is available on the website of the Company at
https://inm.net.in/codes-policies.
Corporate Social Responsibility Committee
The Company has constituted a Corporate Social Responsibility Committee
(CSR Committee) pursuant to provisions of Section 135 of Companies Act, 2013. The
Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to
the Board and the activities that the Company will engage in. The Corporate Social
Responsibility Committee shall recommend the amount of expenditure to be incurred on the
CSR activities to be undertaken by the company, monitor the CSR policy of the Company from
time to time and establish the transparent controlling mechanism for the implementation of
the CSR projects or programs or activities undertaken by the company as per the
requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR for
Corporate Governance.
None of the recommendations made by the CSR Committee were rejected by
the Board.
The Corporate Social Responsibility Committee comprises the following
members:
| Sr No Name of the members |
Designation |
Category |
| 1. Mr. Gopal Tharad |
Chairman |
Independent Director |
| 2. Mrs. Ekta Tibrewal |
Member |
Non-Executive Director |
| 3. Mr. Manish Mohan Tibrewal |
Member |
Managing Director |
Meetings
The Corporate Social Responsibility Committee met 2 (two) times during
the financial year 2024-25 on November 13, 2024 and
March 13, 2025 and the attendance record of the members are as follows:
| Sr No Name of the members |
Category |
Attendance |
| 1. Mr. Gopal Tharad |
Independent Director |
2/2 |
| 2. Ms. Ekta Tibrewal |
Non-Executive Director |
2/2 |
| 3. Mr. Manish Mohan Tibrewal |
Managing Director |
2/1 |
Company Secretary & Compliance Officer of our Company shall act as
the secretary to the Corporate Social Responsibility Committee.
The roles and responsibilities of the Corporate Social Responsibility
Committee is described in the Corporate Social Responsibility Policy. The policy is
available on the website of the Company at https://inm.net.in/codes-policies.
Internal Complaints Committee
An “Internal Complaints Committee” is constituted for our
Company by the Board to look into the matters concerning sexual harassment. The Internal
Complaints consists of the following members.
| Sr No Name |
Designation |
Designation in the Company |
| 1. Mrs. Ashwini Gondlekar |
Presiding Officer |
Executive Assistant to MD |
| 2. Mr. Suhas More |
Member |
Account manager |
| 3. Ms. Mayuri Nandiwadekar |
Member |
Graphic Designer |
| 4. Ms. Krupa Bharat Thakar |
Member |
Founding Member of NGO (We Can We Will) |
Tenure
The President and other members of the committee shall hold office for
such period, not exceeding 3 (three) years, from the date of their nomination as may be
specified by the employer.
Scope
This policy is applicable to employees, workers, volunteers,
probationer and trainees including those on deputation, part time, contract, working as
consultants or otherwise (whether in the office premises or outside while on assignment).
This policy shall be considered to be a part of the employment contract or terms of
engagement of the persons in the above categories.
Where the alleged incident occurs to our employee by a third party
while on a duty outside our premises, the Company shall perform all reasonable and
necessary steps to support our employee.
The Company has formulated a comprehensive policy on Prevention,
Prohibition and Redressal against Sexual Harassment of Women at Workplace, which is also
in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH”). The said policy has
been made available on the website of the Company.
Disclosure Under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act 2013
In accordance with Rule 8(5)(x) of the Companies (Accounts) Rules,
2014, the Company hereby confirm relating to the constitution of Internal Complaint
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and states the following information related to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the financial
year ended 31 st March, 2025:
| Sr No Particulars |
Status |
| 1. Complaints received |
NIL |
| 2. Complaints disposed |
NIL |
| 3. Complaints pending for more than 90 days |
NIL |
26. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
Your Company is dedicated to add value to every individual in the
country through its business by integrating societal, economic, environmental and
sustainable commitments. Business practices of the Company shall contribute to make the
world a better place. The main CSR objective of the Company for the financial year 2024-25
was animal welfare by providing shelter and sustenance to stray cows and cattle, to
enhance the well-being of infirm, their care.
