Your Directors have pleasure in presenting the 37th Annual Report andAudited Financial Statements for the Financial Year ended 31st March 2022.
FINANCIAL SUMMARY AND HIGHLIGHTS
(Rs In Lakhs)
|Financial Performance ||2020-21 ||2021-22 |
|Income from operation (Net of Taxes) ||21024.89 ||26534.53 |
|Other Income ||12.68 ||18.93 |
|Profit (before financial charges depreciation and tax) ||1657.15 ||1660.70 |
|Financial Charges ||717.56 ||643.21 |
|Cash Profit ||939.59 ||1017.49 |
|Depreciation & Impairment expenses ||1515.85 ||1361.88 |
|Profit/loss before tax ||(576.26) ||(344.39) |
|Provision for tax (after adjustment of deferred tax) ||(165.77) ||(96.62) |
|Profit/loss after tax ||(410.49) ||(247.77) |
|Other Comprehensive Income/(loss) ||0.98 ||(13.92) |
|Total Comprehensive Income/ loss for the period ||(409.51) ||(261.69) |
Net turnover of your Company has increased by 26.21% from Rs 21024.89 Lakhs in2020-21 to Rs 26534.53 Lakhs in current year due to increase in volumes andinflation. Your Company has incurred a pre-tax loss of Rs 344.36 Lakhs as comparedto loss of Rs 576.26 Lakhs in the last year. Company has earned cash profit of Rs1017.49 Lakhs as compared to Rs 939.59 Lakhs in 2020-21.
Your Company's annual performance was impacted by continued lockdowns due to the COVID-19 pandemic. The second and third wave of Covid again disrupted operations in certainpart of the country this year.
RESULTS OF OPERATIONS
During the year under review the following are the highlights of your Company:
> Achieved a turnover during 2021-22 of Rs 26534.53 Lakhs as compared to Rs21024.89 Lakhs during 2020-21 reflecting a increase of 26.21% due to increase in volumesand inflation..
> Cash Profit during 2021-22 is Rs 1017.49 Lakhs against cash profit duringthe year 2020-21 of Rs 939.59 Lakhs
PERFORMANCE OF THE COMPANY
Plastic is projected to be largest growing product type for injection moulding marketbetween 2020 and 2025. Our company is expected to see stronger growth after recoveringfrom the devastating effects of the COVID 19 pandemic. Growth and adoption of light weightvehicles and electric vehicles are expected to offer various lucrative opportunities forthe growth of our company.
Despite the pandemic lockdown and moderate operating performance your company has astrong track record of repayment of dues and taxes within time period.
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to thesize of the company and with reference to financial statement. The internal financialcontrols have been regularly reviewed by the auditors of your company and no reportablematerial weakness in the design or operation was observed.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in accordance with theprovisions of Section 92(3) of the Companies Act 2013 read with the Companies (Managementand Administration) Rules 2014 has been disclosed on the website of company at https://machino.com/mgt-9/.
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee Meetings of your Company are setout in the Corporate Governance Report which forms part of this Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (5) of the Companies Act 2013 the directors ofyour company state-
That in preparation of the annual accounts for the financial year ended 31stMarch 2022 the applicable accounting standards have been followed and there are nomaterial departures from the same.
That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the company at the end of the financialyear as at 31st March 2022 and of the loss of the Company for the year ended31st March 2022.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities.
That the annual accounts have been prepared on a going concern basis.
That proper internal financial controls laid down by the directors to befollowed by the Company and that such internal financial controls are adequate and isoperating effectively; and
That proper system to ensure compliance with the provisions of all applicablelaws is adequate and is operating effectively
Your Directors state that there being no transactions with respect to following itemsduring the year under review no disclosure or reporting is required in respect of thesame:
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of your Companyunder any scheme.
Neither the Managing Director nor the Whole-time Director of your Companyreceive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Buy-back of shares.
No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016.
No settlements have been done with banks or financial institutions.
DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declarations from all the Independent Directors that theymeet the criteria of independence as laid down under section 149(6) of the Companies Act2013 read with Schedule and Rules issued there-under and also in accordance to Securitiesand Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015.
Your company has adopted the remuneration policy in accordance with Section 178 readwith rules made there under for director's appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directoretc. in the meeting of Board of Directors of the Company held on 9th February2015 in line with the recommendation of Nomination and Remuneration Committee; whosemeeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-I.The policy has been disclosed on the website of the company.
