To
The Members,
MARC LOIRE FASHIONS LIMITED
Plot No 426/1 First Floor Rani Khera Road,
Village Mundaka, West Delhi, Delhi-110041, India
Dear Shareholders,
The Directors of your Company take pleasure in presenting their 12th
Annual Report on the operations of the Company and the Audited Financial Accounts of the
Company for the year ended 31st March, 2025.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE
COMPANY:
(Amount in Hundred)
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Revenue from Operations |
42,25,739 |
40,20,303 |
| Other Income |
20,678 |
20,314 |
Total Income |
42,46,417 |
40,40,617 |
| Purchase of Stock-in-Trade |
21,67,182 |
25,92,633 |
| Change in Inventory of FG, WIP and Stock in
Trade |
-2,41,581 |
-6,04,747 |
| Employee Benefit Expenses |
71,743 |
1,13,527 |
| Finance Cost |
16,207 |
3,547 |
| Depreciation & Amortization Expenses |
2,314 |
3,301 |
| Other Expenses |
15,95,425 |
13,81,829 |
Total Expenses |
36,11,289 |
34,90,089 |
| Current tax |
1,65,041 |
1,42,467 |
| Deferred Tax |
-449 |
-241 |
Profit/(Loss) after Tax |
4,70,535 |
4,08,301 |
| Earnings per share (Rs.) |
|
|
| Basic |
0.09 |
0.41 |
| Diluted |
0.09 |
0.41 |
2. REVIEW OF OPERATIONS
During the Financial Year 2024-25, the Company demonstrated meaningful
progress in its operational performance, achieving a notable increase in revenue,
reflecting early traction from our strategic growth efforts.
Operating revenue increased by 5.09%, rising to Rs. 42,46,417/- (figure
in Hundred) for the current financial year as compared to Rs. 40,40,617/- (figure in
Hundred) in the previous financial year. This upward trajectory was driven by enhanced
brand affinity, improved instore experiences, and a surge in demand via digital platforms.
The launch of new stores, combined with elevated interest in our premium grooming services
and product lines, notably contributed to this momentum.
In parallel, the Company's Net Profit for the year under review
amounted to Rs. 4,70,535/- (figure in Hundred) in the current year as compared to Profit
of Rs. 4,08,301/- (figure in Hundred) in the previous year.
Website
www.marcloire.com is the website of the Company. All the requisite
details, policy are placed on the website of the Company.
3. SHARE CAPITAL:
A) Authorized Capital:
During the Financial Year 2024-25, the authorized share capital of the
Company increased from Rs. 2,00,00,000/- (Rupees Two Crore Only) divided into 20,00,000
Equity Shares of Rs. 10/- (Rupees Ten) Each to Rs. 8,00,00,000/- (Rupees Eight Crores
Only) divided into 80,00,000 (Eighty Lakhs) Equity shares of Rs. 10 each.
B) Issued, Subscribed and Paid-up Capital:
During the Financial Year 2024-25, the paid-up Share Capital of the
Company increased from Rs. 1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000
Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 5,00,00,000/- (Rupees Five Crore only)
divided into 50,00,000 (Fifty Lakh) Equity shares of Rs. 10 Each. In Which Paid-up capital
of Rs. 4,00,00,000 was raised through the issue of Bonus Equity shares on 06/09/2024 in
the ratio of 4:1 by issue of 40,00,000 (Forty Lakh) equity share of Rs. 10 each
C) During the Financial Year 2024-25 Company has issued Bonus Shares.
D) During the Financial Year 2024-25 Company has not issued equity
shares with differential rights/ Buy Back of Securities/ Issue of Sweat Equity Shares /
Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees.
E) Issue of employee stock options
The Company has not issued any shares as employee stock options scheme
during the year under consideration.
DEMATERIALISATION OF EQUITY SHARES
All the Equity shares of the Company are in dematerialized form with
either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is
INE0TBQ01014.
4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
During the year under review, none of the companies have become or
ceased to be the associate/ subsidiary/ joint venture/ holding Company. There is no
requirement of web link of policy for determining ‘material' subsidiaries is
disclosed as Company has no subsidiaries during 2024-25.
5. STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS
The audited financial statements of the Company are drawn up on
standalone basis, for the financial year ended March 31, 2025, in accordance with the
requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified
under Section 133 of the Act, read with relevant Rules and other accounting principles.
