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Mahindra EPC Irrigation Ltd.

BSE: 523754 Sector: Industrials
NSE: MAHEPC ISIN Code: INE215D01010
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OPEN 101.50
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VOLUME 3553
52-Week high 178.00
52-Week low 85.00
P/E
Mkt Cap.(Rs cr) 277
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Mahindra EPC Irrigation Ltd. (MAHEPC) - Director Report

Company director report

Your Directors are pleased to present the 39th Annual Reporton business and operations of your Company along with the audited financial statements andaccounts for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

Highlights for the financial year are as under:

Amount
(Rs. in Crores)
For the Year ended 31st March 2021 For the Year ended 31st March 2020
Revenue from Operations 254.22 283.96
Other Income 3.09 1.33
Total Income 257.31 285.29
Profit Before Interest Depreciation & Tax 29.05 38.18
Finance Cost 0.65 1.98
Depreciation 3.09 3.80
Profit Before Tax 25.31 32.40
Tax expense 6.11 9.11
Profit After Tax 19.19 23.29
Other Comprehensive Income/ (loss) for the year (0.18) (0.01)
Profit for the year attributable to owners of the Company 19.01 23.28

Operations and Financial Overview

During the year under review your Company posted Sales turnover of Rs.254.22 Crores as against a total Sales turnover of Rs. 283.96 in the previous yearregistering a marginal de-growth over previous year.

The Company made a Profit before tax of Rs. 25.31 Crores for the year2020-21 as compared to Rs. 32.40 Crores in the previous year. The Profit after tax was atRs. 19.19 Crores as compared to Rs. 23.29 Crores in the previous year.

The effect of the COVID-19 pandemic started showing up in the Q1F'21 when the entire country went into lockdown to counter the spread of the virus.The business environment improved in Q2 F'21 mainly due to demand from farmersGovernment's spend in rural India and initiatives taken by the Company to contain theimpact on the performance. Q3 and Q4 of the financial year F'21 have seen a fairrecovery in demand for Micro Irrigation Systems in India but with a new challenge ofunprecedented raw material price increase.

For the year under review the micro irrigation industry in Indiarecorded a de-growth on account of COVID-19 pandemic conditions prevailing in major partof the financial year as well as some policy issues in certain states. Despite thechallenging conditions the Company recovered quickly due to its strong distributionfootprints across India effective channel initiatives Value added services supported bygood monsoon and Government's continued thrust on Agriculture and rural development.

To counter the effects of the downturn as well as margin pressure onaccount of steep raw material price increase the Company initiated effective cost andcash management initiatives which helped in containing the impact and remain profitablein the current economic scenario. There has been no change in the nature of business ofyour Company.

The year under review the Government seemed to be continuing its focuson the micro-irrigation in the country as the "Per Drop More Crop Scheme" formicro-irrigation coverage has benefitted millions of farmers this year's economicsurvey also points out micro-irrigation as a key component that contributed to nourishingvibrant agriculture sector in the pandemic era. The fund allocation by GoI shows thegovernment's intent and focus to boost micro-irrigation coverage. The announcement ofthe increase of Micro Irrigation Fund (MIF) under NABARD from earlier Rs. 5000 crore tonow Rs. 10000 crore also indicates the same. This is an excellent step in line with theGovernment's ‘Per Drop More Crop' initiative and will help increasemicroirrigation coverage in all states and achieve the Government's target of 1 croreHectare in 5 years as well as facilitate doubling of farmer income.

A detailed analysis of the financial results is given in the ManagementDiscussion and Analysis Report which forms part of this Report.

Dividend

Your Directors are pleased to recommend a dividend of 12% i.e. Rs. 1.20per equity share of Rs. 10 each for the year ended on 31st March 2021 payableto those shareholders whose names appear in the Register of Members as on the Book ClosureDate. The dividend if approved by the members would involve a cash outflow of Rs. 3.34Crores as against Rs. 3.33 Crores comprising the dividend of Rs. 1.20 per equity share ofRs. 10 each paid for the previous year. Further the Board of Directors of your Companydecided not to transfer any amount to the General Reserve for the year under review. Rs.8.48 lakhs is lying in unpaid dividend account of the Company as on 31st March2021. The dividends that are unclaimed/unpaid for a period of seven years shall betransferred to the Investor Education and Protection Fund (IEPF) administered by theCentral Government within the stipulated time period.