Disclosures as required under Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are annexed to this
Report as Annexure · IV. The CSR Policy of the Company is also
hosted on the website of the Company at www.inm.net.in.
27. Disclosures Under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013
Your Company has zero tolerance for sexual harassment at workplace and
has formulated a comprehensive policy on Prevention, Prohibition and Redressal against
Sexual Harassment of Women at Workplace, which is also in accordance with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH”). The said policy has been made available on the website of
the Company.
Your Company has constituted an Internal Complaints Committee
(“ICC”) under the POSH and has complied with the provisions relating to the
same. All employees (permanent, contractual, temporary, trainees) are covered under this
Policy.
The constitution of ICC is as per the POSH Act and includes an external
member who is an independent POSH consultant with relevant experience.
In accordance with Rule 8(5)(x) of the Companies (Accounts) Rules,
2014, the Company hereby confirm the compliance of provisions relating to the constitution
of Internal Complaint Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and states the following information
related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 for the financial year ended 31 st March, 2025:
| Sr No Particulars |
Status |
| 1. Complaints received |
NIL |
| 2. Complaints disposed |
NIL |
| 3. Complaints pending for more than 90 days |
NIL |
28. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
In compliance with the Companies (Accounts) Second Amendment Rules,
2025, the Company confirms applicable provisions of the Maternity BenefitAct, 1961 during
the year 2024-25 and has extended all statutory benefits to eligible women employees
during the year.
29. GENERAL BODY MEETINGS
I. GENERAL MEETING
A. LOCATION AND TIME, WHERE LAST THREE AGMS WERE HELD
Following table details the particulars of the last Three Annual
General Meetings of the Company.
| Date of Meeting |
Venue |
Time |
Special Resolution passed |
| 30/09/2022 |
Registered Office |
2.30 P.M. IST |
· |
| 08/08/2023 |
Registered Office |
2.00 P.M. IST |
To consider and approve the alteration in
remuneration and term of remuneration of Mr. Manish Tibrewal as managing director of the
company; |
|
|
|
The alteration in remuneration and term of
remuneration of Mr. Rajat Vijender Singhal (DIN: 09660995), executive director of the
company; |
|
|
|
To consider and approve the remuneration of
Mrs. Ekta Tibrewal (DIN: 01289275), executive director of the company. |
| 21/09/2024 |
Through Video Conferencing/ Other Audio
Visual Means (VC/OAVM) and Remotely at the Registered Office of the Company |
2.00 P.M. IST |
To consider and approve the Loan and
investment by the company to subsidiary. |
B. Extra Ordinary General Meeting: - No extraordinary general meeting
of the members was held during FY 2024- 25.
II. Details of special resolution passed through postal ballot, the
persons who conducted the postal ballot exercise, details of the voting pattern and
procedure of postal ballot:
The Company sought the approval of the shareholders by way of a Special
Resolution through notice of postal ballot dated December 24, 2024 for: - Change in
designation of Mr. Rahul Jhunjhunwala (DIN: 00527214) from Non-Executive Director to
Executive Director.
Change in designation of Mrs. Ekta Tibrewal (DIN: 01289275) from
Executive Director to Non-Executive Director.
All the aforesaid resolutions were duly passed and the results of which
were announced on January 23, 2025.
M/s. Satyajit Mishra (Membership No. F5759), Practicing Company
Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by
voting through electronic means only (remote e-voting) in a fair and transparent manner.
Procedure for postal ballot: The postal ballot was carried out as per
the provisions of Sections 108 and 110 and other applicable provisions of the Act, read
with the Rules framed thereunder and read with the General Circular nos. 14/2020 dated
April 8, 2020, 17/2020 dated April 13, 2020 and subsequent circulars issued in this
regard, the latest being 9/2023 dated September 25, 2023, respectively issued by the
Ministry of Corporate Affair.
III. Details of special resolution proposed to be conducted through
postal ballot:
None of the businesses proposed to be transacted at the ensuing AGM
requires passing of a special resolution through postal ballot.
