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McNally Bharat Engineering Company Ltd.

BSE: 532629 Sector: Engineering
NSE: MBECL ISIN Code: INE748A01016
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OPEN 6.84
VOLUME 21794
52-Week high 13.13
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Mkt Cap.(Rs cr) 141
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Buy Qty 0.00
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Sell Qty 0.00
OPEN 6.84
CLOSE 6.84
VOLUME 21794
52-Week high 13.13
52-Week low 4.38
Mkt Cap.(Rs cr) 141
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

McNally Bharat Engineering Company Ltd. (MBECL) - Director Report

Company director report

Your Directors have pleasure in presenting the Fifty Sixth Annual Report together withaudited statement of accounts for the year ended March 31 2019.


The key highlights of the operations for the financial year 2018-19 over the previousyear (based on standalone only in all cases) are as follow:

Total Income increased from Rs. 159218.63 lakh to Rs. 176410.21 lakh and earningsbefore Finance Cost Depreciation & Amortization and Tax decreased from Rs. (4240)lakh to Rs. (8837) lakh.


The Financial performance of the Company for the year ended March 31 2019 issummarized below:

(Rs. in Lakhs)

Standalone for the year ended March 31st

2019 2018
Revenue from operations and other income 176410 159219
Profit before Finance Cost Depreciation & Amortisation and Tax (8837) (4240)
Less: Finance Cost 36704 50236
Earnings before Depreciation & Amortisation and Tax (45541) (54476)
Less: Depreciation & Amortisation 1059 1462
Profit Before Tax (46600) (55938)
Total Tax Expenses - (13393)
Profit for the year (46600) (42545)
Other Comprehensive Income (105) (101)
Total Comprehensive Income of the year (45705) (42646)
Retained earnings amount brought forward from previous year (123467) (80821)
Transfer to / from General Reserve Nil Nil
Balance of Total Retained Earnings at the end of the year (169172) (123467)


The Financial year 2018-19 has been very challenging for your company. Non availabilityof working capital and increased interest burden have adversely impacted the profitabilityof the company. However your company under the guidance of Mr. Srinivash Singh iscommitted to its vision to create long term stakeholder value.

The company is in discussion with the Lenders for implementing Debt Resolution outsideIBC as per RBI guidelines and is making efforts for raising funds for working capitalreducing cost and improving operational efficiency.

The Lenders have started the process of Debt Resolution and appointed various agenciesin this regard. The resolution process is expeditiously moving forward and the managementis quite hopeful that the Lenders will complete the Resolution Process in the currentfinancial year within the ambit of the RBI guidelines.

Your Board has received confirmation from its senior managerial staffs that they had nopersonal interest in any material financial and commercial transactions of the Company.


No change has taken place in the nature of business of the Company during the yearunder review.


The following major projects are under execution of your Company:

• Substation package SS01 for extension of 765 v Ranchi and 400kv Subhas gramsubstation for PGCIL

