of the Company
Your Directors have pleasure in presenting the 15th Annual Report of theCompany together with the Audited Financial Accounts for the year ended March 31 2018.
|Particulars ||2017-2018 ||2016-2017 |
|Income from Operation and Other income ||10747.51 ||6960.53 |
|Profit/ (loss)Before Finance Cost Depreciation &taxation ||1198.32 ||203.08 |
|Less: || || |
|Finance Cost ||21.10 ||40.24 |
|Depreciation & Amortization ||102.28 ||66.19 |
|Profit/ (Loss) Before Taxation ||1074.94 ||96.66 |
|Less: || || |
|Provision for Taxation ||394.56 ||18.50 |
|Deferred Tax Liability/ (Asset) ||(23.79) ||(0.24) |
|Add/ Less: Prior Year Adjustment || || |
|Net Profit/(Loss) Available ||704.18 ||78.40 |
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS
In the Financial year 2017-18 despite challenging business environment of the Industryas whole Company has achieved growth momentum and in revenue as profitability. OverallIndian Machine Tools Industry has scored 25% growth in which our Company Macpower hasrecorded its growth of 54.41%.
From the Highlights of Financial Result it can be seen that the sales of the Companyhas grown up. Company has revenue from Operation of Rs. 10694.3 Lacs in comparison toprevious year of Rs. 6918.15 Lacs i.e. increased by 54.58% and Company has incurred profitbefore Tax of Rs. 1074.94 Lacs in comparison to previous year of Rs. 96.66 Lacs i.e.increased by 1012.01% and has incurred Profit after Tax of Rs. 704.18 Lacs in comparisonto Profit of previous year of Rs. 78.40 Lacs i.e. increased by Rs. 798.19%.
For the Financial year 2018-19 Company is scouting the space for Tech Centre at Jaipurwhich has shown enormous business potential and have already zeroed on few locations tofinalize it at earliest. Futuristic expansion plans for capacity enhancements advancedassembly building machine shop machinery Measuring instruments are being procured. Companyin on its way to increase revenue and profit in FY 2019 by boosting the productioncapacity of 800 machines from present 600 machines capacity. Further refining of assemblyprocess minimum material flow by eliminating non value added activities and makingsubstantial changes in parts design which will help to reduce the throughput cycle timewithout adding machinery and resources.
CONVERSION OF COMPANY TO PUBLIC LIMITED COMPANY
Company has been converted from MACPOWER CNC MACHINES PRIVATE LIMITED to MACPOWER CNCMACHINES LIMITED w.e.f November 16 2017 and Board of Directors of the Company is veryhappy to share that on March 22 2018 Company got listed on NSE - SME Emerge.
Company has increased Authorised share Capital from Rs.6000000 (Rupees Sixty Lacs) toRs. 100000000 (Rupees Ten Crores)by passing ordinary resolution at Annual GeneralMeeting convened on September 21 2017 and has also increase paid up share capital asfollows:
- 12000 Equity shares by way of Right Issue allotted on 29/09/2017
- 6048000 Equity Shares by way of Bonus Shares allotted on 17/11/2017
- 425000 Equity Shares by way of Private Placement allotted on 27/02/2018
- 2615000 Equity Shares by way of Public Issue which includes 714000 Equity Sharesissued to Anchor Investor
By this allotment Paid-Up Capital of the Company increased from Rs. 6000000/-(Rupees Sixty Lacs) to Rs. 98080000/- (Rupees Nine Crores Eighty Lacs Eighty Thousand).
Your Board of Directors has recommended the Final Dividend of Re. 1/- per equity sharehaving face value of Re. 10/- each (i.e. 10% of face value) for the financial year endedMarch 31 2018. This Final Dividend is subject to the approval of Shareholders in the 15thAnnualGeneral Meeting. As per approval of Shareholders Dividend shall be paid to EquityShareholders except to those who have waived entitlement to dividend subject to approvalof Shareholders at this ensuing 15th Annual General Meeting for Alteration ofArticles of Association of the Company for addition of article which gives right toshareholders including Promoter and Promoter group to waive off their entitlement to adividend.
TRANSFER TO GENERAL RESERVE
No amount has been transferred to General Reserve for the financial year ended March31 2018.
The Company has no Holding Subsidiary and Associate Company.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes or commitments affecting the financial position of theCompany have occurred between the end of the financial year and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunalsthat could impact the going concern status of the Company and its future operations.
Company has not accepted any deposits and as such no amount of Principal or Interestwas outstanding as of the Balance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has not made any transaction forming part of section 186 of the CompaniesAct 2013.
