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Artson Engineering Ltd.

BSE: 522134 Sector: Engineering
NSE: ARTSONENGG ISIN Code: INE133D01023
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VOLUME 75987
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52-Week low 43.00
P/E 9.32
Mkt Cap.(Rs cr) 259
Buy Price 0.00
Buy Qty 0.00
Sell Price 70.30
Sell Qty 6.00
OPEN 73.30
CLOSE 74.00
VOLUME 75987
52-Week high 84.90
52-Week low 43.00
P/E 9.32
Mkt Cap.(Rs cr) 259
Buy Price 0.00
Buy Qty 0.00
Sell Price 70.30
Sell Qty 6.00

Artson Engineering Ltd. (ARTSONENGG) - Director Report

Company director report

To the Members

The Board presents the 38th Annual Report of Artson Engineering Limited (theCompany or AEL) along with the audited financial statements for the year ended 31stMarch 2017.

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the India Accounting Standards (‘Ind AS')notified under the Companies (Indian Accounting Standards) Rules 2015 with effect fromApril 1 2016. Financial statements for the year ended and as at March 31 2016 have beenrestated to conform to Ind AS.

1. FINANCIAL RESULTS

Particulars

Amount (Rs. in Lakhs)

2016-17 2015-16
Gross Turnover (including Other Income) 11095.06 12010.52
Profit before Interest and Depreciation (EBIDTA) 1062.37 726.54
Finance Charges 403.47 368.36
Depreciation and Amortization 90.52 188.74
Total Expenditure 10526.68 11841.08
Net Profit Before Tax (PBT) 568.38 169.44
Less: Provision for Tax (2148.95) -
Net Profit After Tax (PAT) 2717.33 169.44
Other Comprehensive income 0.64 16.94
Total Comprehensive income 2717.97 186.38
Balance of Profit brought forward (6592.22) (6956.42)
Balance available for appropriation 230.84 (6592.22)
Proposed Dividend on Equity Shares - -
Tax on Proposed Dividend - -
Surplus carried to Balance Sheet 230.84 (6592.22)

2. COMPANY'S PERFORMANCE

The Company's total income for the year under review aggregated to Rs.11095.06 Lakhs(Previous Year: Rs.12010.52 Lakhs). The operations of the Company for the year underreview resulted in profit before tax of Rs.568.38 Lakhs (Previous Year: Rs.169.44 Lakhs).The Company has also accounted for deferred tax asset of Rs.2165 Lakhs (refer note 28 ofthe financial statements) and thus posted a profit after tax of Rs.2717.97 Lakhs (PreviousYear: Rs.169.44 Lakhs).

During the year under review the Company successfully completed major projectsincluding Revamping of Coil Box during Shutdown and erection of new Dust Extraction Systemat Jamshedpur; Fabrication and Erection of Vessel for storage of Sulphuric acid at Dahej;Construction of 31 Chemical Storage tanks process piping and associated equipment at UAE.Successful completion of these projects enables the Company a better pre-qualificationeligibility to pursue more projects of similar nature.

In addition to the contracts related to Tankage and associated piping packages atSharjah UAE the Company received more work packages for this project during 2016-17 andthe execution is under progress. The Company has also received small orders from otherclients in this geography and shall sustain its operations in UAE.

The Company executed the orders for supply of approx. 9800 MT of fabricated steelstructures from Nagpur Nashik and Asanbani facilities for various industrial plants insegments viz. power generation metals mining refining. Additionally 320 MT of processequipment orders were completed for various chemical and process industries from theNashik facility.

The Company commenced the year with an order backlog of about Rs.7200 Lakhs. During theyear under review the Company received new orders with estimated value of about Rs.21000Lakhs and thus the orders available for execution aggregated approx. Rs.28200 Lakhs. Theclosing order backlog for the Company for the year ended 31st March 2017 stoodat Rs.17800 Lakhs.

Major orders received

• Rs.10800 Lakhs contract from Indian Oil Corporation Limited (IOCL) at ParadipOdisha for Design Engineering Construction and Civil Works of 4 Nos. for Crude OilStorage tanks for Dia 79 meters.

• Rs.2500 Lakhs Contract from the Mumbai Aviation Fuel Farm and Hydrant FacilityLimited (MAFFFL) Mumbai Airport for Design Engineering Fabrication Erection andsurface preparation and painting of the 5 Nos. of fixed Cone-roof tanks.