• BOP Package for 2 x 600 MW STPP of M/s SCCL

• R&R colony at Khinda Odisha for M/s NLC

• 132 KV GIS Substation at Panagarh of M/s WBSETCL

• Coal Handling Plant for 1x500 MW TPS at Vindyachal of NTPC

• Coal Handling Plant for 3x250 MW TPS at Bongaigaon of NTPC

• Civil Works of Ware House at Uluberia for M/s ESR

• Ash Handling Plant for 2x660 MW at Mouda (Stage II) of NTPC

• Ash Handling Plant for 3x800 MW at Kudgi of NTPC

• Ash Handling Plant for 2x250 MW at Bhavnagar of M/s BECL

• Firefighting works at Uluberia for M/s ESR

• Dry Fly Ash conveying system at Farakka of NTPC

• CW & Make up Water Package for 2x600 MW at Nabinagar of NPGC

• Nabinagar - Water Pretreatment Plant

• By-Product Plant at Bhilai for BSP SAIL

• 8MTPA capacity CHP at Manoharpur Odisha for OCPL

• De-bottlenecking of Plant at Zawar of HZL

• 2MTPA Lead-Zinc beneficiation Plant at Zawar for HZL

• Balaria-Mochia Surface Crushing Plant at Zawar of HZL

• 2MTPA Paste Fill Plant at RA Mines for HZL

• 2MTPA Paste Fill Plant at SK Mines for HZL

• Construction of Entry Exit Structures & Other Civil Work at Kochi for DMRC


• Al Hadeetha Resources

- Engineering job at Washihi Mozzaza Copper concentrator Project

• Hindustan Zinc Limited

- Retaining wall construction development of related infra and execution of electricalworks at Zawar Mines


In absence of profit for the current financial year (2018-19) the Board of Directorsof your Company considered it prudent not to recommend any dividend on Equity Shares forthe year. Further in view of the accumulated losses no dividend will be rewarded to theNon-Convertible Preference shareholders though they are entitled to receive dividend at afixed rate of 11.50% on the Non-Convertible Redeemable Preference Shares of Rs. 100/-each.

The register of members and share transfer books will remain closed from September 202019 to September 26 2019 (both days inclusive).


During the year ended March 31 2019 the Subscribed and Paid-up Equity Share Capitalof the Company has been increased to 172151757 equity shares having a face value of Rs.10/- each upon conversion of Compulsorily Convertible Preference Shares (CCPS) as pertheir terms of allotment. During the year the company allotted 9515151 and 4592000equity shares to the holders of CCPS (on conversion of same number of CCPS) belonging toPromoter and Public category respectively.


The following changes have occurred in the Board of Directors during the year:

Resignation / Cessation:

- Mr. Amritanshu Khaitan (DIN -00213413) who was a Non-executive Promoter Directorresigned from the Board of Directors w.e.f. December 17 2018.

- Mr. P. S. Bhattacharya (DIN -00329479) who was a Non-executive Independent Directorresigned from the Board of Directors w.e.f. February 20 2019.

- Mr. Virendra Kumar Verma (DIN -00766426) who was a Non-executive IndependentDirector resigned due to his old age from the Board of Directors w.e.f. April 01 2019.

Your Directors take this opportunity to place on record their appreciation andgratitude for the valuable contributions made by the above-mentioned directors duringtheir association with the Company.

Appointment / Reappointment:

In accordance with the provisions of the Articles of Association of the Company readwith Section 152 of the Act Mr. Aditya Khaitan (DIN - 00023788) will retire by rotationat the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ('Listing Regulations') read with the Secretarial Standardon General Meetings (SS-2) issued by the Institute of Company Secretaries of India theparticulars of Mr. Aditya Khaitan (DIN -00023788) form part of the Notice convening the56th Annual General Meeting of the Company.


The following changes have occurred in the Key Managerial Personnel during the year:


Mr. Manoj Kumar Digga was appointed by the Board of Directors as the Chief FinancialOfficer (CFO) of the Company w.e.f. July 14 2018.

Mr. Digga holds by qualification memberships of the Institute of CharteredAccountants of India the Institute of Company Secretaries of India and the Institute ofCost and Works Accountants of India. He possesses more than 26 years of experience in thefields of Accounts Finance and Secretarial functions. Immediately before joining theCompany he was associated with Visa Steel Limited as CFO and leading the finance andaccounts of the group for 23 years.

As on March 31 2019 the Company had three Key Managerial Personnel being Mr.Srinivash Singh Managing Director Mr. Manoj Kumar Digga Chief Financial Officer and Mr.Indranil Mitra Company Secretary and Compliance Officer of the Company.