RELATED PARTY TRANSACTIONS
Company has entered into transaction with Related Parties at Arm's Length Basis.Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as Annexure2 to the Board's report.
INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT
The Company has a well-established and comprehensive internal control system.Documents policies and authorization guidelines comply with the level of responsibilityand standard operating procedures specific to the respective businesses. The system ofinternal control is being improved to ensure that all assets are safe and protectedagainst loss from unauthorized use or disposition and that all transactions areauthorized recorded and reported correctly. The Company regularly conducts internalcheck using external and internal resources to monitor the effectiveness of internalcontrol in the organization. It strictly adheres to corporate policy with respect tofinancial reporting and budgeting functions. The Audit Committee of the Board of Directorsdeals with significant control and instructs further areas to be covered. The Company hasalso appointed internal auditor as on May 25 2018 and who will deal with Internal ControlSystems and their adequacy.
The assets of the company including buildings plant & machinery stocks etc.wherever necessary and to the extent required have been adequately insured against variousrisk.
The Company is engaged in the business of manufacturing of CNC Turning CentersVertical Machining Centers Horizontal Machining Centers Cylindrical Grinder VerticalTurret Lathe Turn Mill Centers Drill Tap Center Twin Spindle VMC and also MultiTasking5-axis along with sub spindle. Considering the nature of the Business and FinancialReporting of the Company the segment reporting is not applicable to company.
INDUSTRIAL RELATIONS & HUMAN RESOURCES
The strength of the Company is human resources; Company treats its all manpower asvaluable assets and believes that growth of the company is possible through entireworkforce working in the company. The Company's relation with human resource continued tobe cordial during the year under review. The Board wishes to take place on record itsappreciation for the valuable services rendered by its entire workforce. During the yearthere was no instance of Strike Lock out or another issues related to Human Resources.
POLICY ON PREVENTION OF SEXUAL HARASSMENT WOMAN AT WORKPLACE
The Company has in place a policy on Prevention of Sexual Harassment of Woman atWorkplace. During the year no complaints were received by the Company. Your Company hasalways believed in providing a safe and harassment free workplace for every individualworking in Companies premises through various interventions and practices. The policy onprevention of sexual harassment is placed on the website of the company at http: //www.macpowercnc.com- Investor Forum -Policies.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and amendments thereof are provided in the Annual Report. Particulars of Employees interms of the provisions of Section 197(12) of the Act read with Rule 5is attached withthis report as Annexure 3.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis report is presented herewith as Annexure 7.NUMBER OF MEETINGS OF THE BOARDAND COMPOSITION:
The Board has met 15(Fifteen) times during the financial year details of which are asunder:
|Name of Directors ||Rupesh J. Mehta ||Riya R. Mehta ||Nikesh J. Mehta ||Maulik R. Mokariya ||Rajendra R. Bhanderi ||Deven J. Doshi |
|Designation as on 3103-2018 ||Managin g Director ||Non- Executiv e Director ||Whole Time Director ||Additional Independe nt Director ||Additional Independent Director ||Additional Independen t Director |
|Date of Board Meeting & Attendance of meeting || || || || || || |
|(Y/N/NA) (NA: as the Directors were appointed on 17-11-2017) || || || || || || |
|08/04/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|31/07/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|21/08/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|21/09/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|26/09/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|29/09/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|10/10/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|17/11/201 7 ||Y ||Y ||Y ||NA ||NA ||NA |
|01/12/201 7 ||Y ||Y ||Y ||Y ||Y ||N |
|11/12/201 7 ||Y ||Y ||Y ||Y ||Y ||Y |
|02/02/201 8 ||Y ||Y ||Y ||Y ||Y ||Y |
|27/02/201 8 ||Y ||Y ||Y ||Y ||Y ||Y |
|09/03/201 8 ||Y ||Y ||Y ||Y ||Y ||Y |
|16/03/201 8 ||Y ||Y ||Y ||N ||Y ||Y |
|20/03/201 8 ||Y ||Y ||Y ||N ||Y ||Y |
Mr. Maulik R. Mokariya [DIN:05310868] Mr. Rajendrabhai R. Bhanderi [DIN:07986563] andMr. Deven J. Doshi [DIN: 07994505] were appointed on the Board of the Company asAdditional Independent Director w.e.f. November 17 2017 and their appointment to beregularized in ensuing Annual General Meeting. Mr. Rupesh J Mehta Managing Director ofthe Company retires at the ensuing Annual General Meeting pursuant to provision of section152(6) of the Companies Act 2013 and being eligible offer himself for reappointment.Brief profile of Director seeking appointment/re-appointment is disclosed in Annexure 1to Board's Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he meets with the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013placed on the website of the Company at http:/ / www.macpowercnc.com- InvestorForum -Policies.