30. MEETING OF INDEPENDENT DIRECTORS
During the year under review, a meeting of the Independent Directors
was held on March 13, 2025. All Independent Directors were present at the meeting to: -
Review of the performance of the Non-Independent Directors and the Board of Directors
as a whole.
Review the performance of the Chairman of the Company, taking into
the account of the views of the Executive and Non- Executive Directors.
Assess the quality, content and timeliness of flow of information
between the management and the Board that is necessary for the Board to effectively and
reasonably perform its duties.
All the Independent Directors were present in the meeting.
31. POSTAL BALLOT
During the year, The Company sought the approval of the shareholders by
way of a Special Resolution through notice of postal ballot dated December 24, 2024 for:
-i. Change in designation of Mr. Rahul Jhunjhunwala (DIN: 00527214) from Non-Executive
Director to Executive Director. ii. Change in designation of Mrs. Ekta Tibrewal (DIN:
01289275) from Executive Director to Non-Executive Director.
All the aforesaid resolutions were duly passed and the results of which
were announced on January 23, 2025.
The Company provided electronic voting facility to all its members in
compliance with Regulation 44 of Listing Regulations and as per the provisions of Sections
108 and 110 of the Companies Act, 2013, (the Act), read with Rule 20 and Rule 22 of the
Companies (Management and Administration) Rules, 2014, as amended (Rules), read with the
General Circulars issued by the MCA (MCA Circulars).
The Company engaged the services of Bigshare Services Pvt Ltd.,
Registrar and Share Transfer Agents (RTA) of the Company for facilitating e-voting to
enable the Members to cast their votes electronically. The Board of Directors had
appointed M/s. Satyajit Mishra (FCS: 4997), Practicing Company Secretary as the
Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.
The Scrutiniser, after the completion of scrutiny, submitted his report to Mr. Manish
Tibrewal, Managing Director, who was duly authorised by the Chairperson to accept,
acknowledge and countersign the Scrutiniser's Report as well as declare the voting
results in accordance with the provisions of the Act, the Rules framed thereunder and the
Secretarial Standard - 2 issued by the Institute of Company Secretaries of India. The
results were displayed on the website of the Company and also communicated to National
Stock Exchange of India Limited (NSE).
32. MATERIALCHANGESANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the financial year of the Company to
which the financial statements relate and the date of signing of this report.
33. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
In pursuance to the provisions of Section 143(12) of the Act, the
Statutory Auditors had not reported any incident of frauds (other than those which are
reportable to the Central Government) to the Board of Directors of the Company during the
financial year under review.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under the Listing Regulation, Management
Discussion and Analysis Report is presented in the separate section and
forms an integral part of the Annual Report. A detailed review of the operations,
performance and future prospects of the Company and its businesses is given in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
35. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The details of Loans given, Investments made and guarantees given and
securities provided under the Section 186 of the Companies Act, 2013 have been provided in
the notes to the Financial Statements.
36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions undertaken by the Company during the financial year
2024-25 with related parties were on arm's length basis & in ordinary course of
business and in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI Listing Regulations. All such related party transactions were placed before the
Audit Committee for approval, wherever applicable. Further, The Company has not entered
any material transactions with the related party falling under the purview of section 188
of the Companies Act, 2013.
Accordingly, the details are not required to be given under AOC-2. The
Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at the
link: www.inm.net.in.
37. ENVIRONMENTAL LEGISLATIONS
The Company core activity is manufacturing and trading of artificial
flowers, plastic loose leaves, green mates and trading of decorative items such as vases,
plants, planters, wedding props, lights, furniture, fabric, chandeliers, candles,
fragrance, and other related decor items and selling them domestically and
internationally. We have an in-house manufacturing unit where we produce wide range of
decor products. Raw materials are sourced from both domestic and international suppliers
to meet our quality, design, and innovation requirements.