However Mr. Indranil Mitra resigned from the position of Company Secretary andCompliance Officer of the Company w.e.f. July 10 2019 and the Board of Directors havingaccepted his resignation; appointed Mr. Rahul Banerjee a member of the Institute ofCompany Secretary of India (ICSI) (Membership No. 32796) as the Company Secretary andCompliance Officer of the Company w.e.f. August 14 2019.


The Board met six times during the year on April 16 2018 May 29 2018 August 142018 August 29 2018 November 14 2018 and February 13 2019. The intervening gapbetween any two Board Meetings was within the period prescribed by the Companies Act 2013('the Act') read with the Listing Regulations.


The evaluation of the Board its Committees and of individual Directors for thefinancial year 2018-19 was undertaken in compliance with the provisions of Section134(3)(p) and Schedule IV of the Act.

The Board was of the view that the performance of the Board of Directors as a whole wasadequate and it fulfilled the parameters stipulated in the Evaluation Framework in itspro-growth activity and facing challenging operational and economic adversities during theyear. The Board also ensured that the Committees functioned adequately and independentlyin terms of the requirements of the Act and the Listing Regulations and at the same timesupported as well as coordinated with the Board to help in its decision making. Theindividual Director's performance was also evaluated and the Board was of the view thatthe Directors fulfilled their applicable responsibilities and duties as laid down by theAct and the Listing Regulations and at the same time contributed with their valuableknowledge experience and expertise for the functioning of the Company and counter at theadverse challenges faced by the Company during the year.

Evaluation was also carried out by the Independent Directors of the non-independentDirectors and the Board as a whole and the Chairman of the Company considering the viewsof executive and non-executive Directors. The performance of all the Directors andChairman was found to be extremely satisfactory in the present scenario.


The Independent Directors have submitted their disclosures to the Board that they meetthe criteria of independence as stipulated in Section 149(6) of the Act.


The Board acknowledges the responsibility for ensuring compliance with the provisionsof Section 134(3)(c) read with Section 134(5) of the Act for the year ended 31st March2019 and states that:

1) in the preparation of annual accounts the applicable accounting standards have beenfollowed. There are no material departures from prescribed accounting standards;

2) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 2018-19and of profit/loss of the Company for that period;

3) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4) the Directors have prepared the annual accounts on a going concern basis;

5) 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

6) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.


The particulars of loans guarantee or investment made under Section 186 of the Act arefurnished in the Notes to the Financial Statements for the year ended March 31 2019.


Related Party Transactions entered into during the year under review were on arm'slength basis and in the ordinary course of business for the operational and administrativebenefits of the Company. There were no contracts/arrangements/ transactions with relatedparties which could be considered as material and which may have a potential conflict withthe interest of the Company at large. Accordingly no Contracts/arrangements/transactionsare being reported in Form AOC-2.

The Company has formulated a Related Party Transaction Policy and the same is disclosedon the website of the Company and can be accessed at:


During the financial year ended March 31 2019 your Company has not accepted anydeposits from the public.


No significant and material orders have been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operation in thefuture.


No material changes and commitments affecting the financial position of the Companyoccurred between the financial year-end i.e. March 31 2019 and the date of this report.


Financial statements (i.e. Balance Sheet Profit & Loss Statement and Cash-FlowStatement together with notes) are prepared through the process which has automated aswell as manual controls to ensure accuracy of recording all transactions which have takenplace during any accounting period and the resultant financial position at period end.All data pertaining to payroll purchases manufacturing project cost and other financialactivities are recorded through ERP systems operating in various sites as well as headoffice. All data/ transactions entered in systems are checked by various functionalpersonnel on the basis of supporting documents & records then the accounting entriesare checked by accounts personnel and finally those are validated by managerialpersonnel.

At periodic intervals the accounting data are compiled and financial statements areprepared. While preparing the financial statements it is ensured that all transactionspertaining to the accounting period are recorded. Fixed assets all significant items ofstores and monetary assets are physically verified. Balance confirmations are obtained forall significant items of trade receivables and advances.