As per Companies Act 2013 Board has made annual evaluation of its own performance andalso of its committees and Individual Directors. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard.
COMMITTEES OF THE BOARD
As on 31st March 2018 the Company is having 3 (Three) Committees asmentioned below:
(1) AUDIT COMMITTEE: The Company has an adequately qualified Audit Committeeconstituted w.e.f December 01 2017 in accordance with the provisions of section 177 ofthe Companies Act 2013.
COMPOSITION OF AUDIT COMMITTEE :Mr. Rajendra R. Bhanderi - Non- executiveIndependent Director as Chairman Mr. Rupesh J. Mehta - Executive Non-Independent Directorand Mr. Deven J. Doshi - Non- executive Independent Director as its members.
MEETING: During the period Audit Committee has met 1 time on 09thJanuary 2018 and all the Members have attended the said meeting. Ms Ekta Shukla CompanySecretary Acts as the Secretary to the Audit Committee and Mr. Rajnikant M. Raja CFO hasalso attended the Meeting.
BRIEF TERMS OF REFERENCE:
1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.
4. Reviewing with the management the annual financial statements before submission tothe board for approval with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013;
ii. Changes if any in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment bymanagement;
iv. Significant adjustments made in the financial statements arising out of auditfindings;
v. Compliance with listing and other legal requirements relating to financialstatements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report;
5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval.
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue right issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/DraftProspectus/ Prospectus /notice and the report submitted by the monitoring agencymonitoring the utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor's independence performance and effectiveness ofaudit process.
8. Approval or any subsequent modification of transactions of the company with relatedparties.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the company wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems.
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.
18. To oversee and review the functioning of the vigil mechanism which shall providefor adequate safeguards against victimization of employees and directors who avail of thevigil mechanism and also provide for direct access to the Chairperson of the AuditCommittee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems scope of auditincluding the observations of the auditor and review of the financial statements beforesubmission to the Board.
20. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.
21. To investigate any other matters referred to by the Board of Directors.
22. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial information and results ofoperations;
b. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by the management;
c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the Audit Committee.
(2) NOMINATION AND REMUNERATION COMMITTEE:
The Company has also constituted Nomination and Remuneration Committee w.e.f December01 2017 in accordance with the provision of section 178 of the Companies Act 2013.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE: Mr. Rajendra R. Bhanderi -Non- executive Independent Director as Chairman Mrs. Riya R. Mehta - Non-executiveDirector and Mr. Deven J. Doshi - Non-executive Independent Director of the Company as theMembers of the Committee.
MEETING: During the period Committee has met 1 time on February 02 2018 and allthe Members have attended the said meeting. Ms Ekta Shukla Company Secretary Acts as theSecretary to the Nomination and Remuneration Committee and Mr. Rajnikant M. Raja CFO hasalso attended the Meeting.
BRIEF TERMS OF REFERENCE:
a. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to the level andcomposition of remuneration of the directors key managerial personnel and otheremployees;
b. Formulation of criteria for evaluation of independent directors and the Board;
c. To ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks;
d. Devising a policy on Board diversity; and
e. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.
(3) STAKEHOLDERS RELATONSHIP COMMITTEE:
To consider and resolve the Grievances of Stakeholders the Company has framedStakeholders Relationship Committee in accordance with the provision of section 178 of theCompanies Act 2013 w.e.f December 01 2017. <
COMPOSITION OF STAKEHOLDERS RELATONSHIP COMMITTEE : Mrs. Riya R. Mehta -Non-executive Director as Chairperson Mr. Rupesh J. Mehta - Executive Director and Mr.Nikesh J. Mehta - Executive Director of the Company as the Members of the Committee.
MEETING: During the period Committee has met 1 time on March 26 2018 and all theMembers have attended the said meeting. Ms Ekta Shukla Company Secretary Acts as theSecretary to the Stakeholder Relationship Committee and Mr. Rajnikant M. Raja CFO hasalso attended the Meeting.
BRIEF TERMS OF REFERENCE:
i. Efficient transfer of shares; including review of cases for refusal of transfer /transmission of shares and debentures;
ii. Redressal of security holder's / investor's complaints Efficient transfer ofshares; including review of cases for refusal of transfer / transmission of shares anddebentures;
iii. Reviewing on a periodic basis the approval/refusal of transfer or transmission ofshares debentures or any other securities;
iv. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal;
v. Allotment and listing of shares;
vi. Reference to statutory and regulatory authorities regarding investor grievances;and
vii. To otherwise ensure proper and timely attendance and redressal of investor queriesand grievances;
viii. Any other power specifically assigned by the Board of Directors of the Company.