• Contracts worth Rs.2900 Lakhs from the parent Company i.e. Tata Projects Limited(TPL) for piping and mechanical construction work for their projects in India and theMiddle-East.

• Projects worth Rs.1800 Lakhs from TPL for fabrication and supply of steelstructures and process equipment.

The Company has focused on recruitment and re-skilling of execution team to address thedelivery of various projects to be executed and is confident of completing the projectswithin the scheduled time and thus achieve growth in near future.

The management is also focusing on liquidating the matters pertaining to refunds fromthe statutory authorities and the efforts have resulted in receipt of certain refunds fromvarious authorities such as Income Tax & VAT. Management is optimistic on receipt ofsubstantial refunds during the year 2017-18.

Further the management is also pursuing old claims due from earlier contractsthrough arbitrations which are under progress; and also settling the litigation/ legalcases with its old creditors most of which have been amicably settled.

In spite of the healthy order booking during the year under review the year on yearrevenue growth could not be achieved due to the reduced business of fabricated steelstructures because of the deferment of a large project higher input cost for raw materialand pressure on working capital. Also the large project order receipts and theirwork-fronts were delayed thereby delaying the revenue cycle.

The Company has maintained impeccable record for Safety at all factory locations andproject sites and received token of appreciation from its clients including one millionsafe man hours at the UAE site.

The Company's Management with the support of Tata Projects Limited (TPL) the holdingCompany is putting arduous efforts to further improve the operations of the Company andrecord a better performance over the impending years.

3. AWARDS RECOGNITION AND ACHIEVEMENTS

• Stood first in the event organized by the client (Hazel International FZE) andthe PMC (Tata Consulting Engineers Limited) and awarded "Winner of best safetyperformance at site".

• Received token of appreciation from M/s. Mumbai Aviation Fuel Farm and HydrantFacility Limited for maintaining high safety at sites.

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company remains same and there was no change inthe nature of business of the Company during the year under review

5. REHABILITATION SCHEME SANCTIONED BY THE BOARD FOR INDUSTRIAL AND FINANCIALRECONSTRUCTION-ENACTMENT OF THE SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) REPEAL ACT2003

The Ministry of Finance Government of India vide Notification dated 25thNovember 2016 brought into effect from 1 December 2016 the Sick Industrial Companies(Special Provisions) Repeal Act 2003. Consequently with effect from 1 December 2016 TheSick Industrial Companies (Special Provisions) Act 1985 stands repealed the Board forIndustrial and Financial Reconstruction (BIFR) was dissolved and the Company's referencewith the BIFR as a sick Company was abated.

The Members may recollect that the Company had in the year 2013 filed a MiscellaneousApplication with the BIFR seeking modifications to the Sanctioned Scheme. The proposalsfor modification included conversion of the total outstanding loan availed from TataProjects Limited (TPL) the Holding Company aggregating Rs.4418 Lakhs (including interestup to 31st March 2013) into 441822878 4 % Optionally Convertible CumulativeRedeemable Preference Shares of Re. 1/- each to be allotted to TPL on preferentialallotment basis and also exemption from the provisions of the Companies Act 2013 forappointment of a Key Managerial Personnel in the category of Managing Director or Manageror Chief Executive Officer or Whole-time Director.

Since the Company's reference as a sick Company was abated as mentioned above themanagement explored various options to attain positive net worth inter alia the optionfor Conversion of Loans & Inter Corporate Deposits (ICDs) into Optionally ConvertibleCumulative Redeemable Preference Shares (OCCRPS). Another option that was considered wasto re-structure the terms and conditions of the outstanding loan availed from TPL.Accordingly the Company approached TPL with a proposal to re-structure the terms andconditions of the outstanding loan.

Since TPL qualifies to be a Company providing infrastructural facilities it agreed tochange the terms of loans & ICDs by making them interest-free for a period of 20years. In addition to this accounting for deferred tax asset facilitated the Company toattain positive net-worth. Since these resulted in achieving the desired objectives theBoard formed an opinion not to approach the National Company Law Tribunal (NCLT).

