TO THE MEMBERS
1. Your Directors present the 31st Annual Report and the AuditedStatement of Accounts of the Company for the year ended March 31 2017.
2. Financial Results:
| || ||(Rs. in crores) |
|Description ||Current Year ||Previous Year |
|Revenue from operation & other Income ||118.60 ||112.03 |
|Profit / Loss for the year before tax ||(1.55) ||(6.93) |
|Add/(Less) : Provision for tax (including deferred tax) ||- ||0.25 |
|Profit / Loss after tax ||(1.55) ||(6.68) |
|Add/(Less): Balance brought forward from previous year. ||16.41 ||23.09 |
|Balance available for appropriations. ||14.86 ||16.41 |
The Directors do not recommend any dividend on equity shares on account of lossincurred during the financial year ended 31st March 2017.
4. Transfers to Reserves:
In view of inadequate profits for the year under review no amount has been transferredto the Reserves.
5.1. General -
The Revenue from operations and other income during the year was at Rs.119 Cr ascompared to Rs. 112 Cr in the previous year.
5.2 Engineering -
5.2.1 The Revenue from engineering operations during the year was Rs.110 Cr as againstRs.106 Cr in previous year. During the year execution of many projects particularlyElectrical Projects of BHEL and NTPC were prolonged as synchronization of power plantsunit was deferred. Further due to delay in completion has increased the cost. The Companyhas lodged claims for cost and time overruns which are under active consideration. As perthe policy of the Company these will be considered for revenue recognition only onacceptance by client.
5.2.2 During the year Company received an order of Rs. 26.66 Cr for Electrical Erectionand Commissioning works for 2 Nos. 600 MW Units at KMPCL Chattisgarh from SEPCO aChinese Company.
5.3 Infotech -
Revenue from Infotech Segment during the year remained at Rs. 5.40 Cr same as in theprevious year.
6. Fixed Deposits
The Company can accept Fixed Deposits upto 35% of aggregate of the paid up sharecapital free reserves and securities premium account in terms of Companies (Acceptance ofDeposits) Rules 2014 only from its members. Deposits accepted during the year amounted toRs. 8.73 Crs re-paid during the year amounted to Rs. 5.55 Crs and matured & unclaimeddeposits as at the end of the year were Rs. 0.30 Crs. The Company held Rs. 17.66 Crs asFixed Depoist as of March 31 2017.There has been no default in repayment of deposits orpayment of interest thereon during the year. There are no deposits which are not incompliance with the requirements of Chapter V of the Companies Act 2013.
7. Corporate Governance
Pursuant to Regulation 27(2)(b) of SEBI (Listing Obligations and DisclosuresRequirement) Regulations 2015 (" LODR Regulations 2015")a report on CorporateGovernance (AnnexureiV) along with Auditor's of Certificate CorporateGovernance and Management Discussion and Analysis is separately given in this Report as Annexure-I.
8. Extract of Annual Return
An extract of the Annual Return as provided under sub-section (3) of section 92of the Companies Act 2013 in the prescribed Form MGT 9 is annexed to this report.Refer Annexure ii.
9. Meetings of the Board and its committees.
During the year under review 4 (four) Meetings of the Board of Directors of the Companywere convened and held. The relevant details including composition of the Board date ofmeetings attendance and composition of various Committees of the Board are given in theCorporate Governance Report forming part of this report. The details regarding thecomposition of various committees are also available on the Company's website www.mukandengineers.com
10. Disclosure Regarding company's policies under companies Act 2013 and (LoDR)Regulations 2015.
The Company has framed various policies as per LODR Regulations 2015 & CompaniesAct 2013; viz i) Remuneration ii) Determining material subsidiary iii)Performanceevaluation of the Board Committees and Directors iv) Materiality of Related Partytransactions v) Whistle Blower/Vigil Mechanism vi) Archival Policy for disclosurevii) Board diversity and viii) code of conduct for Directors are displayed on the websiteof the Company www.mukandengineers.com.
11. Particulars of Loans Guarantees and investments
The particulars of loans guarantee or investments given or made by the Company undersection 186 of the Companies Act 2013 are disclosed at Note No.28 of the financialstatements.
12. Vigil Mechanism
The purpose of the policy is to provide a framework to promote responsible and secureWhistle Blowers and to protect Directors/employees wishing to raise a concern aboutserious irregularities within the Company. During the year under review no reportingunder Vigil Mechanism was made by any employee or Director of the Company.
13. Board evaluation
Pursuant to the provisions of the Companies Act 2013 and LODR Regulations 2015structured questionnaire was prepared after taking into consideration the various aspectsof the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance. The Board ofDirectors expressed its satisfaction with the evaluation process.
14. Other information
14.1 As the Company does not own an undertaking where manufacturing operations arecarried out the requirement of information to be furnished under Section 134(3)(m) of theCompanies Act 2013 is not applicable.