Consolidated Financial Statement

The Consolidated Financial Statements of the Company and its jointventure company prepared in accordance with the Companies Act 2013 ("the Act")and applicable Accounting Standards along with all relevant documents and theAuditors' Report forms a part of this Annual Report.

Joint Venture

Your Company entered into Joint Venture (JV) arrangement in F'19with TOP Greenhouses Limited Israel to set up Mahindra Top Greenhouses Private Limitedfor the protected cultivation business. The JV recorded a Sales Turnover of Rs. 5.1 Cr inthe full year of operation despite impact of the disruption on account of COVID-19 on therevenues. The JV is focusing on strengthening its value proposition channel partners anddeveloping new Business Models besides building on its strength in Technology DrivenCorporate segment. JV provides an opportunity for both Joint Venture partners to draw onthe strengths of each other and grow protected cultivation business by providing hi-techeconomical and relevant solutions to protected cultivation customers both large andsmall. With more evident impact of climate change on agriculture and need to increaseyield protected cultivation is going to play a significant role in Indian agriculture.

Corporate Governance & Management Discussion and Analysis Report

Your Company believes that sound practices of good CorporateGovernance Transparency Accountability and Responsibility are the fundamental guidingprinciples for all decisions transactions and policy matters of the Company. A Report onCorporate Governance along with a certificate from the Statutory Auditors of the Companyregarding compliance of conditions of Corporate Governance as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "LODR Regulations") forms part of this Annual Report.

Further the Management Discussion and Analysis Report for the yearunder review as stipulated under LODR Regulations forms part of this Report asAnnexure-I.

Stock Options

The Nomination and Remuneration Committee of the Board of Directorsinter alia administers and monitors the Employees Stock Option Scheme of the Company"the ESOS". The ESOS is in compliance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 and there have been no materialchanges in the said scheme during the year under review.

During the year under review 57777 nos. of Stock Options under theESOS were exercised immediately after vesting. Accordingly the Company made the allotmentof 57777 Equity Shares.

The applicable disclosures as stipulated under the SEBI Guidelines ason 31st March 2021 (cumulative position) with regard to the ESOS are providedin Annexure-II to this Report.

Voting rights on the shares issued to employees under the ESOS areeither exercised by them directly or through their appointed proxy.

Share Capital

During the year with the allotment of 57777 equity shares onexercising of Stock Options by employees the total paid up equity share capital of theCompany increased from 27781698 equity shares of Rs. 10 each to 27839475 equityshares of Rs. 10 each. The said equity shares have been listed on the Bombay StockExchange Limited and National Stock Exchange and they rank Pari passu with the existingequity shares in all respects.

Accordingly the Paid-up Share Capital of the Company stood at Rs.278394750 comprising of 27839475 equity shares of Rs. 10 each as on 31stMarch 2021.

Holding Company

The promoters of the Company i.e. Mahindra and Mahindra Limited("M & M") hold 15144433 equity shares which represent 54.40% of the totalpaid up capital of the Company. Your Company continues to be a subsidiary company of M& M. The Company has a JV with 60% holding.

Contracts and arrangements with Related Parties

During the financial year all contracts/arrangements/ transactionsentered by the Company with related parties were in the ordinary course of business and onan arms-length basis. During the year the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

All related party transactions were placed before the Audit Committeefor approval wherever applicable. Prior omnibus approval is also obtained from the AuditCommittee for the related party transactions which cannot be foreseen and accordingly therequired disclosures are made to the Committee on quarterly basis for its approval.

