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Artson Engineering Ltd.

BSE: 522134 Sector: Engineering
NSE: ARTSONENGG ISIN Code: INE133D01023
BSE 00:00 | 01 Dec 80.15 0.55
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NSE 05:30 | 01 Jan Artson Engineering Ltd
OPEN 79.60
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VOLUME 15783
52-Week high 150.90
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Mkt Cap.(Rs cr) 296
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OPEN 79.60
CLOSE 79.60
VOLUME 15783
52-Week high 150.90
52-Week low 49.40
P/E
Mkt Cap.(Rs cr) 296
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Artson Engineering Ltd. (ARTSONENGG) - Director Report

Company director report

To the Members

The Board presents the 43rd Annual Report of Artson Engineering Limited (theCompany or AEL) along with the Audited Financial Statements for the year ended 31stMarch 2022.

1. FINANCIAL RESULTS

Amount (Rs in Lakhs)

Particulars 2021-22 2020-21
Gross Turnover (including Other Income) 17351.39 15232.17
Profit before Interest and Depreciation (EBIDTA) 757.22 613.15
Finance Charges 1076.91 1018.17
Depreciation and Amortization 117.37 106.16
Total Expenditure 17788.45 15743.35
Net Profit / (Loss) Before Tax (PBT) (437.06) (511.18)
Less: Tax expense (65.83) (56.70)
Net Profit After Tax (PAT) (502.89) (567.88)
Other Comprehensive Income 1.60 7.07
Total Comprehensive income (501.29) (560.81)
Balance of Profit / (Loss) brought forward (414.10) 146.71
Balance available for appropriation (after adjusting other equity) (319.66) (414.10)
Surplus / (Deficit) carried to Balance Sheet (319.66) (414.10)

2. COMPANY'S PERFORMANCE

The Company's revenue from operations for the year under review aggregated to ' 17264lakhs (Previous Year: ' 15028 lakhs) 14.8 % growth over previous year. The operations ofthe Company for the year under review resulted in profit/ (loss) before tax of ' (437)lakhs (Previous Year: (511) lakhs) and profit/ (loss) after tax of ' (503) lakhs (PreviousYear: (568) lakhs).

The Company's operations were affected to some extent due to the restrictions imposedby Government of India in view of second wave of COVID-19.

The Company has completed the construction of tanks at IOCL Dumad tankage projectGujarat achieved over 64% completion in IOCL Paradip-2 project Odisha achieved over 95%completion in NFC Kota piping project Rajasthan and achieved over 35% completion in ONGCKakinada tankage project Andhra Pradesh.

The Nagpur unit of the Company has executed orders for supply of over 5970 MT of steelstructures to various clients including ThyssenKrupp BHEL John Zink and Tata ProjectsLimited (TPL) ISRO. The production was impacted during May-June 2021 due to acuteshortage of Oxygen cylinders.

The Nashik unit of Company delivered over 1600 tonnes (Including carbon steel;stainless steel; exotic steel hastelloy and inconel) of process equipment and achievedhighest turnover of '4775 lakhs. The unit also booked orders worth ' 1040 lakhs during thefinancial year.

The unit successfully completed prestigious order of fluorination reactor forConvergence Chemical Private Limited (A Piramal Group Company) having Exotic material ofconstruction; Completed supply of inner Oxygen Cryogenic vessels to IOCL Nashik duringSecond Covid wave; and Completed 7400 Sq. Mtr. of explosion cladding in the financialyear.

During the year under review the Company received new orders with estimated value ofapproximately INR 12000 lakhs. The closing order backlog of the Company for the year ended31st March 2022 stood at approx. INR 20010 lakhs.

Some of the major orders received during the year are as follows:

• From TPL for

Construction of absorbers for FGD Projects for NTPC at Talcher and Vallur.

Construction of Tanks and Piping works for ONGC Kakinada Projects.

Fabrication of structures for NTPC Ramagundam NTPC Talcher and ONGCKakinada. o Shop fabricated Tanks for Mundra and NFC Kota.

Mechanical works including erection of equipment's in yard at GRSE Kolkata.

• From BHEL for fabrication and supply of fabricated structures for NTPC Mauda.

• From IOCL Nashik Navin Flourine Schenck Howden Solvent Aqua Pharma forvarious process plant equipment including pressure vessels with higher grade material.