6. CREDIT RATING

The Credit rating assigned by India Rating and Research Private Limited is as follows:

• Long term credit rating - "IND AA-(SO)'/‘IND A1 + (SO)" rating;

• Fund-based working capital facilities - ‘IND AA- (SO)'/ Stable/ INDA+(SO)";

• Non-fund-based working capital facilities - ‘IND AA-' (SO)/ Stable/ INDA+(SO)'

7. DIVIDEND

Based on the financial position of the Company the Board of Directors has notrecommended dividend for the year 2016-17.

8. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserves for the yearended 31st March 2017.

9. SHARE CAPITAL

The authorised share capital of the Company is Rs.170000000/- and the paid-up equityshare capital of the Company as on 31st March 2017 was Rs.36920000/-divided into 36920000 equity shares of Re. 1/- each. During the year under reviewthere was no change in the capital structure of the Company. Disclosure under Section67(3)(c) of the Companies Act 2013 in respect of voting rights not exercised directly bythe employees of the Company is not applicable.

10. BORROWINGS

The borrowings of the Company i.e. long term loan and working capital facilities fromBanks stood at Rs.1823 lakhs as at 31st March 2017

11. EXTRACT OF ANNUAL RETURN

The extract of annual return in the prescriber form as required under section 92(3) ofthe Companies Act 2013 (the Act) is annexed to this report as Annexure 1

12. NUMBER OF BOARD MEETINGS

During the year under review Nine (9) Board Meetings were held. The dates of suchmeetings are 22nd April 2016 30th June 2016 23rd July2016 16th August 2016 21st October 2016 21st November2016 21st January 2017 10th March 2017 and 31st March2017.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material change/s and commitments/ which affecting the financial positionof the Company occurring between the end of the financial year of the Company to whichthe financial statements relate i.e. 31st March 2017 and the date of the reporti.e. 18th July 2017.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted adequate internal financial controls commensurate with thesize and complexity of its operations. During the year such controls were tested and noreportable material weakness in the design or operations was observed. The Company haspolicies and procedure in place for ensuring proper and efficient conduct of its businessthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. The Company has adopted accounting policies which are in line withthe Indian Accounting Standards (Ind-AS) and the Companies Act 2013. These are inaccordance with the generally accepted accounting principles in India. Changes inpolicies if required are made in consultation with the Auditors and are approved by theAudit Committee. The Company's internal audit systems are geared towards ensuring adequateinternal controls commensurate with the size and needs of the business with the objectiveof efficient conduct of operations through adherence to the Company's policiesidentifying areas of improvement evaluating the reliability of financial statementsensuring compliances with applicable laws and Regulations and safeguarding of assets fromunauthorized use. Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory Cost and Secretarial Auditors including audit of the internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed byManagement and the relevant Board and Committees including the Audit Committee the Boardis of the opinion that the Company's internal financial controls were adequate andeffective during the year 2016-17

15. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and the reviews performed by the Management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during the year ended 31stMarch 2017. Accordingly pursuant to Section 134(5) of the Companies Act 2013 based onthe above and the representations received from the Operating Management the Board ofDirectors to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there were no material departures therefrom;

ii. They have in the selection of the accounting policies consulted the statutoryauditors and have applied their recommendations consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2017 and of the profit of theCompany for the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively duringthe year ended 31st March 2017; and

vi. Proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during theyear ended 31st March 2017.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation of Director

Mr. Mukesh Mohan Gupta Special Director nominated by the BIFR vide Appointment Order(F.No.16(4)/02/2011/BIFR/SD.Apptt.) dated 20th October 2015 vacated his officeas a special Director effective 1st December 2016 by virtue of the enactmentof Sick Industrial Companies (Special Provisions) Repeal Act 2003 which inter aliadissolved the BIFR.

b) Directors Retiring by rotation

As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Pralhad Pawar retires by rotation and being eligible offers himself forre-appointment. The proposal for re-appointment Mr. Pawar is being placed at the AGM alongwith the necessary details.

c) Changes in Directorship

During the year under review there was no change in the designation/ terms ofdirectorship of any of the Directors of the Company.

d) Change in the Key Managerial Personnel

• During the year under review Ms. Rajeshree Gaikwad ceased to be the CompanySecretary of the Company effective 13th May 2016 and pursuant to theprovisions of Section 203 of the Companies Act 2013 read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and based on therecommendations of Nomination and Remuneration Committee Mr. Deepak Tibrewal bearingICSI M. No. F 8925 was appointed as the Company Secretary of the Company by the Board ofDirectors with effect from 1st November 2016.