AUDIT AND AUDITOR'S REPORT:
M/s. KMGS & Associates Chartered Accountants were appointed as Statutory Auditorsof the Company from the financial year 2017-18 to 2021-22. Further they are eligible forreappointment as Statutory Auditor of the Company for a period of five years. The board inits meeting held on 11th February 2022 has reappointed M/s. KMGS &Associates Chartered Accountants for a period of five years from the financial year2022-2023 to hold office from the conclusion of ensuing AGM until the Conclusion of theAGM to be held in the financial year 2026-2027.
STATUTORY AUDITOR'S REPORT
There are no such observations in the statutory audit report which needs to beexplained by your company. The observation of the auditors is self- explanatory and/or issuitably explained in the notes to the accounts.
M/s A.K. & Associates Practicing Company Secretary were appointed as SecretarialAuditor for the financial year 2021-2022 for secretarial audit of your company.
SECRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which needs to beexplained by your Company. The report of secretarial auditor is annexed to this report as AnnexureVI.
SECRETARIAL COMPLIANCE REPORT
There are no such observations in the secretarial compliance report which needs to beexplained by your Company. The report of secretarial compliance is annexed to this reportas Annexure VII.
The authorized share capital of the Company is Rs 150000000 (Rupees FifteenCrores only) divided into 15000000 (One Crores Fifty Lakhs Only) equity shares of facevalue of Rs 10 (Rupees Ten) each. The paid-up Share Capital of the Company as onMarch 312022 was Rs 61368000 (Rupees Six Crores Thirteen Lakhs Sixty EightThousand only) divided into 6136800(Sixty One Lakhs thirty Six Thousand Eight HundredOnly) equity shares of face value of Rs 10 (Rupees Ten) each.
During the year under review there was no change in the authorised subscribed andpaid-up share capital of the Company from the last financial year.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan guarantee or made any investment in any other bodycorporate as per the provision of section 186 of the Companies Act 2013 except asdisclosed in the attached accounts.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the financial year 2021-22were in the ordinary course of business and on an arm's length basis or with requiredapprovals. Your company has also adopted a policy on materiality of related partiestransaction and also dealing with related parties' transaction as approved by the Board.The policy has been disclosed on the website of your company at www.machino.com
The details of related parties transaction whether requiring approvals or otherwise asper the provision of Section 188 of the Companies Act 2013 Form AOC-2 is annexed in Annexure-II.
STATE OF COMPANY'S AFFAIR
Your company is a joint venture Company of Maruti Suzuki India Limited Suzuki MotorCorporation and Jindal's. Your company was incorporated in 1986. Your company is a goingconcern. The shares of your company are listed on Bombay Stock Exchange Limited. Yourcompany is engaged in the production of plastics moulded automotive components. Yourcompany has total 4 plants/warehouses out of which one operative plant is located inGurgaon one operative plant and a warehouse are located in Manesar while the plantlocated in Pithampur is non- operative and is yet to commence production and is used aswarehouse.
During the year under review your company has not made any default in repayment of anyof its term loans have met generally all its obligation in time including its taxliabilities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDER
No significant or material orders have been passed by any regulators or court ortribunals impacting the going concern status and future operations of your company.
MATERIAL CHANGES AND COMMITMENTS
No significant changes and commitments affecting the financial position of your companyfor the financial year ending on 31st March 2022 till the date of this report.
CONSERVATION OF ENERGY
Continuous overhauling of equipment's and awareness amongst employees has helped toavoid wastage of energy. Company has installed solar power plant of capacity 1350KW at itsGurugram and Manesar Plant.
Series of steps have been taken to identify areas of excess consumption of power andchecks have been strengthened at these points and various alternative sources of energiesare utilized.
Data regarding energy consumed is given hereunder:
|Power & Fuel Consumption ||2020-21 ||2021-22 |
|1. Electricity || || |
|(a) Purchase units/ co-generated ||13597211 ||14423724 |
|Total Cost (Rs In Lakhs) ||1063.22 ||1128.42 |
|Rate per units ||7.82 ||7.82 |
|(b) Own Generation - D.G. Set || || |
|Units generated ||100442 ||123100 |
|Fuel Cost (Rs In Lakhs) ||17.10 ||33.05 |
|Fuel cost per unit ||17.02 ||26.85 |
|2. Coal ||NIL ||NIL |
|3. Furnace Oil ||NIL ||NIL |
|4. Other / Internal generation/ Solar power ||1507177 ||1704600 |
A statement giving details of technology absorption in accordance with the above Rulesis annexed hereto as Annexure IV and forms part of the Report.
