You are here » Home » Companies » Company Overview » Artson Engineering Ltd

Artson Engineering Ltd.

BSE: 522134 Sector: Engineering
NSE: ARTSONENGG ISIN Code: INE133D01023
BSE 14:52 | 27 Jul 56.05 -1.20
(-2.10%)
OPEN

57.00

HIGH

58.95

LOW

56.05

NSE 05:30 | 01 Jan Artson Engineering Ltd
OPEN 57.00
PREVIOUS CLOSE 57.25
VOLUME 14890
52-Week high 69.45
52-Week low 24.20
P/E
Mkt Cap.(Rs cr) 207
Buy Price 56.05
Buy Qty 599.00
Sell Price 56.95
Sell Qty 200.00
OPEN 57.00
CLOSE 57.25
VOLUME 14890
52-Week high 69.45
52-Week low 24.20
P/E
Mkt Cap.(Rs cr) 207
Buy Price 56.05
Buy Qty 599.00
Sell Price 56.95
Sell Qty 200.00

Artson Engineering Ltd. (ARTSONENGG) - Director Report

Company director report

To the Members

The Board presents the 41st Annual Report of Artson Engineering Limited (the Company orAEL) along with the Audited Financial Statements for the year ended 31st March 2020.

1. FINANCIAL RESULTS

PARTICULARS

Amount (Rs. in Lakhs)

2019-20 2018-19
Gross Turnover (including Other Income) 16958.87 16156.61
Profit before Interest and Depreciation (EBIDTA) 1805.96 810.67
Finance Charges 1002.07 685.53
Depreciation and Amortization 181.23 112.92
Total Expenditure 16336.21 16144.39
sNet Profit Before Tax (PBT) 622.66 12.22
Less: Tax expense (696.37) (180.86)
Net ProfitAfter Tax (PAT) (73.71) (168.64)
Other Comprehensive Income 5.99 0.38
Total Comprehensive income (67.72) (168.26)
Balance of Profit brought forward 190.25 214.67
Balance available for appropriation 146.71 190.25
Surplus carried to Balance Sheet 146.71 190.25

2. COMPANY'S PERFORMANCE

The Company's total income for the year under review aggregated Rs. 16959 Lakhs(Previous Year: Rs. 16157 Lakhs). The operations of the Company for the year under reviewresulted in profit before tax of Rs. 623 Lakhs (Previous Year: 12 Lakhs) and profit/(loss) after tax of (Rs. 74 Lakhs) (Previous Year: 169 Lakhs Loss).

During the year under review the Company has completed fabrication of all 4 largediameter (79 Mtrs.) tanks for storage of crude oil at IOCL Paradip and while one tank hasbeen handed over to the client the other three are in various stages of commissioning.Upon completion the Company will regain its pre-qualification pursuing more projects ofsimilar large diameter tanks.

The Company has also completed construction of 3 tanks for storage of Aviation TurbineFuel (ATF) for GMR Hyderabad airport. The tanks are under commissioning before handingover for operations.

The Company has achieved considerable progress in the tankage projects for IOCL atDhumad BPCL Pune automated warehouse project for ITC at Kapurthala and Aluminium Drossproject for Runaya resource at Jharsuguda.

The Nagpur unit of the Company has executed orders for supply of over 4000 MT of steelstructures to various clients including ThyssenKrupp BHEL John Zink and Tata Projects.

The Nashik unit of Company delivered over 2100 tonnes of process equipment achievedhighest turnover and highest order booking during the last financial year. The unit hasalso completed delivery of 3 out of 6 sets of Air storage vessels to Tata Projects Limitedfor their prestigious ISRO project. This year the unit has marked its entry into mediumand high-pressure vessel manufacturing segment by acquiring high thickness plate bendingmachine and welding capabilities.

During the year under review the Company received new orders with estimated value ofapprox. 14000 Lakhs. The closing order backlog of the Company for the year ended 31stMarch 2020 stood at approx. 17500 Lakhs.

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

• From BHEL for Fabrication and Supply of Steel Structures from our Nagpurfacility for their NTPC Patratu Project.

• From Tata Projects Limited for Manufacturing of Air Vessels at our Nashikfacility for their ISRO Trisonic Wind Tunnel Project.

• From John Zink Hamworthy for Fabrication of Structural Derrick.

• From ThyssenKrupp & FLS for additional quantity to their ongoing orders.

Further decisions on few other major bids submitted by the Company were postponed /projects shelved which are expected to materialise in the current financial year.