The Company's major related party transactions are generally withits holding and associate companies. The related party transactions are entered into basedon considerations of various business exigencies such as synergy in operations salestransactions through tenders or otherwise. All related party transactions are negotiatedon an arms-length basis and are intended to promote the Company's interests.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board of Directors may be accessed onthe Company's website at the link:

http://www.epcmahindra.com/CorporateGovernance.aspx

The related party transactions have been set out in the Note No. 29 tothe financial statement.

Risk Management

The Company has constituted a Risk Management Committee comprising Mr.Ashok Sharma Mr. S Durgashankar and Mr. Anand Daga. Mr. Ashok Sharma is the Chairman ofthis Committee. The Company has adopted the Risk Management Policy. The Committee isentrusted with the responsibility to assist the Board of Directors in (a) overseeing andapproving the Company's enterprise-wide risk management framework; and (b) overseeingthat all the risks that the organization faces such as strategic financial creditmarket liquidity security property IT legal regulatory reputational and other riskshave been identified and assessed.

There is an adequate mechanism in place about risks and uncertaintiesthat can impact its ability to achieve its strategic objectives risk assessment riskmitigation and minimization procedures and its periodical review.

Industrial relations

The Company believes that sustainable growth can only be achieved in anorganization which focuses on a performance culture and where employees are engaged andempowered to be the best they can be.

Employees at all levels have contributed to the performance of yourCompany. Your Directors place on record the Co-operation of employees during the yearunder report. The Directors also place on record the unstinted Co-operation extended bythe staff members during the period under review.

Our mission is to protect and enhance the well-being of our employeesvisitors and other stakeholders. A safe work environment is non-negotiable for which wefollow strict safety standards in all our facilities. Our safety practices ensure allpossible safety hazards are identified and eliminated not only at the workplace but alsoduring employee travel. We promote holistic safety culture to improve safety beyond work.

The Management Discussion and Analysis Report gives an overview of thedevelopments in Human Resources / Industrial Relations during the year.

Safety Health and Environmental Performance

Your Company's commitment towards safety health and environmentis being continuously enhanced and your Company encourages involvement of all itsemployees in activities related to safety including promotion of safety standards. Thisis also demonstrated by the fact that there has been only one reportable incidence(Non-Fatal) of accident in the last six years.

The Safety Committee constituted for the same regularly reviews theadherence of safety norms. Some of the programs undertaken by the Company includebehavior-based safety training knowledge-based fire extinguisher training fire-fightingtraining and safety awareness etc.

Various health checkup programs for employees were regularly undertakenby the Company.

Requirements relating to various environmental legislations andenvironment protection have been duly complied by your Company.

Board and Committees

1. Directors

The following persons are the directors of the Company as on 31stMarch 2021:

Name of the Director Designation
Mr. Shriprakash Shukla Non-Executive Non-Independent Director
Mr. Ashok Sharma Executive Non-Independent Director
Mr. S. Durgashankar Non-Executive Non-Independent Director
Mr. Anand Daga Non-Executive Independent Director
Mr. Sudhir Kumar Goel Non-Executive Independent Director
Mrs. Aruna Bhinge Non-Executive Independent Director

Pursuant to the provisions of Section 152 of the Companies Act 2013(the "Act") Mr. Shriprakash Shukla DIN: 00007418) is liable to retire byrotation and being eligible has offered himself for re-appointment.

Mr. Nikhilesh Panchal resigned as an Independent Director of theCompany effective from close of business hours of 23rd October 2020. He hasresigned to pursue his other interests. The Board expressed sincere appreciation for thevaluable contribution made by Mr. Nikhilesh Panchal for establishing strategies of theCompany during his tenure as an Independent Director.

Appointment / Re-appointment of Independent Directors Dr. Sudhir KumarGoel

Pursuant to the approval of Members in the Annual General Meeting heldon 3rd August 2020 Dr. Sudhir Kumar Goel (DIN: 02965596) was appointed asNon-Executive Independent Director from 23rd July 2019 to 22ndJuly 2022.