The Company is not required to prepare the Consolidated Financial Statement.
6. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there is no change in the nature of
business of the Company.
7. TRANSFER TO RESERVES
During the Financial Year 2024-25, the Company has not made any amount
transferred to the General Reserves.
8. DIVIDEND
Your Board does not recommend any dividend on the equity shares of the
Company for financial year ended March 31, 2025 considering that the Company is in growth
stage and requires funds to support its growth objectives.
9. DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V
OF THE COMPANIES ACT, 2013
During the year under review, the Company has neither accepted any
deposits under the Companies Act, 2013 nor any deposits have remained unpaid or unclaimed
as at the end of the year or repaid during the year, save and except for the exempted
deposits as permitted under the provisions of Companies (Acceptance of Deposits) Rules,
2014.
10. DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL
During the financial year under review, there were following changes in
the directorship/KMP of the company.
On 10th April 2024, Mr. Atul Malhotra (DIN 07814724), joined
the board as an Non-executive Director. His appointment is expected to bring new insights
and strengthen oversight within the company.
On 26th August 2025, Mr. Vasant Kuber Soni was appointed as
the Company Secretary of the company. This appointment brought a fresh addition to the key
management team, the same was for taking on the responsibility of ensuring compliance with
statutory and regulatory requirements. On the same day, Mr. Vasant Kuber Soni assumed an
additional role as Compliance Officer, adding to his duties as Company Secretary. This
dual responsibility highlights Vasant's growing involvement in the company's
compliance and governance matters.
On 26th August 2025, Mr. Rachit Choudhary was appointed as
the Chief Financial Officer (CFO). His appointment as CFO positioned her as a vital member
of the financial leadership team, responsible for overseeing the financial operations of
the Company.
On 28th August 2024, Mr. Arvind Kamboj (DIN: 09624208), who
was appointed as the director (Executive) was redesignated and appointed for the role of
Chairman and Managing Director of the Company.
On the same day, 28th August 2024, Mrs. Shaina Malhotra,
holding DIN 06809352, was appointed as a Whole-Time Director (WTD) of the Company.
Also, on 28th August 2024, the board welcomed two new Independent
Directors. Mr. Saurabh Shashwat (DIN:10074130), was appointed as an Independent Director,
Non-executive, bringing in external oversight and expertise. Alongside him, Ms. Rojina
Thapa (DIN 10362834), was also appointed as an Independent Director. Their appointments
enhance the board's independence and governance, providing diverse perspectives to
the company's leadership.
Below is a chronological summary of the recent changes in the
company's leadership and key management positions, presented in a tabular format for
clarity:
S.no. Name of Directors/ KMP |
Designation |
DIN |
Date of Appointment/ Resignation |
Appointment/ Resignation/ Change in
Designation |
| 1. Atul Malhotra |
Director (Non-Executive Director) |
07814724 |
10/04/2024 |
Appointment |
| 2. Vasant Kuber Soni |
Company Secretary and Compliance officer |
|
26/08/2024 |
Appointment |
| 3. Rachit Choudhary |
CFO |
-- |
26/08/2024 |
Appointment |
| 4. Arvind Kamboj |
Chairman & Managing Director |
09624208 |
28/08/2024 |
Change in Designation |
| 5. Shaina Malhotra |
WTD |
06809352 |
28/08/2024 |
Change in Director |
| 6. Saurabh Shashwat |
Independent Director |
10074130 |
28/08/2024 |
Appointment |
| 7. Rojina Thapa |
Independent Director |
10362834 |
28/08/2024 |
Appointment |
All the Independent Directors of your Company have submitted their
declaration confirming that they meet the criteria of ‘Independence' as
prescribed under the Act and the Listing Regulations and are not disqualified from
continuing as Independent Directors. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience and
expertise and they have highest standards of integrity. The Independent
Directors of the Company have confirmed compliance with the relevant provisions of Rule 6
of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The
Nomination and Remuneration Committee has adopted principles for identification of Key
Managerial Personnel, Senior Management including the executive directors. The policy of
the Company on appointment and remuneration includes criteria for determining
qualifications, positive attributes and independence of a director. The same is also
available on the website of the Company at https://www.marcloire.com.
DISCLOSURES BY DIRECTORS
The Board of Directors has submitted notice of interest in Form MBP 1
under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)
and declarations as to compliance with the Code of Conduct of the Company.