After preparation of the financial statements all items appearing in the statementsare analyzed in order to ensure overall reasonableness.

The Company has adopted policies and procedures including Internal Audit system forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of fraud anderrors accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures.

However the Statutory Auditors of the Company has identified weaknesses with respectto establishing internal control framework relating to appropriateness of carrying amountof deferred tax impairment of trade receivable and financial assets recognition of gainon fair valuation of financial liabilities and payment of excess managerial remuneration.The auditors have considered these weaknesses as 'material weaknesses' in the Company'sinternal financial control. The Company is taking corrective measures in respect of allthe above matters.


The Company has adopted and implemented a Risk Management Policy after identifyingvarious risks which the Company encounters with during the course of its business none ofwhich in the opinion of the Board of Directors may threaten the very existence of theCompany itself. The Audit Committee and the Board of Directors of your Company regularlymonitor the Risk Management process including risk identification impact assessmenteffective implementation of the mitigation plans and risk reporting.


The Audit Committee of the Board as on 31st March 2019 consisted of Mr. V. K. VermaMr. A. K. Barman Ms. Arundhuti Dhar and Mr. Srinivash Singh. Mr. V. K. Verma aNon-Executive Independent Director was the Chairman of the Audit Committee.

However after the end of the Financial Year 2018 - 19 Mr. Virendra Kumar Verma dueto his old age resigned from the directorship of the Company w.e.f. April 01 2019 andhence Board of Directors nominated Mr. Asim Kumar Barman as the Chairman of the AuditCommittee by passing a resolution by circulation on May 23 2019.


Pursuant to the provisions of Section 178(10) of the Act the Company has established avigil mechanism/whistle blower policy and oversees through the Audit Committee thegenuine concerns expressed by the employees and other Directors. The Company has also madeprovisions for adequate safeguards against victimization of employees and Directors whoexpress their concerns. The Company has also provided direct access to the Chairman of theAudit Committee on reporting issues concerning the interests of the employees and theCompany. The vigil mechanism/whistle blower policy of the Company has been uploaded on thewebsite of the Company and can be accessed at:


Your Company has the following subsidiaries as on March 31 2019:

• McNally Sayaji Engineering Limited (MSEL)

• McNally Bharat Equipments Limited (MBEL)

• MBE Mineral Technologies Pte Limited

• MBE Minerals Zambia Limited

• Vedica Sanjeevani Projects Private Limited (ceased to be subsidiary w.e.f.August 29 2018)

• McNally Sayaji Engineering Limited has the following subsidiary:

• MBE Coal & Mineral Technology India Private Limited

During the year under review the Board of Directors of your Company reviewed theaffairs of material subsidiaries. In accordance with Section 129(3) of the Act yourCompany has prepared in addition to the Standalone Financial Statements of the Companyconsolidated financial statements of the Company and all its subsidiaries which form partof the Annual Report. Further the report on the performance and financial position ofeach of the subsidiary associate and joint venture and salient features of the financialstatements in the prescribed Form AOC-1 is annexed to the financial statements of theCompany.

Information pursuant to Rule 8(1) of the Companies (Accounts) Rules 2014 regardingfinancial highlights of performance of subsidiaries associates and joint venturecompanies and their contribution to the overall performance of the Company during theperiod under report is given herein-below :-

Turnover Income
SI. No. Subsidiary Companies Business Activities (Rs.) (Rs.)
1. McNally Sayaji Engineering Limited Manufacturer of crushing screening grinding material handling and mineral processing equipment. 25996 (3776.38)
2. McNally Bharat Equipments Limited - - (0.74)
3. MBE Mineral Technologies Pte Limited Investment holding and provision of management and related support services. - (5823399)#
4. MBE Minerals Zambia Limited - - (1250)*
5. Vedica Sanjeevani Projects Private Limited! Construction business. - -

# Figures in US $ not in INR lakhs.

* Figures in ZMK not in INR lakhs.