• With effect from 2nd May 2017 Mr. Nikhil Naniwadekar ChiefOperating Officer (COO) of the Company was appointed as the Manager in terms of theprovisions of Section 203 of the Act and was re-designated as the Manager & COO. Theproposal for his appointment and the remuneration thereof is being placed at the AGM alongwith the necessary details

• Mr. Rajesh Mandale ceased to be the Chief Financial Officer (CFO) of theCompany effective 6th May 2017 and pursuant to the provisions of Section 203 ofthe Companies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and based on the recommendations of the Nomination andRemuneration Committee Mr. Balaji Sethuraman was appointed as the CFO of the Company bythe Board of Directors with effect from 11th July 2017.

e) Declaration given by Independent Directors

As per the requirement of Section 149 (7) of the Companies Act 2013 Mr. MichaelBastian Mr. Nalin Shah and Ms. Leja Hattiangadi the Independent Directors of theCompany have submitted their respective declarations that they fulfil criteria ofIndependence under Section 149 of the Companies Act 2013 read with Regulation 25 of theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee nor provided any security inconnection with the loan to anybody corporate or person nor has it acquired bysubscription purchase or otherwise the securities of anybody corporate as provided underSection 186 of the Companies Act 2013.

18. REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee the Board ofDirectors approved and adopted a Remuneration Policy for Directors Key ManagerialPersonnel and other employees of the Company as required under Section 178(3) of theCompanies Act 2013. The Company has adopted Governance Guidelines which inter alia coversthe composition and role of the Board Board Appointment Induction & DevelopmentDirector Remuneration Code of Conduct Board Effectiveness Review and mandates of theBoard Committees. The Remuneration Policy is placed on the website of the Companywww.artson.net for reference and also annexed herein as Annexure 2.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/ arrangements/ transactions entered by the Company during the yearunder review with related parties were in the ordinary course of business and on arm'slength basis. The Particulars of such contracts or arrangements with related partiespursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts)Rules 2014 in the prescribed form No. AOC- 2 is annexed to this report as Annexure 3.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars prescribed under Section 134(3)(m) of the Companies Act 2013 pertaining tothe conservation of energy technology absorption and foreign exchange earnings and outgoare annexed to this report as Annexure 4.

21. RISK MANAGEMENT POLICY

The Company has adopted measures for Risk Management and Mitigation thereof. A formalRisk reporting system has been devised by the Company. Project Review Committee has beenconstituted comprising of Directors and senior officials of the Company to the reviewassess and mitigate the risks conversion of risk into opportunities problems/irregularities related to implementation and execution of project (including projectdelay change in scope and estimation errors) and implementation of checks and balancesfor proper execution of future work. The key risk management and mitigation practicesinclude those relating to identification of key risks associated with the businessobjectives impact assessment risk evaluation and reporting.

22. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the evaluationof its own performance the performance of the Committees of the Board the performancesof Directors individually the Chairman of the Board etc. Various parameters asrecommended in the Tata Group guidelines on Board Committee Individual Director andChairman Evaluation were considered for evaluation and after receiving the inputs fromthe Directors the performance evaluation exercise was carried out. The parametersincluded integrity credibility expertise and trustworthiness of Directors Board'smonitoring of various compliances laying down and effective implementation of variouspolicies level of engagement and contribution of the Directors safeguarding the interestof all stakeholders etc.

The performance evaluation of the Board as a whole was carried out by the IndependentDirectors and the performance evaluation of each Independent Director was carried out bythe Board

23. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY

The Company neither has any joint venture with any person nor does it have anyassociate or subsidiary Company as defined under the various provisions of the Act.

24. PARTICULARS OF DEPOSITS

During the year under review the Company has neither accepted any deposit coveredunder Chapter V of the Companies Act 2013 nor it contravened with the compliancerequirements of Chapter V of the Act.

25. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED IF ANY

During the year under review there were no significant and/ or material orders passedby any regulator/ court/ tribunal which could impact the going concern status of theCompany and its operations in future.

26. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Nalin Shah Chairman; Mr. Michael Bastian Mr.Pralhad Pawar and Ms. Leja Hattiangadi are the members of the Audit Committee. Thecomposition of the Committee is as per the requirements of the provisions of Section 177of the Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. The Audit Committee continues to provide valuable advice and guidancein the areas of costing finance and internal controls.

During the year under review the Committee met Eight (8) times on 22ndApril 2016; 30th June 2016; 23rd July 2016; 16thAugust 2016; 21st October 2016; 21st November 2016; 21stJanuary 2017; and 10th March 2017.

27. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. Michael Bastian Chairman;Mr. Vinayak Deshpande and Mr. Nalin Shah are the members of the NRC. The composition ofthe Committee is as per the requirements of the provisions of Section 178 of the CompaniesAct 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

During the year under review the Committee met Five (5) on 22nd April2016; 30th June 2016; 21st October 2016; 21st January2017 and 10th March 2017.

28. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of Mr. Michael Bastian Chairman; Mr.Pralhad Pawar and Ms. Leja Hattiangadi are the members of the SRC. The composition of theCommittee is as per the requirements of the provisions of Section 178 of the CompaniesAct 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

During the year under review the Committee met Four (4) on 23rd April2016; 23rd July 2016; 21st October 2016; and 21stJanuary2017.

29. AUDITORS

a) Statutory Auditors

Pursuant to the provision of Sections 139 142 and other applicable provisions of theCompanies Act 2013 (hereinafter referred to as ‘the Act*) read with Rules madethereunder the Shareholders at the 37th Annual General Meeting (AGM) of theCompany held on 16 th August 2016 approved the appointment of M/s. Chokshi& Chokshi LLP Chartered Accountants (Firm Registration No. 101872W/ W100045) asStatutory Auditors of the Company to hold office from the conclusion of the 37thAGM till the conclusion of the 38th AGM.

M/ s. Chokshi & Chokshi LLP Chartered Accountants complete their maximum tenureas Statutory Auditors of the Company at the ensuing 38th Annual General Meetingof the Company. Hence it was mandatory for the Company to rotate the current statutoryauditors on completion of the maximum tenure permitted under the Act.

The Board of Directors of the Company at their meeting held on 21st January2017 approved the appointment of Price Waterhouse & Co. LLP Chartered Accountants(PWC) (FRN: 304026E/E-300009) as Statutory Auditors of the Company subject to theapproval of the shareholders at the ensuing AGM.

PWC have confirmed their eligibility under Section 141 of the Companies Act 2013 readwith Rules framed thereunder for appointment as Statutory Auditors of the Company. Asrequired under Regulation 18 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Auditors also confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

The proposal for appointment of PWC (FRN: 304026E/E-300009) as the Statutory Auditorsof the Company to hold the office from the conclusion of 38th AGM till theConclusion of 43rd AGM (subject to ratification by the shareholders at everyAGM) is being placed at the ensuing AGM for the approval of the shareholders.

The Auditors Report does not contain any qualification reservations or adverse remarksor disclaimer.

b) Internal Auditors

In terms of the policy for rotation of internal auditors adopted by the Company andbased on the recommendation of Audit Committee the Board of Directors at their meetingheld on 2nd May 2017 appointed M/s. Ernst & Young LLP (EY) (AAB-4343) as the internalauditors of the Company. EY confirmed their willingness to be appointed as the internalauditors of the Company. Further the Audit Committee in consultation with internalauditor formulated the scope functioning periodicity methodology for conducting theinternal audit.

c) Cost Auditors

In terms of the provision of Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 since the Company's Turnover for the financialyear 2016-17 had crossed the prescribed threshold of Rs.100 Crore it is mandatory for theCompany to appoint a cost auditor to conduct the audit of cost records maintained by theCompany. Based on the recommendation of the Audit Committee the Board of Directors attheir meeting held on 2nd May 2017 appointed M/s. Sagar and Associates Cost Accountants(Firm Registration No. 000118) as the Cost Auditor for the financial year 2017-18 toconduct the audit of Steel Products of the Company. The necessary consent letter andcertificate of eligibility was received from M/s. Sagar & Associates confirming theireligibility to be appointed as the cost auditors of the Company.

d) Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and based on the recommendation of theAudit Committee the Board of Directors at their meeting held on 21st January2017 appointed M/s. MKS & Associates Company Secretaries (Firm Registration No.S2017TL460500) as the Secretarial Auditors for the financial year 2016-17. The necessaryconsent letter and certificate of eligibility was received from M/s. MKS & AssociatesCompany Secretaries confirming their eligibility to be appointed as the secretarialauditors of the Company. The Secretarial Audit Report for the financial year 2016-17 inthe prescribed form MR-3 on the Audit carried out by the said Auditor is annexed to thisreport as Annexure 5.