As our most of the raw material is plastic, provision of The Plastic
Waste Management Rules, 2016, The Municipal Solid Wastes (Management and Handling) Rules,
The Hazardous and other Wastes (Management & Transboundary Movement) Rules, 2016, is
applicable to the company. The Company is making every effort to conserve the usage of
plastic and for gainful utilization of waste and also address the waste disposal issue.
38. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8(3) of The Companies (Accounts) Rules, 2014, is described as follows: -
A. Conservation of Energy:
Your Company operates in an industry where the level of energy
consumption is relatively moderate. Nevertheless, your Company remains committed to
responsible energy management and sustainable operational practices, particularly in its
manufacturing and warehousing activities. Conservation of energy remains an integral focus
area, and the Company has adopted several initiatives to enhance energy efficiency and
reduce overall consumption.
I. Steps/Measures Taken for Conservation of Energy:
The Company ensures that the operations are conducted in the manner
whereby optimum utilization and maximum possible savings of energy is achieved.
II. Steps taken by the company for utilizing alternate sources of
energy;
A 350 kW rooftop solar power plant was installed at the Company's
Umbergaon facility located at Mamakwada,
Gujarat. This initiative is expected to reduce dependency on
non-renewable power sources, lower energy costs over the long term and promote the
Company's commitment to environmental sustainability by significantly reducing its
carbon footprint.
III. The Capital Investment on Energy Conservation Equipment's: -
In its continued efforts to enhance sustainability and reduce energy
consumption from conventional sources, the Company capital investment in renewable energy
hasmadea significant infrastructure during the year under review.
A 350 kW Solar Power Plant has been installed at the Company's
Umbergaon Unit, located at Mamakwada, Gujarat, at a total cost of Rs. 122.50 lakhs.
This said investment is expected to reduce dependency on non-renewable
power sources, lower energy costs over the long term and promote the Company's
commitment to environmental sustainability by significantly reducing its carbon footprint.
B. Technology Absorption (R&D, Adaptation and Innovation):
I. Efforts, in brief, made towards technology absorption, adaptation
and innovation: i. Upgradation of machinery and equipment at the manufacturing units
to improve production accuracy, reduce material wastage, and ensure consistency in
quality.
II. Benefits derived as a result of the above efforts: i. Enhanced
production accuracy resulting in higher consistency andfewerdefectsinthefinal . products
ii. Reduction in material wastage, leading to cost savings and improved environmental
sustainability. iii. Improved speed and efficiency of manufacturing processes, enabling
higher throughput and meeting increased demand. iv. Better product finish and quality,
strengthening brand reputation in both domestic and international markets. v. Lower
maintenance downtime, leading to better asset utilization and continuous operations. vi.
Upgrade of existing products.
III. in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
Not applicable.
IV. Expenditure incurred on Research and Development: NIL
C. Foreign Exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual Outflows: -
(in lakhs)
| Particulars |
2024-25 |
2023-24 |
| Foreign Exchange Earnings |
75.47 |
- |
| Foreign Exchange Outgo |
1343.02 |
748.96 |
| Foreign Exchange Gain |
7.79 |
2.32 |
39. RISKS MANAGEMENT
The Company has established a comprehensive Risk Management Policy that
encompasses risk mapping, trend analysis, risk exposure assessment, potential impact
evaluation, and a structured risk mitigation process. A detailed exercise is undertaken to
identify, evaluate, manage, and monitor both business and non-business risks. The Board
periodically reviews these risks and recommends measures to control and mitigate them
through a well-defined framework. While market conditions are expected to remain
competitive, the Company's future success will depend on offering improved products
through technological innovation and enhanced productivity. The Company continues to
invest in these areas to maintain its competitive edge.
At Interiors and More Ltd., we believe that effective risk management
is integral to achieving our strategic objectives and ensuring business continuity in a
dynamic and competitive environment. As one of India's leading wholesalers and
retailers of artificial flowers and decor products, our business is exposed to a wide
range of risks including market fluctuations, supply chain vulnerabilities, operational
challenges, regulatory changes, and reputational concerns.