+ Ceased to be subsidiary w.e.f. August 29 2018

Further in accordance with Section 136 of the Act the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited financial statements of each of the subsidiary will be available on the website ofthe Company i.e. in a downloadable format. These documents willalso be available for inspection during business hours at the registered office of theCompany. Shareholders desirous of obtaining the report and accounts of your Company'ssubsidiaries may obtain the same upon request.


M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) was appointed as the Statutory Auditors of your Company in thefifty-fourth Annual General Meeting (AGM) of the Company held on September 20 2017 for aperiod of five consecutive years from the conclusion of the said AGM until the conclusionof the fifty-ninth AGM.

Further M/s. V. Singhi & Associates Chartered Accountants Kolkata (ICAI FirmRegistration No. 311017E) was appointed as the Joint Statutory Auditors of the Company inits fifty-fifth AGM held on September 26 2018 to hold office for a period of threeconsecutive years from the conclusion of fifty-fifth AGM till the conclusion of thefifty-eighth AGM.

However M/s. Deloitte Haskins & Sells LLP Chartered Accountants submitted theirresignation on July 18 2019 with immediate effect and the Board of Directors by way ofresolution passed by circulation on July 19 2019 noted the same and took on record thatthe other Joint Statutory Auditor M/s. V. Singhi & Associates Chartered Accountantshenceforth to continue as the sole statutory auditors of the Company till the completionof their term.


The Board has duly examined the Statutory Auditors' Report to the accounts and theBoard's clarifications regarding the qualified opinions of the Statutory Auditors on theStandalone Financial Statements of the Company are given in Annexure -A to this report.


M/s A. Bhattacharya & Associates Cost Auditors had been appointed as Cost Auditorsfor conducting the audit of cost records of the Company for the Financial Year 2018-19.


Adequate insurance has been taken for the assets of the Company including variousongoing projects plant and machineries deployed by contractors or the Company motorvehicles etc. Insurance policies have also been taken by the Company to safeguard variousproject sites from loss on account of burglary. Further insurance for Directors andOfficers Liability has also been taken by the Company.


The information required pursuant to the provisions of Rule 8(3) of the Companies(Accounts) Rules 2014 in relation to Energy Conservation Technology Absorption andForeign Exchange Earning and Outgo is given in Annexure - B to this report.


In terms of Regulation 34(2)(e) of the Listing Regulations a Management Discussion andAnalysis Report is attached as Annexure - C forming part of this Report.


In terms of requirements of Regulation 34(3) of the Listing Regulations read withSchedule V to the Regulations a Report on Corporate Governance together with theAuditors' Certificate regarding compliances of conditions of Corporate Governance areattached as Annexure - D forming part of this Report.


In compliance with Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 your Company has established a Corporate SocialResponsibility (CSR) Committee of its Board of Directors.

ACSR Policy has been formulated by the CSR Committee and the same is available on thewebsite of the Company at: policy encompasses the Company's philosophy for delineating its responsibility as acorporate citizen and lays down the guidelines and mechanism for undertaking sociallyuseful programmes for welfare & sustainable development of the community at large.

The Annual Report on CSR activities containing inter alia the brief outline of the CSRpolicy the CSR initiatives taken the expenditure on CSR activities as well as thecomposition of the CSR Committee forms a part of this Report as Annexure - E.


The Nomination and Remuneration Committee of the Board of Directors of the Company ason March 31 2019 comprised of Mr. Asim Kr. Barman a Non-Executive Independent Directoras its Chairman and Mr. V. K. Verma and Mrs. Arundhuti Dhar Non-Executive IndependentDirectors as its Members.

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 Act read with Clause 19of the Listing Regulations is attached to this report as Annexure - F.


The extract of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is attached tothis Report as Annexure - G.


