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Metal Coatings (India) Ltd.

BSE: 531810 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE161E01014
BSE 00:00 | 08 Feb 91.85 0.85
(0.93%)
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92.20

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NSE 05:30 | 01 Jan Metal Coatings (India) Ltd
OPEN 92.20
PREVIOUS CLOSE 91.00
VOLUME 19332
52-Week high 112.95
52-Week low 36.95
P/E 27.34
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 92.20
CLOSE 91.00
VOLUME 19332
52-Week high 112.95
52-Week low 36.95
P/E 27.34
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Metal Coatings (India) Ltd. (METALCOATINGS) - Director Report

Company director report

Dear Members

Your Board of Directors have pleasure in presenting the 28th (TwentyEighth) Annual Report of the Company along with the audited financial statements forthe Financial Year ended 31st March 2022.

FINANCIAL RESULTS

The summarized Financial Performance of your Company for the financial year ended 31stMarch 2022 is as follows:

(Rs in lacs)

Particulars For the year ended 31st March 2022 For the year ended 31st March 2021
Revenue from Operations 14225.70 9411.65
Other Income 124.01 82.32
Operating Profit 436.88 400.38
Less: Depreciation 47.34 51.58
Profit before Finance Costs Exceptional items and Tax Expense 389.54 348.81
Less: Finance Cost 13.81 5.60
Profit before exceptional items and Tax Expense 375.73 343.21
Add/(less):Exceptional Items - -
Profit / loss before Tax Expense 375.73 343.21
Less: Provision for Tax and Adjustment 93.39 86.47
Profit for the year(1) 282.34 256.74
Total Comprehensive Income / (loss)(2) (33.82) (7.79)
Total (1+2) 248.52 248.95
Balance of profit for earlier years 2247.87 1998.92
Less: Dividend paid on Equity Shares - -
Less: Dividend Distribution Tax - -
Balance carried forward 2496.39 2247.87

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY

The company registered a growth of 51.15% in sales and nearly 10% growth in PAT. Thisperformance in a year which saw the dreaded second wave of covid-19 and substantialdisruptions as a result thereof has been quite encouraging. While the topline growth wasbuoyed by the increase in steel prices the bottom-line growth has been a result offocused efforts on improving efficiencies in all components of the operations - be itmanufacturing or sales or working capital management. Even as the company continued toface challenges of shortage of manpower and overbearing uncertainties the companycontinued to follow all safety norms at work place and ensured complete vaccination of allemployees on a timely basis. The risk intelligent culture of the company continued toensure smooth cash flows efficient working capital management and minimum disruption ofactivities.

DIVIDEND

Your Directors feel that it would be prudent to plough back the profits for futuregrowth of the Company and do not recommend any dividend for the financial year ended 31stMarch 2022.

TRANSFER OF UNCLAIMED / UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorsEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time all unpaid or unclaimed dividend are required to betransferred by the Company to the Investor Education and Protection Fund("IEPF") established by the Central Government of India after the completion ofseven years from the date of transfer to Unpaid Dividend Account of the Company. Furtheraccording to Section 124(6) of the Companies Act 2013 and the rules made there in allshares in respect of which dividend has not been paid or claimed for seven consecutiveyears or more shall be transferred by the Company in the demat account of IEPF Authority.

It may be noted that the unclaimed dividend of Rs. 590658/- for the financial year2013-14 declared on September 23 2014 along with 5064 shares have been transferred tothe IEPF in accordance with the applicable provisions of the Act read with relevant rulesmade there under within the prescribed time limit. The details of such unclaimed dividendand shares transferred to the IEPF are available on the Company's Website i.e.http://www.mcil.net/contact.aspx. The said details have also been uploaded on the websiteof the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

The shares and unclaimed dividend transferred to the IEPF can however be claimed backby the concerned shareholders from IEPF Authority after complying with the procedureprescribed under the IEPF Rules. The Member/Claimant is required to make an onlineapplication to the IEPF Authority in Form No. IEPF -5 (available on www.iepf.gov.in) alongwith requisite fees as decided by the IEPF Authority from time to time. The shareholderwho have not yet claimed any of their dividends which is not yet transferred to IEPF arerequested to contact the Company / RTA of the Company for claiming the same.

The following table gives information of future dates when the amount of dividend isdue for transfer to IEPF:

Financial Year Ended Date of Declaration of Dividend Due to be Transferred to IEPF Fund
31st March 2015 24.08.2015 September 2022
31st March 2016 16.03.2016 April 2023
31st March 2017 22.09.2017 October 2024
31st March 2018 19.09.2018 October 2025
31st March 2019 24.09.2019 October 2026

Details of Nodal Officer appointed by the Company under the provisions of IEPF isavailable on Investors Section of the Website of the Company at web linkhttp://www.mcil.net/contact.aspx.