BUSINESS OUTLOOK

Pursuant to the Aatmanirbhar Bharat Abhiyan make in India and the Production-LinkedIncentive (PLI) became fundamental stepping-stones to shaping India as an efficientequitable and resilient manufacturing hub. Make in India aims to promote investmentencourage innovation enhance skill development protect intellectual property and createbest-in-class manufacturing infrastructure in the country. This has given manufacturing animpetus and the investments made in infrastructure healthcare electronics amongstothers are already bearing fruit.

In line with the GOI policy the Company also revisited its business strategies andwould reposition itself in the Indian market as world class manufacturing organisation.Key area of focus will be factory based supplies and products. Accordingly necessarybusiness strategies for Horizontal and Vertical growth for both the manufacturing units(Nashik and Nagpur) have been duly laid.

The Company is also exploring opportunities to widen its footprint in shipbuildingbusiness not only in Garden Reach Shipbuilders and Engineers Limited but also beyond it.

The world has been plagued by various uncertainties like Covid-19 Pandemics Worldwiderecession Russia- Ukraine conflict etc. Its subsequent global fall out has impactedeconomies hugely. Our neighbouring countries like Pakistan and Sri Lanka have been reelingunder severe economic crisis. Even India's GDP projection by IMF in January 2022 has beenreduced by 0.8%. Under the circumstances consolidation will be key focus area for theCompany. The Company will cautiously follow the path of sustainable but profitablebusiness which will lead to strengthening of balance sheet in the coming year.

The Company continues to maintain excellent record on Employee's Health and Safety atall factory locations and project sites and has received token of appreciation from itsclients.

The Company has taken several measures to ensure the well-being of its employeesincluding leveraging the power of technology to enable them to work from home. Furtherstanding by its core commitment the Company is navigating through these unprecedentedtimes by building stronger and deeper relationships with consumers and its partners.

The Company's Management with the support of TPL is making sincere efforts to furtherimprove the operations of the Company and record better performance over the impendingyears.

3. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e. manufacturing of process plantequipment fabrication of structures & associated works and construction of storagetanks etc. remains the same and there was no change in the nature of business of theCompany during the year under review.

4. CREDIT RATING

M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long-term issuerrating of ‘IND AA-'. The Outlook is stable. The instrument-wise rating is as follows:

• "IND AA-/Stable" for the Term Loan.

• "IND AA-/Stable/IND A1+" for the fund based working capitalfacilities.

• "IND AA-/Stable/IND A1+" for the non-fund based working capitalfacilities.

5. DIVIDEND

Considering the financial position of the Company the Board of Directors have notrecommended dividend for the year 2021-22. Further as the members are aware pursuant tothe revised terms of loan (interest free for 20 years) conversion of certain payablesinto loans (interest free for ten years) given by the Holding Company Tata ProjectsLimited (TPL) your Company is not permitted to declare dividend to the equityShareholders (including the Holding Company/ Promoter) until the re-payment of loan toTPL.

6. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the yearended 31st March 2022.

7. BORROWINGS

The total borrowings of the Company including long-term loans and working capitalfacilities stood at ' 5224.51 lakhs as on 31st March 2022.

8. ANNUAL RETURN

The Annual Return of the Company for the FY 2021-22 in the prescribed form MGT-7 asrequired under section 92(3) of the Act is available on the website of the Company i.e.www.artson.net

9. 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

No material changes and/ or commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thefinancial statements relate i.e. 31st March 2022 and the date of the reporti.e. 25th April 2022.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Cessation of Directors

During the year under review Mr. K. Satyanarayana resigned (subsequent to himstepping down from Tata Projects Limited) from the position of Non-Executive Director ofthe Company w.e.f. 30th September 2021; and Mr. Nalin M. Shah IndependentDirector retired from the position of Director of the Company w.e.f. 12thFebruary 2022.

b) Directors retiring by rotation

In accordance with the provisions of the Act and the Company's Articles of AssociationMr. Vinayak K. Deshpande retires by rotation and does not seek re-appointment in view ofhis retirement on 21st July 2022 from the Holding Company as per theretirement age policy for Directors adopted by the Holding Company's Board.

c) Changes in Directorship

Based on the recommendations of the NRC Mr. Sanjay Sharma was appointed as AdditionalDirector by the Board effective 24th March 2022 In terms of the provisions ofthe Companies Act 2013 and the rules made thereunder the ratification of the aforesaidappointments is placed at the ensuing AGM for approval of the members.

d) Changes in the Key Managerial Personnel

During the period under review Mr. S. Balaji Chief Financial Officer resigned fromthe position w.e.f. 16th September 2021. Further Mr. Saket Mathur Managersuperannuated from the position w.e.f. 31st December 2021.