14.2 Details as required under Section 134(3)(h) and Rule 8(2) of the Companies(Accounts) Rules 2014 in Form No. AOC-2 is attached as Annexure-III.
14.3 During the year under review there were neither any foreign exchange earnings norexpenditure in foreign currency incurred.
14.4 There are no employees covered under Section 197 (12) read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
14.5 None of the Directors is paid any Remuneration other than sitting fees forattending Board /other Committee meetings of the Company.
14.6 Details relating to remuneration of Key Managerial Personnel (KMP) is available inMGT-9 (Annexure-II). As per provision of Section 136(1) of the Companies Act 2013these particulars will be made available to a Shareholder on request.
14.7 The paidup equity share capital as on March 31 2017 is Rs. 12.58 Cr.During the year under review the Company has neither issued shares with differentialvoting rights nor has granted stock options/sweat equity. orders
14.8 There were no significant passed by the regulators or courts or tribunal duringthe year under review which would impact the going concern status of the Company and itsfuture operations.
14.9 There have been no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany and up to the date of this report.
15. Risk Management
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating and reporting mechanism of such risks. The risk managementframework is reviewed periodically by the Board & Audit Committee.
16. Directors' Responsibility Statement
As required by Section 134 (5) of the Companies Act 2013 the Board of Directors ofthe Company hereby state and confirm that:
a) In the preparation of the annual accounts for the year ending March 31 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimated that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively
17. Directors and Key Managerial Personnel
(a) Directors retiring by Rotation
In accordance with the provisions of Section 152 and other applicable provisions of theCompanies Act 2013 and Articles of Association of the Company Ms Anna Usha Abhram (DIN:07072268) Director of the Company will retire in the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. The Board of Directors recommends herre-appointment.
(b) Independent Directors
The Independent Directors have submitted their Declaration of Independence for thecurrent year as required pursuant to Section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in sub-section 149 (6) of theCompanies Act 2013.
(c) Key Managerial Personnel (KMP)
During the year under review the Company has complied with the provisions of Section203 of the Companies Act 2013 and the information of the KMP is available on the websiteof the Company www.mukandengineers.com.
18. Related Party transactions
There were no Related Party Transactions (RPT) entered into by the company during thefinancial year which attracted the provisions of section 188 of Companies Act 2013.However there were material RPT which got covered as material RPT's under Regulation 23of LODR Regulations 2015.
During the year 2016-17 pursuant to Section 177 of the Companies Act 2013 andRegulation 23(3) of LODR Regulations2015 all RPT's were placed before Audit Committee forits prior / omnibus approval. The disclosure regarding the same in Form AOC- 2 isfurnished in Annexure iii.
19. Details in respect of internal Financial controls with reference to financialstatements:
Adequate systems for internal controls provide assurances on the efficiency ofoperations security of assets statutory compliance appropriate authorization reportingand recording of transactions. The scope of the audit activity is broadly guided by theannual audit plan approved by the top management and audit committee. The Internal Auditorprepares regular reports on the review of the systems and procedures and monitors theactions to be taken.
20. Familiarisation Programme for independent Directors:
The Company familiarizes not only the Independent Directors but any new appointee onthe Board with a brief background of the Company their roles rights responsibilitiesin the Company nature of the industry in which the Company operatesoperations of theCompany etc. They are also informed of the important policies of the Company includingthe Code of Conduct for Board Members and Senior Management Personnel and the Code ofConduct to Regulate Monitor and Report
Trading in securities by Insiders etc. The particulars of familiarization programmefor Independent Director can be accessed through the website of the Companywww.mukandengineers.com.
21. Statutory Auditors
M/s. K. K. Mankeshwar & Co. Chartered Accountants Auditors Mumbai (RegistrationNo.106009W) were appointed as Auditors of the Company from the conclusion of 29thAnnual General Meeting held on August 12 2015 until the conclusion of 34thAnnual General Meeting. This appointment is subject to ratification by the Members at eachAnnual General Meeting. M/s. K. K. Mankeshwar & Co. Chartered Accountants AuditorsMumbai are eligible for re-appointment for the Financial Year 2017-18.
22. Auditor's Report
The notes referred to in the Auditor's Report are self-explanatory and hence do notcall for any comments under Section 134 of the Companies Act 2013.
23. Secretarial Auditors and Secretarial Audit Report
The Board has appointed M/s. Ragini Chokshi &Co (C.P.No1436) Company Secretariesin whole-time practice to carry out Secretarial Audit under the provisions of Section 204of the Companies Act 2013 for the financial year 2016-17. The report of the SecretarialAuditors is annexed to this Report as Annexure-V. The report does not contain anyqualification.
The Board of Directors thanks the Banks Central and State Government AuthoritiesShareholders Customers Suppliers Employees and Business Associates for their continuedco-operation and support to the Company.
For and on behalf of the Board of Directors
Rajesh V. Shah
Mumbai May 24 2017