Further pursuant to the recommendation of Nomination and RemunerationCommittee and the performance evaluation the Board at its meeting held on 11thMay 2021 recommended appointment of Dr. Sudhir Kumar Goel for a second term of 3 (three)consecutive years commencing from 23rd July 2022 to 22nd July 2025to hold office as Independent Director of the Company not liable to retire by rotation onthe Board of the Company. The prior approval from Shareholders for appointment of Dr.Sudhir Kumar Goel is being sought at the ensuing Annual General Meeting.

Detailed profile of the Directors seeking appointment/ re appointmentalong with other necessary details as may be required are provided in the in the Notice of39th Annual General Meeting of the Company.

Independent Directors

All the Independent Directors on the Board have given a declaration oftheir independence to the Company as required under Section 149(6) of the Act andRegulation 16(1 )(b) of the SEBI LODR Regulations. In the opinion of the Board all theIndependent Directors possess the integrity expertise and experience including theproficiency required to be Independent Directors of the Company meets the criteria ofindependence as specified in the Act and the SEBI LODR Regulations and are independent ofthe management and have also complied with the Code for Independent Directors asprescribed in Schedule IV of the Act.

The Independent Directors of the Company have confirmed that they haveregistered or will register themselves with the Indian Institute of Corporate AffairsManesar and have their name included in the databank of Independent Directors within thestatutory timeline and they will also appear for the online proficiency test within aperiod of two year wherever applicable.

The Board is of the opinion that the Independent Directors of theCompany hold highest standards of integrity and possess requisite expertise and experiencerequired to fulfill their duties as Independent Directors.

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(the "Rules of 2014") in respect of ratio of remuneration of a director to themedian

remuneration of the employees of the Company for the financial year isannexed herewith and marked as Annexure III to this Report.

During the year under review the independent directors were paidCommission of Rs. 5 lakhs each for the year 2019-20.

Performance Evaluation of the Board

The Company has devised a Policy for performance evaluation ofindependent directors Board of Directors Committees and other individual Directorswhich includes criteria for performance evaluation of the Non-Executive Directors andExecutive Director.

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its own performance and that of its Committees as well asperformance of the Directors individually. Feedback was sought by way of a structuredquestionnaire covering various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance and the evaluation was carried out based onresponses received from the Directors.

The details of programme for familiarization of independent directorswith the Company their roles rights and responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company. During the year the independent directors ofthe Company met on 14th May 2020.

Your Company has adopted the following Policies which inter aliainclude criteria for determining qualifications positive attributes and independence ofa Director. The following policies of the Company are annexed herewith and marked asAnnexure IV and Annexure V respectively and forms part of this Report:

a) Policy on Appointment of Directors and Senior Management andSuccession Planning for Orderly Succession to the Board of Directors and the SeniorManagement.

b) Policy for Remuneration of the Directors Key Managerial Personneland other employees.

Meetings of the Board

Four meetings of the Board of Directors were held during the year.Details of attendance of meetings of the Board its Committees and the AGM are included inthe Report on Corporate Governance which forms part of this Annual Report.

Committees of the Board

Your Company has duly constituted the Committees required under theCompanies Act 2013 read with applicable Rules made thereunder and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Mr. Nikhilesh Panchal ceased to be the Chairman and Member of theStakeholders Relationship Committee and Risk Management Committee of the Board upon hisresignation as Independent Director of the Company with effect from 23rdOctober 2020.

Audit Committee

The Audit Committee comprises Independent Directors namely M/s. AnandDaga (Chairman) S Durgashankar and Dr. Sudhir Kumar Goel as other members.

All the recommendations made by the Audit Committee were accepted bythe Board of Directors.

CSR Committee

The CSR Committee comprises M/s Ashok Sharma (Chairman) S Durgashankarand Dr. Sudhir Kumar Goel as other members.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Directors namelyMr. Anand Daga (Chairman) Mr. S. Durgashankar and Dr. Sudhir Kumar Goel as other members.

Stakeholders' Relationship Committee

The Stakeholders Relationship Committee comprises Directors namely Dr.Sudhir Kumar Goel (Chairman) Mr. Ashok Sharma and Ms. Aruna Bhinge as other members.