Consequent to the above the Board of Directors at their meeting held on 16thOctober 2021 appointed Mr. K Siva Rama Krishna as the Chief Financial Officer (CFO)w.e.f. 27th January 2022. Further at the Board meeting held on 28thDecember 2021 Mr. BV Ramesh Krishna was appointed as the Manager w.e.f. 5th January2022 and as COO w.e.f. 1st April 2022.

In terms of the provisions of the Companies Act 2013 and the rules made thereunderratification of the appointment of Mr. BV Ramesh Krishna is placed at the ensuing AGM forapproval of the members.

e) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act Ms. Leja Hattiangadi and Mr.Sunil Potdar the Independent Directors of the Company have submitted their respectivedeclarations that they fulfil the criteria of independence under Section 149 of the Actread with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

11. NUMBER OF BOARD MEETINGS

During the financial year the Board met Eight (8) times i.e. on 21st April202129th June 2021 23rd July 2021 16th October 202128thDecember 2021 17th January 2022 9th February 2022 and 24thMarch 2022. The gap between any two consecutive Board Meetings did not exceed One HundredandTwenty days.

12. ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of the Committees.

The following process was adopted for Board evaluation:

i. Feedback was sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfilment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the Meeting ofIndependent Directors and the NRC. The performance of the Non-Independent Non-ExecutiveDirectors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was discussedby the Chairperson of the NRC with the Chairman of the Board. It was also presented to theBoard.

iv. Assessment of performance of every statutorily mandated Committee of the Board wasconducted and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of Meetings.

v. During the year under review the recommendations made in the previous year weresatisfactorily implemented.

Based on the annual evaluation process and the overall engagement of the IndependentDirectors in the affairs of the Company during the year the Board of Directors are of theopinion that the Independent Directors of the Company possess practice and preachhighest standards of integrity and have the required experience and expertise in theirrespective areas which enable them to provide guidance to the Management and adds value inthe Company's decision process.

13. 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 believes that the Company'sinternal financial controls were adequate and effective during the year ended 31stMarch 2022. Accordingly pursuant to Section 134(5) of the Act based on the above and therepresentations received from the Operating Management the Board of Directors to thebest of their knowledge and ability confirm that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed and that there was no material departure therefrom.

• 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 to give a true and fair view of the state ofaffairs of the Company as at 31st March 2022 and of the profit/ loss of theCompany for the year ended on that date.

• They 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 frauds and other irregularities.

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

• They have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectivelyduring the year ended 31st March 2022; and

• Proper systems have 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 2022.

14. AUDIT COMMITTEE

The Audit Committee (AC) of the Company comprises of 2 Independent Director(s) and 1Non-Executive Director.

S. No. Name Role Designation
1 Mr. Sanjay Sharma Chairman Non-Executive Director
2 Ms. Leja Hattiangadi Member Independent Director
3 Mr. Sunil Potdar Member Independent Director

The composition of the Committee is as per the requirements of the provisions ofSection 177 of the Act. During year under review Mr. Nalin M. Shah ceased to be themember and Chairman and Mr. Sanjay Sharma NonExecutive Director was inducted as themember and Chairman of Audit Committee.

The Audit Committee continues to provide valuable advice and guidance in the areas ofcosting finance and internal financial controls. The Committee is governed by terms ofreference which are in line with the regulatory requirements mandated by the CompaniesAct 2013 and Listing Regulations.

During the financial year the Audit Committee met Five (5) times i.e. on 21stApril 202129th June 202123rd July 2021 16th October2021; and 17th January 2022.

15. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) of the Company comprises of 2Independent Director(s) and 1 Non-Executive Director.

S. No. Name Role Designation
1 Ms. Leja Hattiangadi Chairperson Independent Director
2 Mr. Vinayak K. Deshpande Member Non-Executive Director
3 Mr. Sunil Potdar Member Independent Director

The composition of the Committee is as per the requirements of the provisions ofSection 178 of the Act. During the year under review Mr. Nalin M. Shah ceased to be themember and Mr. Sunil Potdar Independent Director was inducted as the member of Nominationand Remuneration Committee.

The Committee is governed by terms of reference which are in line with the regulatoryrequirements mandated by the Companies Act 2013 and Listing Regulations.

During the financial year the NRC met Five (5) times i.e. on 29th June2021 16th October 2021 28th December 2021 17th January2022; and 24th March 2022.

16. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee (SRC) of the Company comprises of 2Independent Director(s) and 1 Non-Executive Director.

S. No. Name Role Designation
1 Ms. Leja Hattiangadi Chairperson Independent Director
2 Mr. Pralhad Pawar Member Non-Executive Director
3 Mr. Sunil Potdar Member Independent Director

The composition of the Committee is as per the requirements of the provisions ofSection 178 of the Act. During the year under review Mr. Nalin M. Shah ceased to be themember and Mr. Sunil Potdar Independent Director was inducted as the member ofStakeholders' Relationship Committee.

The Committee is governed by terms of reference which are in line with the regulatoryrequirements mandated by the Companies Act 2013 and Listing Regulations

During the financial year the SRC met Four (4) times i.e. on 21st April202123rd July 2021 16th October 2021; and 17th January2022.

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSRC) of the Company comprises of 1Independent Director and 2 Non-Executive Director(s).

S. No. Name Role Designation
1 Ms. Leja Hattiangadi Chairperson Independent Director
2 Mr. Vinayak K. Deshpande Member Non-Executive Director
3 Mr. Pralhad Pawar Member Non-Executive Director

The composition of the Committee is as per the requirements of the provisions ofSection 135 of the Act. During the year under review there were no changes in thecomposition of the CSRC.

Pursuant to the provision of section 135 of the Companies Act 2013 read with thecorresponding Rules made thereunder and the CSR Policy adopted by the Board of Directorsthe provisions of CSR spending in the year 2021-22 were not applicable to the Company.However to maintain continuity of donations/ scholarships the Company had voluntarilyspent ' 4.20 lakhs (50% of previous spent). During the year under review no CSR Committeemeeting was held.

The CSR policy and details of voluntary spend in the format as per the provision of theAct is enclosed as Annexure 1.

18. REMUNERATION POLICY

Based on the recommendations of the NRC the Board of Directors approved and adopted aremuneration policy for Directors Key Managerial Personnel and other employees of theCompany as required under Section 178(3) of the Act. The Company has adopted GovernanceGuidelines which inter alia covers the composition and role of the Board BoardAppointment Induction and Development Director's Remuneration Code of Conduct BoardEffectiveness Review and mandates of the Board Committees. The remuneration policy isplaced on the website of the Company www.artson.net for reference and enclosed as Annexure2.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has neither given any loans or guarantee nor provided any security inconnection with any loan to any Body Corporate or person nor has it acquired bysubscription purchase or otherwise the securities of any Body Corporate as providedunder Section 186 of the Act.

20. 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 at 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 AOC-2 is enclosed as Annexure 3.

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

Particulars as prescribed under Section 134(3)(m) of the Act pertaining to theconservation of energy technology absorption and foreign exchange earnings and outgo isenclosed as Annexure 4.

22. 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 review assessand mitigate the risks conversion of risk into opportunities problems/ irregularitiesrelated to implementation and execution of projects (including project delay change inscope and estimation errors) and implementation of checks and balances for properexecution of future work. The key risk management and mitigation practices include thoserelating to identification of key risks associated with the business objectives impactassessment risk evaluation and reporting.

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

The Company neither has any joint venture with nor does it have any associate orsubsidiary Company as defined under 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 Act nor has it contravened the compliance requirements of Chapter Vof 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. AUDITORS

a) Statutory Auditors

M/s. Price Waterhouse & Co Chartered Accountants LLP (Firm Registration Number-304026E/E-300009) (PwC) were appointed as the Statutory Auditors of the Company to holdoffice from the conclusion of the 38th AGM held on 21st September2017 until the conclusion of the ensuing Annual General Meeting and are eligible forreappointment.

The Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s. Price Waterhouse & CoChartered Accountants LLP as Statutory Auditors will be in the best interests of theCompany and therefore the members are requested to consider their re-appointment asStatutory Auditors of the Company for a second term of Five(5) years from the conclusionof the ensuing Annual General Meeting till the conclusion of 48th AnnualGeneral Meeting to be held in the calendar year 2027 at mutually agreed remuneration.

The Auditors' Report issued by PwC for the financial year 2021-22 does not contain anyqualification reservations adverse remark or disclaimer.

b) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Audit andAuditors) Rules 2014 and based on the recommendation of the Audit Committee the Board ofDirectors at their Meeting held 25th April 2022 re-appointed M/s. Sagar andAssociates Cost Accountants (Firm Registration No. 000118) as the Cost Auditors for thefinancial year 2022-23 to conduct the audit of Steel Products of the Company. Thenecessary consent letter and certificate of eligibility was received from M/s. Sagar &Associates confirming their eligibility to be re-appointed as the Cost Auditors of theCompany.