Recognizing this, we have established a comprehensive risk management
framework that is aligned with industry best practices and tailored to the unique nature
of our operations. The Company has implemented a risk management and internal control
framework commensurate with its size. Efforts are ongoing to strengthen this framework
further. Detailed discussions on the risks faced by the Company and their mitigation
strategies are provided in the Management Discussion and Analysis report, which forms part
of the Annual Report.
40. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE
COMPANIES ACT 2013
During the year under review, The Company has not accepted any deposit
from the public/ members pursuant to Section 73 and Section 76 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as
on March 31, 2025, there are no deposits outstanding, except as required statutorily and
which have been unclaimed at the end of the year under review.
41. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT 2013
During the year under review the Company has not accepted any Deposits
within the ambit of Section 73 Chapter V of Companies Act, 2013 read with The Companies
(Acceptance of Deposits) Rules, 2014.
42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
During the year under review, significantand there are no material
orders passed by the regulators/courts or tribunals that could impact the going concern
status and operations of the Company in future.
43. INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY
The Company has a proper and adequate system of internal controls,
commensurate with the size scale and complexity of its operations. These have been
designed to provide reasonable assurance with regard to recording and providing reliable
financial and operational information, complying with applicable statutes, safeguarding
assets from unauthorized use, executing transactions with proper authorization and
ensuring compliance with corporate policies. In addition, there are operational controls
and fraud risk controls, covering the entire spectrum of internal financial controls.
To maintain the objectivity and independence, the Internal Audit
function carried out by the Internal Auditor of the Company reports to the Chairman of the
audit committee of the Board and to the Chairman and Managing Director.
The internal Audit department monitors and evaluates the efficiency and
adequacy of the internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit functions, process owner undertakes corrective actions in their
respective areas and thereby strengthenthecontrols.Significantaudit observations and
recommendations along with corrective actions thereon are presented to the audit committee
of the Board.
Adequacy of internal financial controls with reference to the financial
statements
The Company has internal Auditors and the Audit Committee in place to
take care of the same. During the year, the Company continued to implement their
suggestions and recommendations, if any to improve the internal control environment. Their
scope of work includes review of processes for safeguarding the assets of the Company,
review of operationalefficiency,effectiveness of systems and processes, and assessing the
internal control strengths in all areas. Internal Auditors findings are discussed with the
process owners and suitable corrective actions taken as per the directions of Audit
Committee on an ongoing basis to improve efficiency in operations.
44. AUDITORS & REPORT OF THE AUDITORS STATUTORY AUDITOR
Pursuant to Section 139 of the Act read with rules made thereunder, as
amended, M/s. Jay Gupta and Associates, Chartered Accountants (Firm Registration No.
329001E), were appointed as the Statutory Auditors of the Company for a term of five years
beginning from the conclusion of 11th Annual General Meeting held on till the
conclusion of 16th Annual General Meeting (AGM) to be held in the financial
year 2028-29.
As per the provisions of Section 139 of the Act, they have given their
consent for the appointment and confirmed that the appointment, if made, would be in
accordance with the conditions as prescribed under the Act and applicable Rules.
The Statutory Auditors have confirmed that they are not disqualified to
continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of
your Company. There are no qualifications, reservations or adverse remarks or disclaimers
made by Jay Gupta and Associates. (Firm Registration No. 329001E), Statutory Auditors, in
their Report on the accounts of the Company for the year under reference. The observations
made by them in their Report are self-explanatory and do not call for any further
clarifications from the Board.
The Notes to the financial statements referred in the Auditors'
Report are self-explanatory. The Auditor's Report is enclosed with the financial
statements forming part of this Annual Report.
45. COST AUDITORS
The Board of Directors has not appointed Cost Auditor owing to
non-applicability to appoint Cost Auditor in the Company specified by the Central
Government under sub-section (1) of section 148 of the Act and accordingly such accounts
and records are not made and maintained.