Certificate of Non-Disqualification of Directors received from M/s. MRS
& Associates, Practicing Company Secretary is annexed to the Board's Report as
"Annexure VI".
11. NUMBER OF MEETING OF THE BOARD:
There were 9 meetings of Board of Directors and 5 Audit committee
meetings held during the financial year 2024-25. The status of the attendance of the Board
of Directors are as follows:
S. No Name of Directors |
No. of Board Meetings entitled to attend |
No. of Board Meeting attended |
| 1. Arvind Kamboj |
9 |
9 |
| 2. Shaina Malhotra |
9 |
9 |
| 3. Atul Malhotra |
8 |
8 |
| 4. Saurabh Shashwat |
4 |
4 |
| 5. Rojina Thapa |
4 |
4 |
The status of the attendance of the Audit Committee Meeting are as
follows:
S. No Name of Directors |
No. of Audit Committee Meeting Held |
No. of Audit Committee Meeting Held |
| 1. Saurabh Shashwat |
4 |
4 |
| 2. Rojina Thapa |
4 |
4 |
| 3. Arvind Kamboj |
4 |
4 |
12. COMMITTEES OF THE BOARD:
AUDIT COMMITTEE
As on 31st March, 2025, the Audit Committee comprised of following
Members:
DIN |
Name |
Designation |
| 10074130 |
Mr. Saurabh Shashwat |
Chairman |
| 10362834 |
Ms. Rojina Thapa |
Member |
| 09624208 |
Mr. Arvind Kamboj |
Member |
Majority of the Members of the Committee are Independent Directors and
possess accounting anc financial management knowledge. All the recommendations made by the
Audit Committee are accepted and implemented by the Board of Directors.
NOMINATION & REMUNERATION COMMITTEE
As on 31st March, 2025, the Nomination & Remuneration Committee
comprised of following Members:
DIN |
Name |
Designation |
| 10074130 |
Mr. Saurabh Shashwat |
Chairman |
| 10362834 |
Ms. Rojina Thapa |
Member |
| 07814724 |
Mr. Atul Malhotra |
Member |
STAKEHOLDER RELATIONSHIP COMMITTEE
As on 31st March, 2025, the Stakeholder Relationship Committee
comprised of following Members:
DIN |
Name |
Designation |
| 07814724 |
Mr. Atul Malhotra |
Chairman |
| 10362834 |
Ms. Rojina Thapa |
Member |
| 09624208 |
Mr. Arvind Kamboj |
Member |
13. DECLARATION BY INDEPENDENT DIRECTORS:
In terms of the provisions of section 149 of the Act and the Listing
Regulations, 2015, the independent directors on the Board of your Company as on the date
of this report are Mr. Saurabh Shashwat and Ms. Rojina Thapa.
The Company has received declaration pursuant to section 149(7) of the
Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors
stating that they meet the criteria of independence as provided in section 149(6) of the
Act read with regulations 16 and 25 of the Listing Regulations, 2015.
The independent directors have also confirmed compliance with the
provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the
independent director's databank of the Indian Institute of Corporate Affairs.
The Board of Directors of your Company have taken on record the said
declaration and confirmation submitted by the independent directors after undertaking due
assessment of the veracity of the same in terms of regulation 25 of the Listing
Regulations, 2015. In the opinion of the Board, the independent directors fulfil the
conditions specified in the Act as well as the Rules made thereunder read with the Listing
Regulations, 2015 and have complied with the code for independent directors prescribed in
Schedule IV to the Act.
14. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors of the Company was held on
3rd March, 2025. At the meeting, the Independent Director of the company
reviewed the performance of the Non-Independent Directors and the Board as a whole;
reviewed the performance of the Chairman of the Company, taking into account the views of
the Executive and Non-executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed their satisfaction with the overall
performance of the Directors and the Board as a whole.
15. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION
178;
In compliance with the requirements of Section 178 of the Act, SEBI
Listing Regulations, 2015 and any other re-enactment(s) for the time being in force, the
Company has laid down a Nomination and Remuneration Policy which has been uploaded on the
Company's website.