Risk Management Committee

The Risk Management Committee comprises Directors namely Mr. AshokSharma and Mr. S. Durgashankar and Mr. Anand Daga as other members.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Act thefollowing persons have been designated as KMP of the Company as at 31st March2021:

Name of the KMP Designation
Mr. Ashok Sharma Managing Director
Mr. Abhijit Page Chief Executive Officer (CEO)
Ms. Sunetra Ganesan Chief Financial Officer (CFO)
Mr. Ratnakar Nawghare Company Secretary (CS)

Directors' Responsibility Statement

Pursuant to section 134 (5) (e) of the Act your Directors based onthe representations received from the Operating Management and after due enquiry statethat:

a) in the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame.

b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on 31stMarch 2021 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) t he Directors have prepared the annual accounts on a ‘goingconcern' basis.

e) t he Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Business Responsibility Report

The Business Responsibility Report (BRR) of your Company for thefinancial year ended 31st March 2021 forms part of this Annual Report asAnnexure VI required under Regulation 34 (2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Your Company strongly believes that sustainable and inclusive growth ispossible by using the levers of environmental and social responsibility while settingaspirational goals and improving economic performance to ensure business continuity andrapid growth.

Corporate Social Responsibility

Pursuant to the amendment's made under Section 135 of CompaniesAct 2013 and rules made thereunder the Corporate Social Responsibility Committee("CSR Committee") has formulated and recommended to

the Board a revised Corporate Social Responsibility Policy ("CSRPolicy") indicating the activities to be undertaken by the Company which has beenapproved by the Board.

The CSR Policy may be accessed on the Company's website at thelink: http://www.epcmahindra.com/csr.aspx The key philosophy of all CSR initiatives of theCompany is guided by three core commitments of Scale Impact and Sustainability.

During the year under review your Company initiated few projects suchas Promotion of Education Rural Development Promotion of Health and Safety Promotion ofSanitization etc. These projects were mainly implemented directly through employeeparticipation.

During the year under review the Company has spent Rs. 41.51 lakhswhich is over 2% of the average net profits of last three financial years on CSRactivities.

The Annual Report on CSR activities is annexed herewith and marked asAnnexure VII.

Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed thereunder

The Company has a detailed policy in place in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (‘POSH Act').

During the financial year under review the Company did not receive anycomplaints of sexual harassment and no complaint was pending as of 31st March2021.

Vigil Mechanism/Whistle Blower policy

To ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior the Company has adopted a vigilmechanism policy. Whistle Blower or Complainant under the said Policy shall be entitledto direct access to the Chairperson of the Audit Committee in appropriate or exceptionalcases. This policy is explained in the Report on Corporate Governance and posted on thewebsite of Company.

Auditors and Auditor's Report a) Statutory Auditors

The Auditors M/s. Deloitte Haskins & Sells Chartered AccountantsBaroda holds office under second term of five years until the conclusion of the AnnualGeneral Meeting to be held in the year 2021 as per the resolution passed by theshareholders on 29th July 2016.

Pursuant to the provisions of Section 139 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 M/s Deloitte Haskins & SellsChartered Accountants Baroda the Statutory Auditors of the Company hold office up tothe conclusion of the ensuing Annual General Meeting (AGM). As prescribed under Section139(2) of the Act Auditor rotation is applicable to the Company. Now it is proposed toappoint B S R & Co. LLP as Statutory Auditors of the Company at the ensuing AGM tohold office for a period of 5 years i.e. from the conclusion of 39th AGM tillthe conclusion of 44th AGM to be held in the year 2026. The consent of theproposed Auditors along with certificate under Section 139 of the Act have been obtainedfrom the proposed Auditors to the effect that their appointment if made shall be inaccordance with the prescribed conditions and that they are eligible to hold the office ofAuditors of the Company. The Board recommends the appointment of Chartered Accountants asthe Statutory Auditors of the Company for a period of 5 years from the date of ensuingAGM.