TRANSFER TO RESERVES

No amount has been proposed to be carried to any Reserves. Entire amount of Rs. 248.52lacs is proposed to be retained in Surplus.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2022 is Rs. 732.68 lacscomprising of 7326800 Equity Shares of Rs. 10 each. There is no change in the issued& subscribed capital of the Company of the year. Further during financial year2021-22 your Company has neither issued any shares with differential voting rights nor hasgranted any stock options or sweat equity. As on 31st March 2022 none of theDirectors or Key Managerial Personnel of the Company holds instruments convertible intoequity shares of the Company. All the Shares of the Promoters which are held in theCompany are in dematerialized form.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the report .

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in the nature of business of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31st March 2022 the Board of Directors of the Company has a good and diversemix of Executive and Non-Executive Directors comprised of four (4) directors including aManaging Director Whole Time Director and two (2) Independent Directors including oneIndependent Woman Director. However the Board in its meeting held on 19th May 2022appointed Mr. Sachin Khurana as an Additional Non-Executive Independent Director.

Appointment Re-Appointment and/or Cessation

Your Company's Board is duly constituted which is in compliance with the requirementsof the Act the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015[hereinafter referred to as "Listing Regulations"] and provisions of theArticles of Association of the Company.

Change in Directorate

Resignation of Independent Director

Mr. Santosh Khandelwal Non-Executive Independent Director of the Company has resignedfrom the Board of Directors of the Company and committees thereof w.e.f. 23rdFebruary 2022. The Board placed on record the valuable guidance and support received fromhim during his tenure.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Ramesh Chan- der Khandelwal (DIN: 00124085) Whole-timeDirector of the Company being liable to retire by rotation shall retire at the ensuingAGM and being eligible offers his candidature for re-appointment.

The brief resume and other details as required under the Regulation 36(3) of theListing Regulations of the Directors seeking appointment / re-appointment at the ensuingAGM are provided in the Notice of the AGM of the Company which forms part of the AnnualReport.

Appointment of Non-Executive Director

The Board of Directors of your Company at its meeting held on 19th May 2022based on the recommendation of Nomination and Remuneration Committee has appointed Mr.Sachin Khurana (DIN: 06435657) as Additional Independent Director of the Company w.e.f 19thMay 2022 and the said appointment shall be subject to the approval of the members in theensuing Annual General Meeting.

CS Sachin Khurana is a fellow member of the Institute of Company Secretaries of Indiaa Masters in Commerce a Law Graduate and a certified CSR professional. He has a workingexperience of more than 8 years. Having proficiency in all matters related to CompaniesAct Intellectual Property Rights (Registered Trade Mark Agent) FEMA and its regulationsvarious business laws and assisting in setting up of businesses in India. He has commandover compliance management services with regard to Company Law statutory reportingsecretarial audits various labour laws and other statutory requirements.

He is a visiting faculty at NIRC and various chapters. He has served as a member of thePCS committee of NIRC - ICSI for 2019 member of Infrastructure Committee of NIRC - ICSI2020. Presently he is member of the Task Force on Company Law constituted by ICSI - HQalso serving as co-conveyor of the Economic and Corporate Law Group of Bhartiya VittaSalahkar Samiti ("BVSS") a leading think tank of Indian Finance Professionals.

Key Managerial Personnel

Ms. Ayati Gupta was appointed as the Company Secretary & Compliance Officer of theCompany with effect from 30th November 2020 and has resigned from theservices of the Company effective from 09th April 2022. The Board placed onrecord the valuable guidance and support received from her during her tenure.

The Board of Directors of the Company at its meeting held on 28th May 2022based on the recommendation of Nomination and Remuneration Committee has appointed Ms.Aditi Singh as the Company Secretary & Compliance Officer of your Company.

The following persons have been designated as Key Managerial Personnel (hereinafterreferred to as "KMP") of the Company in accordance with the provisions ofSection 2(51) and Section 203 of the Act read with the Rules framed there under:-

1. Mr. Ramesh Chander Khandelwal Chairman & Whole-time Director;

2. Mr. Pramod Khandelwal Managing Director;

3. Mr. Ram Avtar Sharma Chief Financial Officer; and

4. Ms. Aditi Singh Company Secretary & Compliance Officer

None of the Whole-time KMP of the Company is holding office in any other Company as KMPand none of the Directors/ KMP of Company are disqualified.