Nomination and Remuneration Policy is available at the website of the
Company https://www.marcloire.com. The Board has adopted Nomination and Remuneration
policy for selection and appointment of Directors and Key Managerial Personnel and to
decide their remuneration. The Nomination and Remuneration policy of the company acts as a
guideline for determining, inter alia, qualifications, positive attributes and
independence of a director, matters relating to the remuneration, appointment, removal and
evaluation of the performance of the Directors and Key Managerial Personnel.
The salient features of the NRC Policy are as under:
1) Setting out the objectives of the Policy
2) Definitions for the purposes of the Policy
3) Policy for appointment and removal of Director, KMP and Senior
Management
4) Policy relating to the Remuneration for the Managerial Personnel,
KMP, Senior Management Personnel & other employees
5) Remuneration to Non-Executive / Independent Director.
16. INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of employees have enabled
the Company to remain at the
leadership position in the industry. It has taken various steps to
improve productivity across organization.
17. REGISTERED OFFICE OF THE COMPANY
There was no change in the Registered Office of the Company during the
Financial Year under review.
The present address of the Registered Office is as follows:
Plot No 426/1 First Floor Rani Khera Road, Village Mundaka, West Delhi,
Delhi-110041, India.
18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
The Company has formulated a Programme for Familiarization of
Independent Directors with regard to their roles, rights, responsibilities, nature of the
industry in which the Company operates, the business model of the Company etc. The details
of the Familiarization Programmes conducted by the Company during the last financial year
are available on the website of the Company at https://www.marcloire.com.
During the year under review, there was no change in the nature of
business of the company and its business vertical/ structure/operational strategy, etc.,
which would have necessitated fresh Familiarization Programme for Independent Directors.
19. CORPORATE GOVERNANCE
The Company is listed on SME Emerge Platform of BSE dated 7th
July 2025, The disclosure requirements as prescribed under Para C of the Schedule V of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
(‘LODR)' are not applicable to the Company pursuant to Regulation 15(2) of the
LODR as the Company is listed on the SME Exchange.
20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM,
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy that provides a formal
mechanism for all employees of the Company to approach to the person mention in the policy
and make protective disclosures about the unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct.
The Whistle Blower Policy is displayed on the website of the Company,
https://www.marcloire.com.
21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the financial year under review,
i. The Company increased its Authorised share capital from Rs.
2,00,00,000/- (Rupees Two Crore Only) divided into 20,00,000 equity shares of Rs. 10 each,
to Rs. 8,00,00,000 (Rupees Eight Crore Only) divided into 80,00,000 Equity shares of Rs.
10 Each on 10/04/2024.
ii. The Company issue Bonus Equity share of Rs. 4,00,00,000 divided
into 40,00,000 fully paid of Rs. 10/- each in the proportion of 4:1 i.e. 4 (Four) new
equity shares of Rs. 10/- each for every 1 (One) existing equity share of Rs. 10/- on
06/09/2024.
iii. The Company converted from a private limited company to a public
company limited w.e.f., 16/07/2024.
Further, following changes have been occurred between the end of the
financial year to which this financial statements relate and the date of the report
i. The Company is listed on SME Emerge Platform of BSE dated 7th
July 2025. The Company managed to raise Rs. 2100 Lakhs by initial public offer of
21,00,000 equity shares of Rs. 10/- each through its prospectus. Further 21,00,000 Equity
Shares of face value of Rs. 10/- each were available under the Offer at Issue Price of Rs.
100/-. The Offer opened for subscription on 30th June 2025 and closed on July 02, 2025
Other than those mentioned above, there were no material changes and
commitments affecting the financial position of the Company occurred between the end of
the financial year to which these financial statements relate and the date of the report.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the
Directors, based on the representations received, confirm that -
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures.
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the loss of the Company for that period;
3. They have taken proper and sufficient care 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;
4. The annual accounts have been prepared on a going concern basis.
5. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2024-25, the Company entered into
transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which
were in the ordinary course of business and on arm's length basis and in accordance
with the provisions of Companies Act, 2013 read with the Rules issued thereunder.
The details of the related party transactions are set out in the Notes
forming part of Financial Statement of the Company.
The Form AOC -2 pursuant to Section 134 (3) (h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure
-I to this report.
25. PARTICULARS OF EMPLOYEE UNDER SECTION 197(12):
Details as required under the provisions of section 197(12) of the Act
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of
directors and KMP to median remuneration of employees and percentage increase in the
median remuneration are annexed to this Directors' Report as ‘Annexure
II'.