The Company has in place proper systems to ensure compliance with the provisions of theapplicable Secretarial Standards issued by The Institute of Company Secretaries of India.The Company is constantly upgrading its compliance management and monitoring system toadhere to all the necessary Secretarial Standards on a continuous basis.


In terms of the requirements of Section 204 of the Act the Secretarial Audit of theCompany for the year ended March 31 2019 was conducted by M/s. A. K. Labh & Co.Company Secretaries. The Secretarial Auditors' Report is attached to this Report asAnnexure - H and forms part of the Directors' Report. Board's clarifications regarding thequalified opinions of the Secretarial Auditor are also addressed in the said annexureafter the Secretarial Audit Report.


Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

- the ratio of the remuneration of each Director to the median employee's remunerationand other particulars and

- details of employees of the Company who were in receipt of remuneration of Rs. 102Lakhs or more if employed throughout the financial year or a monthly remuneration of Rs.8.5 Lakhs or more if employed for part of the financial year are attached to this Reportas Annexure - I.


McNally Bharat Engineering Company Limited is an Occupational Health & SafetyAssessment Series (BS OHSAS 18001: 2007) certified Company with a brief scope of'ProjectManagement Design Manufacturing Supply Construction Erection & Commissioning ofIndustrial and Infrastructure Development Projects on Turnkey Basis and Construction ofIndustrial and Infrastructure Development Projects'.

McNally Bharat Engineering Company Limited is committed for Occupational Health&Safety Policy of the organisation and capable of meeting the requirement as pernational or international OH&S standards. In line with the said OH&S requirementorganisation has 'OH&S Management System' manual periodic audit training inspectionto ensure OH&S compliance at all our project sites. 'Daily OH&S Message' via emailto all users of the company gives regular updates in OH&S requirements in work area.In common sharing in-house intranet webpage (MBE Bridge) all OH&S procedureschecklists certificate copies and training models are available for employees to access.

McNally Bharat Engineering Company Limited always strive for achieving 'Zero FatalityGoal' and to bring it into reality set target to reduce Total Reportable Incident Rate(ie; TRIR) which was 0.76 (in 2012) comes down to 0.19 (in 2018). This low incident rateshows a sustainable improvement in Occupational Health & Safety Management Systemcompare to other EPC firms in India.

There are many satisfied customers who issued 'Merit Certificate' or 'Certificate ofAppreciation' for our excellent safety performance at their project sites (like BPCLNTPC PDCL TPL HMEL etc.). in addition to that our organisation has maintained LTI(Loss Time Injury) free records in many prestigious project sites few of them areHindustan Zinc Ltd DMRC DGMAP CPCL Adani Power etc.

This year McNally Bharat Engineering Company Limited Won '5 Star' rating on 'SafetyManagement System Audit - 201819 in HMEL-Bhatinda (O&M) site for best safetyperformance. Our organisation achieved many national (National Safety Awards in NTPCBongaigaon ACC Jamul TPL-Kalinganagar S K Mines etc.) and international (RoSPA Awardsin IISCO Burnpur RSP-Rourkela BOP Satpura etc.) for best safety performance in projectsites in the past.


The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013. AnInternal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. During the year under review no complaint has beenreceived regarding sexual harassment of women at workplace.


Certain statements in the Directors' Report describing the Company's operationsobjectives projections and expectations regarding future performance may constitute'forward looking statements' with the meaning of applicable laws and regulations. Actualresults may differ materially from those either expressed or implied depending on theeconomic conditions Government policies and other incidental factors and developments.


The Directors place on record their sincere appreciation for significant contributionmade by the employees through their dedication hard work active involvement and devotedservices rendered. The Directors would also like to thank all the stakeholders investorsincluding Bankers and other business associates who have extended their valuable supportand encouragement.

This has understandably been critical for the Company's success. The Directors lookforward to their continued support and understanding in the years to come.

For and on behalf of the Board of Directors
Place: Kolkata Aditya Khaitan
Date: August 14 2019 Chairman