On 11th March 2020 the Covid-19 outbreak was declared a global pandemic by the WorldHealth Organization (WHO). Consequent to this Government of India declared lockdown on22nd March 2020 which was further extended from time to time. In line with Governmentdirectives the Company had temporarily shut down its operations since 23rd March 2020impacting working of the Company. Thereafter operations of the Company has graduallyre-started during May 2020 in a phased manner.

OUTLOOK

Business demonstrated moderate growth for companies in the steel fabrication andprocess equipment manufacturing segments during most of last year. Further the COVID-19pandemic created disruptions from mid-March in the regional and domestic supply chains andresourcing including availability of labour plant machinery materials and capitalthus affecting construction and fabrication business.

Current year is expected to witness the continuing lockdown labour issues and supplychain disruptions restricted government spending may degrow the infrastructure sector. Ingeneral the pandemic and subsequent nationwide lockdown are likely to disrupt the growthof infrastructure construction and process companies for FY2021. The Company continues toface challenges in arranging transportation and accommodation for labour maintainingsocial distancing at factories and construction sites obtaining clearances from districtofficials for intra and inter-district movement and ensuring raw material availability.Thus the manufacturing sector is likely to take some time to return to normalcy evenafter the lockdown is lifted and bulk of construction activity therefore is likely toresume only in the third quarter of this fiscal at the earliest.

The Company is now leveraging technology and transforming office workplace to be morevirtual and less physical.

At project sites and factories new technologies such as mechanised circumferentialwelding column and boom type robotic welding line for fabrication and automation arebeing introduced.

Market forecasts for FY2021 would be varying depending on the evolving situation andthe assumptions being made on the recovery process in the country. This is so as theexplanatory factors i.e. the extension of lockdown and the quantum of economic activitypermitted is unknown and has to be assumed. The assumption that after the lockdown endingthe recovery process will be gradual and be calibrated across all sectors with the secondhalf being closer to normal.

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'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. AWARDS RECOGNITION AND ACHIEVEMENTS

• Received token of appreciation from Garden Reach Shipbuilders & EngineersLimited (GRSE) for best safety practices.

• Received token of appreciation from Murata Machinery India Private Limited(Muratec) for good safety practices.

4. CHANGE IN THE NATURE OF BUSINESS

The basic nature of the business of the Company i.e. construction of storage tanks andassociated works manufacturing of process plant equipment fabrication of structuresetc. remains the same and there was no change in the nature of business of the Companyduring the year under review.

5. 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/IND A1+" for the fund based working capitalfacilities.

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

• "IND AA-/Stable" for the Term Loan.

6. DIVIDEND

Considering the financial position of the Company the Board of Directors have notrecommended dividend for the year 2019-20. Further as the members are aware pursuant tothe revised terms of the loan (interest free for 20 years) given by the Holding Company Tata Projects Limited (TPL) your Company is not permitted to declare dividend to theequity Shareholders (including the Holding Company/ promoter) until the re-payment of loanto TPL.

7. TRANSFER OF AMOUNT TO RESERVES

The Company does not propose to transfer any amount to General Reserve for the yearended 31st March 2020.

8. BORROWINGS

The borrowings of the Company i.e. long-term loans and working capital facilities fromBanks stood at Rs. 5740 Lakhs as at 31st March 2020.

9. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in the prescribed form MGT-9 as required under section92(3) of the Act is enclosed as Annexure 1. Further the Annual Return of theCompany for the FY 2018-19 is available on the website of the Company i.e. www.artson.net

10. 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 2020 and the date of the report i.e. 31stJuly 2020.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Appointment of Director

Based on the recommendation of the NRC the Board of Directors at their meeting held on30th April 2020 appointed the following as the Directors of the Company with immediateeffect:

S. No. Name Designation / Role
1 Mr. Sunil Sheshagirirao Potdar Additional Director (Independent)
2 Mr. Arvind Chokhany Additional Director (Non-Executive Non-Independent)
3 Mr. K. Satyanarayana Additional Director (Non-Executive Non-Independent)

Resolutions pertaining to the appointment of the above mentioned three Directors hasbeen included in the notice convening 41st AGM of the Company.

b) Cessation of Directors

During the year under review Mr. Michael Bastian retired from the position ofIndependent Director of the Company on completion of his term.

c) Directors retiring by rotation

As per the provisions of the Act and the Articles of Association of the Company Mr.Vinayak K. Deshpande Director retires by rotation and being eligible offers himself forre-appointment. The proposal for reappointment of Mr. Vinayak K. Deshpande is being placedat the AGM along with the necessary details.

d) 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.

e) Changes in the Key Managerial Personnel

During the year under review there was no change in KMPs of the Company.

f) Declaration by Independent Directors

As per the requirement of Section 149 (7) of the Act Mr. Nalin M. Shah Ms. LejaHattiangadi and Mr. Sunil Sheshagirirao Potdar the Independent Directors of the Companyhave submitted their respective declarations that they fulfil the criteria of independenceunder Section 149 of the Act read with Regulation 25 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015.