Further based on the recommendation of the Audit Committee the Board of Directors attheir meeting held on 2nd May 2017 reappointed M/s. MKS & Associates CompanySecretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors for thefinancial year 2017-18. The necessary consent letter and certificate of eligibility wasreceived from M/s. MKS & Associates Company Secretaries confirming their eligibilityto be appointed as the Secretarial Auditors of the Company.

30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made thereunder. TheCompany has also constituted a Committee for Prevention of Sexual Harassment at workplace. However no complaints were received in writing during the year under review.

31. PARTICULARS OF EMPLOYEES

During the year under review there was no employee in the Company who drewremuneration more than the amounts prescribed under Section 197(12) of the Companies Act2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Further the information pursuant to Section 197 of theCompanies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended form time to time is annexed herein as Annexure6.

32. PURCHASE OF SHARES OF THE COMPANY

The Company has not given any loan guarantee or security or any financial assistanceto the employees of the Company for the purpose of purchase or subscription for any sharesof the Company or its Holding Company pursuant to Section 67(2) of the Companies Act2013.

33. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act 2013 are presently not applicableto the Company.

34. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management theinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. Under the policy the employees can approach theCompany's Ethics Counsellor/ Chairman of the Audit Committee for reporting.

35. ISSUE OF SHARES

During the year under review the Company has not:

a) Issued any shares with differential voting rights pursuant to the provisions of Rule4 of the Companies (Share Capital and Debenture) Rules 2014;

b) Issued any sweat equity shares to any of its employees pursuant to the provisionsof Rule 8 of the Companies (Share Capital and Debenture) Rules 2014;

c) Implemented any Employee Stock Option Scheme for its employees.

36. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Compliance with thecorporate governance provisions as specified in regulations 17 to 27 and 46 (2) and paraC D and E of Schedule V are not applicable to the Company since its paid-up share capitaldoes not exceed Rupees 10 Crore and its net-worth does not exceed Rupees 25 Crore as onthe last day of previous financial year i.e. 31st March 2016.

Accordingly for the year under review the reports stating compliance with the Code ofCorporate Governance and the Management Discussion and Analysis have not been annexed tothis Report.

37. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the unrelentingsupport received during the year from the Shareholders Tata Projects Limited (HoldingCompany) customers — both in India and abroad suppliers and vendors Banks theBoard for Industrial and Financial Reconstruction (BIFR) the Appellate Authority forIndustrial and Financial Reconstruction (AAIFR) and other Government and Regulatoryauthorities Financing and lending institutions. The Board wishes to record its deepappreciation to all the employees and workers of the Company for their dedication andcommitment.

Registered Office
11th Floor Hiranandani Knowledge Park
Technology Street Powai By Order of the Board
Mumbai- 400076 Maharashtra For Artson Engineering Limited
Website: www.artson.net
e-mail: investors@artson.net
Vinayak K Deshpande
Date : 18th July 2017 Chairman
Place : Mumbai DIN: 00036827

ANNEXURE - 4

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Information as per Section 134(3)(m) read with Companies (Accounts) Rules 2014 andforming part of the Directors' Report for the

Financial Year ended 31st March 2017

A Conservation of Energy

The Company is conscious of the need for energy conservation and striving to explorethe possibilities of reducing energy consumption in all the areas of operations includingthe office premises as well as its manufacturing facilities at Nashik and Nagpur.Environment and energy conservation days were observed to create awareness among employeesand business associates on conservation of energy.

B Technology Absorption : Not applicable

C Foreign Exchange Earnings and Outgoings

(Rs. in Lacs)
Foreign Exchange Financial Year ended 31st March 2017 Financial Year ended 31st March 2016
Earnings 2667 3542
Outgo 2918 3273

 

By Order of the Board
For Artson Engineering Limited
Vinayak K Deshpande
Date : 18th July 2017 Chairman
Place : Mumbai DIN: 00036827