Further, a statement containing details of top ten employees in terms
of the remuneration drawn and other specified employees as required under the provisions
of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this
Directors' Report. In terms of the provisions of section 136 of the Act, the report
is being sent to the members excluding the aforesaid statement. This statement will be
made available by email to members of the Company seeking such information. The members
can send an email to It shall also be kept open for inspection by any member at the
registered office of the Company during business hours.
26. AUDITORS AND AUDITOR'S REPORT
Statutory Auditor
Pursuant to provisions of Section 139 of the Companies Act 2013 and
rules framed there under, The Company at its 10th Annual General Meeting held on 30th
September, 2023 had appointed M/s. S P M G & Company, Chartered Accountants (ICAI Firm
Registration no. 509249C) as the Statutory Auditors of the Company for a period of 5
(five) years commencing from the conclusion of 10th Annual General Meeting till the
conclusion of the 15th Annual General Meeting to be held in the year 2028.
Auditors Report
During the year under review, no frauds have been occurred or noticed
and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
The Auditors' Report for the Financial Year ended 31st March, 2025 on the financial
statements of the Company is a part of this Annual Report. The Statutory Auditors Report,
being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call
for any further information(s), explanation(s), or comments from the Board under Section
134(3)(f)(i) of the Companies Act, 2013.
Secretarial Auditors and their Report
Pursuant to the provisions of section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M R S &
Associates, Company Secretaries (Firm Unique Code S2019DE678300), holding a valid
certificate issued by the Peer Review Board (Certificate No. 2517/2022) of the Institute
of Companies Secretaries of India (ICSI), was appointed as the secretarial auditor of the
Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 for the
financial year 2024-25 is annexed to this Directors' Report as ‘Annexure
III'. The said Secretarial Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer.
During the year under review, the Secretarial Auditors did not report
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
27. REPORTING OF FRAUDS BY AUDITORS
During the Year under review, the Statutory Auditors have not reported
under section 143(12) of the Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which need to be reported in the
Board's Report.
28. MAINTENANCE OF COST RECORDS
The maintenance of cost accounts and records as prescribed under
Section 148(1) of the Companies Act, 2013 is not applicable to the Company.
29. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on 31st
March, 2025 shall be placed on our website https://www. marcloire.com/ in accordance with
Section 92(3) of the Companies Act, 2013 read with Companies (Management and
Administration) Rules, 2014.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company's internal control system is commensurate with the
activities and functions carried out by the Company.
INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING
During the financial year under review, the company requirement for
Internal Financial Control over financial reporting is now applicable to our company
following its conversion from a private limited company to a public limited company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors had laid down internal financial controls to be followed
by the Company and such policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The Audit Committee evaluates the internal financial
control system periodically.
31. RISK MANAGEMENT POLICY
The Board of Directors of the Company has adopted a Risk Management
Policy which aims at enhancing shareholders' value and providing an optimum
risk-reward tradeoff. The risk management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.
32. LOANS, GUARANTEES OR INVESTMENTS
The particulars of loan given, investment made, guarantee given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized as per the provisions of Section 186 of the Act are provided in
the standalone financial statements. (please refer to note no. 11 of the Standalone
financial statements).
33. INFORMATION REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is doing its best efforts to give high priority to energy
conservation by opting for more power efficient replacements. Particulars of Energy
Conservation / Technology Absorption and Foreign Exchange earnings and out go as per
Section 134(3)(m) of Companies Act, 2013 are given as an Annexure IV to this
report.
34. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act') and Rules framed
thereunder. All employees (including trainees, apprentices and probationers) of the
Company at all its locations are covered in this policy.
Internal Complaints Committee (‘ICC') is in place to redress
complaints of sexual harassment and the Company has complied with the provisions relating
to the constitution of ICC under the PoSH Act.
During the financial year under review, no complaints were filed
pertaining to sexual harassment of woman employee in terms of the PoSH Act, the following
is the summary of the complaints received and disposed - off during the financial year
2024-25:
No. of complaints received: NIL
No. of complaints disposed of: Not Applicable
No. of complaints pending: Nil
Your Company holds a strong commitment to provide a safe, secure and
productive work environment to all its employees. The Company strives to ensure that every
employee is informed and compliant with all statutory policies and practices. PoSH
awareness and sensitization are an integral part of this process.