46. INTERNAL AUDITORS
Pursuant to provisions of section 138 of the Companies Act, 2013 and
other applicable provisions, if any, of the Act, pursuant to the recommendation of the
Audit Committee of the Company, the Board of Directors at its meeting held on May 28, 2024
has approved the appointment of M/s. Pankaj O
Goyal & Co., Chartered Accountant, (Registration No.111994) as the
Internal Auditors of the Company for the Financial Year 2024-25.
The Internal Auditors report their findings on the internal audit of
the Company, to the Audit Committee on a periodic basis. The scope of internal audit is
approved by the Audit Committee.
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Pankaj O Goyal & Co., in their report.
There were no serious observations found during the audit period from
April 01, 2024 to March 31, 2025.
47. VIGIL MECHANISM/ WHISTLER BLOWER POLICY
Over the years, your Company has built a reputation for conducting
business with integrity, maintaining a zero-tolerance policy towards unethical behaviors,
thereby fostering a positive work environment and enhancing credibility among
stakeholders.
The Company has a Vigil Mechanism/Whistle Blower Policy in line with
the provisions of the Section 177 of the Companies Act, 2013 read with Regulation 22 of
Listing Regulations. This policy provides adequate safeguards against unfair treatment to
its employees and various stakeholders and also provides for direct access to the Chairman
of the Audit Committee in exceptional cases. It also assures them of the process that will
be observed to address the reported violation, further the protected Disclosures and other
communication can be made in writing by an e-mail addressed to Chairman of the Audit
Committee. The Policy also lays down the procedures to be followed for filing complaints,
conducting investigations and taking disciplinary actions. It also provides assurances and
guidelines on confidentiality of the reporting process and protection from reprisal to
complainants. The Audit Committee oversees the functioning of this policy and no personnel
have been denied access to the Audit Committee of the Board.
We confirm that during the financial year 2024-25, no employee of the
Company was denied access to the Audit Committee. The said Whistle Blower Policy is
available on the website of the Company at www.inm.net.in.
48. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Our Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, the Company was not required to transfer the equity
shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to
provisions of Section 124 and 125 of the Act.
49. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
There was no application made and proceeding initiated / pending under
the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors
against your Company during the year under review. As on the date of this report, there is
no application or proceeding pending against your Company under the Insolvency and
Bankruptcy Code, 2016.
50. DIFFERENCE IN VALUATION DONE FOR ONE-TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING A LOAN FROM BANKS OR FINANCIAL INSTITUTIONS
During the year under review, your Company has not entered into
one-time settlement with any Bank or financial institution.
51. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company's Health and Safety Policy commits to comply with
applicable legal and other requirements connected with occupational Health, Safety and
Environment matters and provide a healthy and safe work environment to all employees of
the Company.
52. WEBSITE
In compliance with Regulation 46 of Listing Regulations, the company
maintains a fully functional website with the domain name https://www.inm.net.in. The
website serves as a comprehensive source of basic information about our company.
53. CAUTIONARY STATEMENT
The annual report including those which relate to the directors'
report, management discussion and analysis report may contain certain statements on the
Company's intent expectations or forecasts that appear to be forward-looking within
the meaning of applicable securities laws and regulations while actual outcomes may differ
materially from what is expressed herein.
54. ACKNOWLEDGEMENT
Our directors wish to place on record their appreciation and sincere
thanks to the State Governments, Government agencies, Banks & Financial Institutions,
customers, shareholders, vendors and other related organizations, who through their
continued support and co- operation have helped, as partners in the Company's
progress. Our directors, also acknowledge the hard work, dedication and Commitment of the
employees.
|
For and on behalf of the Board of Directors |
|
|
INTERIORS & MORE LIMITED |
|
|
sd/- |
sd/- |
|
Manish Mohanlal Tibrewal |
Rahul Jhunjhunwala |
| Date: 19/08/2025 |
Managing Director |
Director & Chief Financial Officer |
| Place: Mumbai |
DIN: 05164854 |
DIN: 00527214 |
|