FOREIGN EXCHANGE EARNING & OUTGO
| ||T in Lakhs |
|Total foreign exchange earning ||Rs 127.75 lakh |
|Total foreign exchange outgo ||Rs 66.29 lakh |
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your company already has"Risk Management Policy" in writing which is also uploaded on the website of thecompany. The policy is regularly updated taking in to consideration the changes takingplace in the business environment. Your company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives.
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is not applicable on our company. Therefore the company has abolished RiskManagement Committee from board committees in its board meeting held on 29th April2019. With effect from 25th June 2020 all ther matters related to Risk ManagementCommittee are discussed in Audit Committee.
ANNUAL EVALUATION OF PERFORMANCE
The performance evaluation of all:
independent directors were made by Board (excluding the director whoseperformance is being evaluated)
non independent directors were made by the independent directors in its meeting
the board committees and of the board as whole was made by Nomination andRemuneration Committee
Your company has also adopted a policy for evaluation of performance of the board andindividual director in the meeting of the board of directors in line with therecommendation of Nomination and Remuneration Committee. The policy of annual evaluationis annexed in Annexure -III. The policy has also been disclosed on the website ofthe company.
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly your Company has established the Whistle Blower Policy which is incompliance with the provisions of Section 177(10) of Companies Act 2013 and Regulation 22of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 fordirectors and employees of the Company to report genuine concerns or grievances. The VigilMechanism provides the safeguard against the victimization of person who uses suchmechanism.
During the financial year 2021-22 all the directors and employees had full access toapproach the Vigil Mechanism Officer. No complaint was received during the year 2021-22 ofany sort from any directors and employee of your company.
The detail of establishment of such mechanism is also disclosed on the website of theCompany at https://machino.com/wp- content/uploads/2021/07/Vigil-machanism-policv.pdf
Mr. Shigetoshi Torii has been appointed as a Director of your company with effect from22nd June 2021.
In accordance with the provisions of Section 168(1) of Companies Act 2013 Mr.Kazunari Yamaguchi the nominee director of your company has resigned with effect from 22ndJune 2021
KEY MANAGERIAL PERSONNEL (KMPs)
Mr. Aditya Jindal Chairman cum Managing Director Mr. Sanjiivv Jindall Whole TimeDirector - Strategy Mr. Ravinder Hooda Chief Financial Officer and Ms. Reetika PantCompany Secretary are the KMPs of the company in terms of Section 203 of the CompaniesAct 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014.
The details of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report forms part of Director's Report.
In terms of Clause (X) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules2014 it is hereby stated that the Company has complied with the provisions relating tothe constitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your Company has organized a familiarization programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirement of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The detail of such familiarization programme is also uploaded on the website of thecompany at www.machino.com.
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company haspaid listing fees to the Stock Exchange for the financial year 2022-23.
Your Company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organization's corporate governance philosophy is directly linked to highperformance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the company regularly submits the corporate governancereport to the Stock Exchanges within the prescribed time line. Therefore Reports onCorporate Governance has been included in this annual report as a separate section(forming a part of Director's Report) along with the Auditor's Certificate.
Your Company has not accepted any deposits under Section 73 of the Companies Act 2013& rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report arepresented in a separate section forming part of the annual report.
DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES
None of the company has become or ceased to become the subsidiary joint venture orassociate of your Company during the financial year 2021-22.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Details of employee of the Company as specified under Section 197 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are annexed hereto as Annexure-V and forms part of the report.
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY
Your company has not declared any dividend during Financial Year 2013-14.
Dividend for the financial year ended March 312015 and thereafter which remain unpaidor unclaimed for a period of seven years from the date they became due for payment will betransferred by company to Investor Education & Protection Fund.
The Company is not involved in any type of activity hazardous to environment and doesnot discharge any trade effluents (solid liquid or gaseous) causing pollutions. As anenvironment conscious responsible corporate citizen your Company has implemented GSCM(Green Supply Chain Management) standards and is ISO14001 certified holder. The Companyhas also achieved ISO 18001-OHSAS certification for occupational health and safety.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on your company. Therefore your company has notconstituted CSR committee for this.
Your Directors wish to place on record their appreciation for the valuable co-operationand assistance extended by Maruti Suzuki India Limited. Suzuki Motors Corporation JapanGovernment of India Government of Haryana and the Company's bankers for their continuedsupport and guidance. The Directors also commend the continuing commitment and dedicationof the employees at all levels and are thankful to the shareholders for their continuedpatronage trust and confidence in the Company.
| || ||For and on Behalf of the Board |
| || ||Machino Plastics Limited |
| || ||Sd/- |
| || ||Aditya Jindal |
|Date : ||20th May 2022 ||Chairman cum Managing Director |
|Place : ||Gurugram ||DIN: 01717507 |