(4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company has also constituted Corporate Social Responsibility Committee w.e.f May25 2018 in accordance with the provision of section 135 of the Companies Act 2013.
COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Mr.
Rajendrabhai R. Bhanderi- Non- executive Independent Director as Chairman Mr. RupeshJ. Mehta - Executive Director and Mr. Nikesh J. Mehta - Executive Director of the Companyas the Members of the Committee.
BRIEF TERMS OF REFERENCE:
i. Formulate and recommend to the Board a Corporate Social Responsibility Policy whichshall indicate the activities to be undertaken by the company in areas or subjectspecified in Schedule VII;
ii. Recommend the amount of expenditure to be incurred on the activities referred to inclause (a); and
iii. Monitor the Corporate Social Responsibility Policy of the company from time totime.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act2013your directors confirm to the best of their knowledge and belief:
(a) That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
(b) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the Company for that period;
(c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going concern basis; and
(e) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. And
(f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
Pursuant to provision of section 139 of the Companies Act 2013 Board herebyrecommends to appoint M/s S. C. Makhecha & Associates [FRN: 120184W] CharteredAccountants as Statutory Auditors for a consecutive term of 5 years to hold office fromthe conclusion of this 15th Annual General Meeting till the conclusion of 20thAnnual General Meeting for the financial year 2022-23.
STATUTORY AUDITORS' REPORT
The observations of Auditors in their report read with the relevant notes to accountsin schedule are self-explanatory and do not require further explanation. There are noqualifications reservations or adverse remarks made by M/s S. C. Makhecha &Associates Chartered Accountants in their Audit Report.
Pursuant to Provision of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed M/s. K. P. Rachchh& Co. Practicing Company Secretary to conductSecretarial Audit for the financial year 2017-18.
SECRETARIAL AUDITORS' REPORT
The Secretarial Audit Report for the financial year ended March 31 2018 is annexedherewith to this Report. Secretarial Auditors' Report in the prescribed format i.e. MR-3is attached in this report as Annexure 4.The observations of Secretarial Auditor intheir report are self-explanatory and do not require further explanation.
STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
We the Directors of the Company hereby states the Company has complied all applicableSecretarial Standards to the extend its applicable.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format i.e. MGT-9 is appended as Annexure S tothe Board's report.
CORPORATE SOCIAL RESPONSIBILITY
Company has earned Profit before tax of Rs 10.75 Crores in the financial year ended on31st March 2018. As the Profit before Tax is more than Rs. 5.00 Croressection 135 of the Companies Act 2013 related to Corporate Social Responsibility will beapplicable from the year 2018-19 and accordingly Company has framed CSR Committee inpursuant to provision of section 135 of the Companies Act 2013 and rule made thereunder.Company is looking forward towards the Corporate Social Responsibility and Board shallensure that the company spends at least two per cent of the average net profits of thecompany made during the three immediately preceding financial years in the year 2018-19 inpursuance of its Corporate Social Responsibility Policy.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished in Annexure6 attached to this report.
WHISTLE BLOWER POLICY /VIGIL MECHANISM
The Company has in place a whistleblower policy (vigil mechanism) to support the Codeof Business Ethics. This policy documents the Company's commitment to maintain an openwork environment in which employees consultants and contractors are able to reportinstances of unethical or undesirable conduct actual or suspected fraud or any violationof Company's Code of Business Ethics at a significantly senior level without fear ofintimidation or retaliation. The said policy is placed on the website of the company at http://www.macnowercnc.com-Investor Forum -Policies.
Your Directors wish to place on record their sincere appreciation for the continuedcooperation and devoted services rendered by their esteemed vendors and suppliers. TheDirectors takes this opportunity to express their sincere appreciation for the continuedcooperation guidance support and assistance during the year under report by our Bankersof the Company including Government and Government agencies. The Board of Directors alsowishes to express its appreciation for the efforts and contribution made by the employeesat all levels during the year under report. Stakeholders support is also acknowledged bythe Management of the Company.
|Place: Metoda Rajkot ||For and on behalf the Board of |
|Date: August 17 2018 ||MACPOWER CNC MACHINES LIMITED |
| ||[Rupesh J. Mehta] |
| ||Chairman & Managing Director |
| ||DIN: 01474523 |