12. NUMBER OF BOARD MEETINGS

During the financialyear the Board met Five (5) times i.e. on 8th May 2019 23rd July2019 4th September

2019 5th November 2019; and 27th January 2020. The gap between any two consecutiveBoard Meetings did not exceed One Hundred and Twenty days.

13. 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 its Committees.

The following process was adopted for Board evaluation: i. Feedback was sought fromeach Director about their views on the performance of the Board covering various criteriasuch as degree of fulfilment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning Board culture and dynamics quality ofrelationship between the Board and the Management and efficacy of communication withexternal stakeholders. Feedback was also taken from every Director on his assessment ofthe performance of each of the other Directors. ii. The feedback received from all theDirectors was discussed at the Meeting of Independent Directors and the NRC. Theperformance of the Non-Independent Non-Executive Directors and Board Chairman was alsoreviewed by them. iii. The collective feedback on the performance of the Board (as awhole) was discussed by the Chairman of the NRC with the Chairman of the Board. It wasalso presented to the Board. iv. Assessment of performance of every statutorily mandatedCommittee of the Board was conducted and these assessments were presented to the Board forconsideration. Areas on which the Committees of the Board were assessed included degree offulfilmentof key responsibilities adequacy of Committee composition and effectiveness ofMeetings. v. During the year under review the recommendations made in the previous yearwere satisfactorily implemented. Based on the annual evaluation process and the overallengagement of the Independent Directors in the affairs of the Company during the year theBoard of Directors are of the opinion that the Independent Directors of the Companypossess practice and preach highest standards of integrity and have the requiredexperience and expertise in their respective areas which enable them to provide guidanceto the Management and adds value in the Company's decision process.

14. 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 31st March2020.

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 the best of their knowledge andability 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 2020 and of the profit/ loss of the

Company for the year ended on that date.

They have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 Company and thatsuch internal financial controls are adequate and were operating effectively during theyear ended 31st March 2020; and proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively during the year ended 31st March 2020.

15. AUDIT COMMITTEE

During the year under review and on 30th April 2020 the Audit Committee wasreconstituted. At present the Audit Committee comprises of:

S. No. Name Role Designation
1 Mr. Nalin M. Shah Chairman Independent Director
2 Ms. Leja Hattiangadi Member Independent Director
3 Mr. Pralhad Pawar Member Non-Executive Director
4 Mr. Sunil Sheshagirirao Potdar Member Independent Director

The composition of the Committee is as per the requirements of the provisions ofSection 177 of the Act and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations).

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.

(5) times i.e. on 8th May 2019 23rd July 2019 4th Duringthefinancial

September 2019 5th November 2019; and 27th January 2020.

16. NOMINATION AND REMUNERATION COMMITTEE

During the year under review the Nomination and Remuneration Committee (NRC) wasreconstituted. At present the NRC comprises of:

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

The composition of the Committee is as per the requirements of the provisions ofSection 178 of the Act and the Listing Regulations. 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 NRC met Four (4) times i.e. on 8th May 2019 23rd July2019 5th November 2019; and 27th January 2020.

17. STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the year under review the Stakeholders' Relationship Committee (SRC) wasreconstituted. At present the SRC comprises of:

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

the Listing Regulations. The Committee is governed by terms of reference which are inline with the regulatory requirements mandated by the Companies Act 2013 and ListingRegulations.

During the financial year the SRC met four (4) times i.e. on 8th May 2019 23rd July2019 5th November 2019; and 27th January 2020.

18. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year under review there was no change in the constitution of the CorporateSocial Responsibility (CSR) Committee. At present the Committee comprises of:

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 and the Listing Regulations.

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 2019-20 were not applicable to the Company.Therefore there was no CSR Committee meeting held during the year.

However the CSR policy adopted by the Company is enclosed as Annexure 2.

19. 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 Annexure3.

20. 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.

21. 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 4.

22. 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 5.

23. 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.

24. 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.

25. 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.

26. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED IF ANY and/ or materialorders passed by any Duringtheyearunderreviewtherewerenosignificant Regulator/ Court/

Tribunal which could impact the going concern status of the Company and its operationsin future.

27. AUDITORS a) Statutory Auditors

Pursuant to the provisions of Sections 139 142 and other applicable provisions of theAct read with Rules made thereunder the Shareholders at the 38th Annual General Meeting(AGM) of the Company held on 21st September 2017 approved the appointment of M/s. PriceWaterhouse & Co Chartered Accountants LLP (PwC) (Firm Registration Number -304026E/E-300009) as the Statutory Auditors of the Company to hold office for a period of5 years commencing from the conclusion of the 38th AGM till the conclusion of the 43rd

AGM to be held in the year 2022.

The Auditors' Report issued by PwC for the financial year 2019-20 does not contain anyqualification reservations adverse remark or disclaimer.

b) Internal Auditors

In terms of the provisions of Section 139 of the Act and based on the recommendation ofAudit Committee the Board of Directors at their Meeting held on 11th May 2020re-appointed M/s. Ernst & Young LLP (EY) (AAB-4343) as the Internal Auditors of theCompany. EY confirmed their willingness to be re-appointed as the Internal Auditors of theCompany. Further the Audit Committee in consultation with Internal Auditors formulatedthe scope functioning periodicity and methodology for conducting the internal audit.

c) 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 11th May 2020 re-appointed M/s. Sagar and Associates CostAccountants (Firm Registration No. 000118) as the Cost Auditors for the financial year2020-21 to conduct the audit of Steel Products of the Company. The eligibility wasreceived from M/s. Sagar & Associates confirming necessaryconsentletterandcertificatetheir eligibility to be re-appointed as the Cost Auditors of the Company.

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 2019-20 has been included in the notice convening 41stAGM of the Company.

d) 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 8th May 2019 hadappointed M/s. MKS & Associates Company Secretaries (Firm

Registration No. S2017TL460500) as the Secretarial Auditors for the financial

Audit Report for the financialyear 2019-20 in the prescribed form MR-3 on the auditcarried out by the said

Auditor is enclosed to this Report as Annexure 6.

Further based on the recommendation of the Audit Committee the Board of Directors attheir Meeting held on 11th May 2020 re-appointed M/s. MKS & Associates CompanySecretaries (Firm Registration No.

S2017TL460500) as the Secretarial Auditors of the Company for the financial year2020-21. The necessary consent letter and certificate of eligibility was received fromM/s. MKS & Associates Company Secretaries confirming their eligibility to be re-appointed as the SecretarialAuditors of the Company.

28. 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

Management and the relevant Board and Committees including the Audit Committee theBoard is of the opinion that the Company's internal financial controls were adequate andeffective during the year 2019-20.

29. 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.

30. 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 7.

31. SHARE CAPITAL

The authorised share capital of the Company is Rs. 170000000/- comprising of150000000 equity shares of Rs. 1/- and 200000 preference shares of Rs. 100/- each.Further the paid-up equity share capital of the Company is Rs. 36920000/- divided into36920000 equity shares of Rs. 1/- each. During the year under review there was nochange in the capital structure of the Company. Disclosure under Section 67(3)(c) of theAct in respect of voting rights not exercised directly by the employees of the Company isnot applicable.

32. ISSUE OF SHARES

During the year under review the Company has not: i. Issued any shares withdifferential voting rights pursuant to the provisions of Rule 4 of the Companies (ShareCapital and Debenture) Rules 2014. ii. Issued any sweat equity shares to any of itsemployees pursuant to the provisions of Rule 8 of the Companies (Share Capital andDebenture) Rules 2014. iii. Implemented any Employee Stock Option Scheme for itsemployees.

33. 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.

34. 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.

35. 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 compliance with the Corporate Governance provisions asspecified in

Regulations 17 to 27 and 46 (2) and para C D and E of Schedule V are not applicable tothe Company because neither the paid-up share capital exceeds Rs. 10 Crore nor thenet-worth exceeds Rs. 25 Crore as on the last day of previous financial year i.e. 31stMarch 2020.

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.

36. 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 and otherGovernment and Regulatory authorities Financing and lending institutions. The Boardwishes to record its deep appreciation to all the employees and workers of the Company fortheir 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 Maharashtra - 400076
Email: investors@artson.net; Website: www.artson.net
Vinayak K. Deshpande
Date: 31st July 2020 Chairman
Place: Pune DIN: 00036827

.