A resolution seeking ratification of remuneration payable to M/s. Sagar and AssociatesCost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products ofthe Company for the financial year 2022-23 has been included in the notice convening 43rdAGM of the Company.

c) Secretarial Auditors

In terms of Section 204 of the Act read with the 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 April2021 had appointed M/s. MKS & Associates Company Secretaries (Firm Registration No.S2017TL460500) as the Secretarial Auditors for the financial year 2021-22. The SecretarialAudit Report for the financial year 2021-22 in the prescribed form MR-3 on the auditcarried out by the said Auditor is enclosed to this Report as Annexure 5.

Further based on the recommendation of the Audit Committee the Board of Directors attheir meeting held on 25th April 2022 re-appointed M/s. MKS & AssociatesCompany Secretaries (Firm Registration No. S2017TL460500) as the Secretarial Auditors ofthe Company for the financial year 2022-23. The necessary consent letter and certificateof eligibility was received from M/s. MKS & Associates Company Secretariesconfirming their eligibility to be re- appointed as the Secretarial Auditors of theCompany.

27. 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 procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of accounting records and the timely preparation ofreliable financial information.

The Company has adopted accounting policies which are in line with the IndianAccounting Standards (Ind-AS) and the Act. These are in accordance with the generallyaccepted accounting principles in India. Changes in policies if required are made inconsultation with the Auditors and are approved by the Audit Committee.

The Company's internal audit system is geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of financial statements ensuringcompliances with applicable laws and Regulations and safeguarding of assets fromunauthorized use.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by the Managementand the relevant Board and Committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe year 2021-22.

28. 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 the Rules made thereunder.The Company has also constituted a Committee for Prevention of Sexual Harassment atworkplace. No complaints were received under the said policy during the year under review.

29. PARTICULARS OF EMPLOYEES

During the year under review no employee in the Company drew remuneration in excess ofthe amounts prescribed under Section 197(12) of the Act read with Rule 5 (2) and 5 (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Furtherthe information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime is enclosed as Annexure 6.

30. SHARE CAPITAL

The authorised share capital of the Company is ' 170000000/- comprising of150000000 equity shares of ' 1/- and 200000 preference shares of ' 100/- each.Further the paid-up equity share capital of the Company is ' 36920000/- divided into36920000 equity shares of ' 1/- each. During the year under review there was no changein the capital structure of the Company. Disclosure under Section 67(3)(c) of the Act inrespect of voting rights not exercised directly by the employees of the Company is notapplicable.

31. ISSUE OF SHARES

During the year under review the Company has not:

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

ii. 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.

iii. Implemented any Employee Stock Option Scheme for its employees.

32. PURCHASE OF SHARES OF THE COMPANY

During the period under review the Company has not given any loan guarantee orsecurity or any financial assistance to the employees of the Company for the purpose ofpurchase or subscription for any shares of the Company or its Holding Company pursuant toSection 67(2) of the Act.

33. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to report to the Management theinstances of unethical behaviour 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.

34. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 compliance with the CorporateGovernance provisions as specified in Regulations 17 to 27 and 46 (2)(b) to (i) and (t)and para C D and E of Schedule V are not applicable to the Company because neither thepaid-up share capital exceeds ' 10 Crore nor the net-worth exceeds ' 25 Crore as on thelast day of previous financial year i.e. 31st March 2022. Accordingly thereport pertaining to the Code of Corporate Governance have not been annexed.

Further pursuant to the provision of Regulation 34 read with para B of schedule V theManagement Discussion Analysis Report is enclosed as Annexure 7.

35. 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) Auditors Customers - both in India and abroad suppliers and vendors Banksand other Government and Regulatory authorities Financing and lending institutions. TheBoard wishes to record its deep appreciation to all the employees and workers of theCompany for their dedication and commitment.

Registered Office By Order of the Board
2nd Floor One Boulevard Lake Boulevard Road For Artson Engineering Limited
Hiranandani Business Park Powai Mumbai- 400076 Maharashtra
Phone No: +91 40 6601 8194; Email: investors@artson.net
CIN: L27290MH1978PLC020644; Website: www.artson.net Vinayak K. Deshpande
Date: 25th April 2022 Chairman
Place: Mumbai DIN: 00036827

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