35. DISCLOSURE REGARDING COMPLIANCE W.R.T THE
MATERNITY BENEFITS ACT 1961
The Company hereby states that it was Compliant with Maternity Benefits
Act, 1961 during the Financial Year 2024-25.
36. CORPORATE SOCIAL RESPONSIBILITY:
Your Company's CSR initiatives align with the core purpose afore
stated by prioritizing in areas of skilling, education, environment sustainability and
health.
The detailed information on CSR initiatives undertaken by your Company
during the financial year ended 31 March 2025 is provided in the report on Management
Discussion and Analysis, which forms part of this Annual Report. The Annual Report on CSR
activities pursuant to the provisions of section 134 and 135 of the Act read with rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the
Companies (Accounts) Rules, 2014 is annexed to this Directors' Report as ‘Annexure
V''.
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No application is made during the Financial Year 2024-25 by or against
the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code
2016.
38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS:
Your company has not made any one time settlement with any of its
lenders.
39. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD
AND ANNUAL GENERAL MEETINGS
During the year, your Company has complied with applicable Secretarial
Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors"
and "General Meetings", respectively.
40. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules),
amount referred under Section 125 (2) shall be credited to Investor Education and
Protection Fund. However, there were no such amounts which are covered under the said
section 125 read with the applicable rules that needed to be transferred to IEPF.
41. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR,
FORCED LABOUR, INVOLUNTARY LABOUR
No cases of child labour, forced labour, involuntary labour and
discriminatory employment were reported in the last financial year.
42. AUDIT COMMITTEE, NOMINATION AND REMUNERATION
COMMITTEE AND STAKEHOLDER RELATIONSHIP COMMITTEE
Audit Committee, Nomination, Remuneration Committee, Internal
Complaints Committee (ICC), Stakeholder relationship committee are required to be
constituted.
The detail of Audit Committee, Nomination and Remuneration Committee, ,
Stakeholder relationship committee, Internal Complaints Committee (ICC) and vigil
mechanism are on the website of the Company https://www.marcloire.com/investors.
43. PREVENTION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015 ("Insider Trading
Regulations"), as amended, your Company has adopted a ‘Code of Practices &
Procedures for fair disclosure of Unpublished Price Sensitive Information'(UPSI) to
regulate, monitor and report trading by designated persons in listed securities of your
Company ("the Code").
The Code aims at preserving and preventing misuse of UPSI. All
Designated Persons of your Company are covered under the Code, which provides inter alia
for periodical disclosures and obtaining pre-clearances for trading in securities of your
Company. PAN based online tracking mechanism for monitoring of the trade in your
Company's securities by the "Designated Persons" and their relatives is in
place to ensure real time detection and taking appropriate action, in case of any
non-compliance with the provisions of the Code.
The Board, designated persons and other connected persons have affirmed
compliance with the Code.
44. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The management discussion and analysis report for the financial year
2024-25, in accordance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented as a separate statement in the annual report. This report
offers a consolidated perspective on economic, social, and environmental aspects material
to our strategy and our ability to create and sustain value for our stakeholders. It
includes reporting requirements as stipulated by Regulation 34(2)(e) read with Schedule V
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
45. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis as explained in the Corporate Governance Report,
describing the Company's objectives, projections, estimates and expectations may
constitute ‘forward looking statements' within the meaning of applicable laws
and regulations. Actual results might differ materially from those either expressed or
implied in the statement depending on the circumstances.
46. ENCLOSURES:
a. Annexure - I: AOC -2.
b. Annexure - II: Particulars of employees;
c. Annexure - III: Secretarial Auditors Report in Form No. MR-3;
and
d. Annexure - IV: Conservation of Energy, Technology Absorption
and Foreign Exchange
Earnings and Outgo
e. Annexure - V: Report on CSR Activities
f. Annexure - VI: Certificate of non-disqualification of
directors
47. APPRECIATION
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, adaptability, integrity and continuous improvement
in all functions and areas as well as the efficient utilization of the Company's
resources for sustainable and profitable growth.
48. ACKNOWLEDGEMENT:
Your directors wish to place on record their appreciation for the
co-operation and support extended by the Share Holders, various authorities, banks,
dealers and vendors. The Directors also acknowledge with gratitude the dedicated efforts
and valuable contribution made by all the employees of the Company.
| For and on behalf of |
MARC LOIRE FASHIONS LIMITED |
|