Necessary resolution for appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.

b) Auditor's Report

The observations / qualifications / disclaimers made by the StatutoryAuditors in their report for the financial year ended 31st March 2021 readwith the explanatory notes therein are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3) of the Companies Act2013. The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

Cost Auditors

The cost accounting records of the Company are maintained and theCompany had filed the Cost Audit Report as per the Companies (Cost Accounting Records)Rules 2011 prescribed under Section 148 (6) of the Act and Rule 6(6) of the Companies(Cost Records and Audit) Rules 2014 pertaining to the financial year 2019-20 before thedue date of filing.

Pursuant to section 148 of the Act the Board of Directors on therecommendation of the Audit Committee appointed M/s Deodhar Joshi and Associates CostAccountants as the Cost Auditors of the Company for the financial year 2020-21. M/sDeodhar Joshi and Company have confirmed that their appointment is within the limits ofsection 139 of the Act and have also certified that they are free from anydisqualification specified under sections 141(3) and 148(5) of the Act.

The Audit Committee has also received a Certificate from the CostAuditor certifying their independence and arms-length relationship with the Company.

The Directors recommend the remuneration payable to the Cost Auditorsof the Company for the year 2021-2022. The approval from shareholders for the remunerationpayable to the Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Rules framed thereunder the Secretarial Audit Report for the financial yearended on 31st March 2021 issued by Mr. Sachin Bhagwat Practicing CompanySecretary is annexed herewith and marked as Annexure IX to this Report. The SecretarialAudit Report does not contain any qualification observation reservation or adverseremarks or disclaimer.

Public Deposits & Loans/Advances

Your Company has not accepted any deposits during the year underreview. There were unclaimed/unpaid deposits and unclaimed/ unpaid interest warrantsoutstanding as on 31st March 2021 amounting in Rs. 0.16 lakhs which shall betransferred to Investor Education and Protection Fund (IEPF) administered by the CentralGovernment after completion of this stipulated time period. Your Company has neither madeany loans or advances nor provided any guarantees or securities or made any investmentswhich are required to be disclosed in the Annual Accounts of the Company.

Energy Conservation and Technology Absorption and Foreign ExchangeEarnings and Outgo

The particulars relating to energy conservation technology absorptionforeign exchange earnings and outgo as required to be disclosed under sub-section (3)(m)of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 areannexed herewith and marked as Annexure VIII to this Report.

DISCLOSURES:

Compliance with the provisions of Secretarial Standard 1 andSecretarial Standard 2

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries

of India and that such systems are adequate and operating effectively.During the year under review the Company was in compliance with the Secretarial Standardsi.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and"General Meetings" respectively.

Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section 3 ofSection 92 of the Companies Act 2013 the copy of Annual Return of the Company as on 31stMarch 2021 is placed on the website of the company at the following web address:http://epcmahindra.com/pdf/Annual_Return_Form_MGT-7.pdf

Dividend Distribution Policy

Pursuant to regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a dividend distribution policy which became effective from 1stApril 2021 stipulating factors to be considered in case of Dividend declaration whichforms part of this report as Annexure X.

The same has also been hosted on the website of the Company and isaccessible at the web-link: http://www.epcmahindra.com/pdf/Annexure_-_X_Dividend_Distribution_ Policy_-MEIL.pdf

General

No Commission was paid to the Managing Director by the Company or anyremuneration from the JV of the Company.

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Details relating to deposits covered under Chapter V of theCompanies Act 2013.

2. Issue of equity shares with differential rights as to dividendvoting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme save and except ESOS referred to in this Report.

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company'soperations in future.

5. There were no frauds reported by auditors (including Secretarial andCost auditor) to the Audit Committee or Board and not reported to the Central Government.

6. There were no material changes and commitments if any affectingthe financial position of the Company which has occurred between the end of the financialyear and the date of this Report.

Particulars of Employees

No employee was in receipt of remuneration as required under Section197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

Acknowledgements

Your Directors take this opportunity to place on record their sincereappreciation for the co-operation and continued support received from customers vendorssuppliers bankers business associates and shareholders.

For and on behalf of the Board
Anand Daga Ashok Sharma
Director Managing Director
Place : Nashik
Dated : 11th May 2021

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