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all the IndependentDirectors of the Company under Section 149(7) of the Act that he/she meets the criteriaof Independent Directors envisaged in Section 149(6) of the Act and rules made thereunderand Listing Regulations and are not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves withthe Independent Director's Database maintained by the Indian Institute of CorporateAffairs. Further Company has also received statements from all the Independent Directorsthat they have complied with Code of Conduct for Independent Directors prescribed inSchedule IV of the act and also statement on compliance of code of conduct for Directorsand Senior Management Personnel formulated by Company. The same is attached in CorporateGovernance section of this Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act andListing Regulations. The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on 5thJanuary 2017.

As required under the provisions of the Act a separate meeting of IndependentDirectors was held during the year 13thJanuary 2022. In the meetingperformance of Non-Independent Directors the Board as a whole and the Chairman of theCompany was evaluated taking into account the views of Executive Directors andNon-Executive Directors. The Board and the Nomination and Remuneration Committee reviewedthe performance of individual directors on the basis of criteria such as the contributionof the individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. In the board meeting the performance of the board its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire board excluding the independent director being evaluated. The Board opinesthat Independent Directors have got integrity expertise and relevant experience requiredin industry in which Company operates.

The evaluation of all the Directors and the Board as a whole was found to besatisfactory. The flow of information between the Company management and the Board istimely qualitative and adequate.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are periodically updated by the Company with the Company'spolicies business on - going events and roles and responsibilities of the Directors.Executive Management through presentations at Board and Committee Meetings provides themregular updates on the Company including financial and business performance operationalhighlights business risks and their mitigation plans new offerings major clientsmaterial litigations regulatory compliance status and relevant changes in statutoryregulations. Details of such familiarization programs are posted on the website of theCompany at the we- blink http://www.mcil.net/investors.aspx.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) & 134(5) of the Act yourBoard of Directors' to the best of their knowledge and ability hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b. 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 and ofthe profit and loss of the company for that period;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls for the Company and theseinternal financial controls were adequate and operating effectively;

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

During the year under review your Company has not accepted any deposits or there is noamount which has been considered as deemed deposit within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended) from thepublic and as such no amount of principal or interest remained unpaid or unclaimed at theend of the financial year 31st March 2022.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees as covered under the provisions ofsection 186 of the Act during the financial year ended 31st March 2022. Theinvestment made by the Company during the financial year ended 31st March 2022is within the limits as specified under section 186 of the Act.

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any ofthe financial institutions and / or banks during the period under review.

RELATED PARTY TRANSACTIONS

As required under the Listing Regulations and the Act prior omnibus approval wasobtained for Related Party Transactions which are of repetitive nature and/or entered inthe ordinary course of business and are at Arm's Length basis in the first meeting ofAudit Committee for the financial year 2021-22.

All transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee of the Company for its review.The details of the related party transactions are set out in Note No. 33 to the FinancialStatements of the Company.

The particulars of contracts entered with related parties are shown in the prescribedform AOC-2 which is enclosed at ‘Annexure - I'. The Related Party TransactionsPolicy as approved by the Board is uploaded on the website of the Company at the weblinki.e. http://www.mcil.net/investors.aspx.

AUDITORS AND AUDITOR'S REPORT

(I) STATUTORY AUDITORS AND AUDITOR'S REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereunder the Company in its 27th Annual General Meeting had appointed M/s.Mehra Goel & Co. Chartered Accountants (Firm registration No. 000517N) as theStatutory Auditors for a term of 5 (five) consecutive years which is valid till conclusionof 32nd Annual General Meeting of the Company. They have confirmed theireligibility for the Financial Year 2021-22 under section 141 of the Companies Act 2013and the Rules framed thereunder.

The report of the Statutory Auditors on Financial Statements for the year under reviewforms part of the Annual Report and there are no auditor's qualifications reservationadverse remark or disclaimer in the audit report for the financial year ended 31stMarch2022.

There have been no instances of fraud reported by the Statutory Auditor during thefinancial year 2021-22 under Section 143(12) of the Act (including any statutorymodification(s) or re- enactment(s) for the time being in force) read with rules framedthereunder either to the Company or to the Central Government.

(II) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the rules framed thereunderthe Company has re-appointed M/s. CPA & Co. a firm of Company Secretaries in Practiceto conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year 2021-22 forms integral part of thisReport as ‘Annexure - II'. There are no qualifications observations oradverse remark or disclaimer in the said report.

(III) COST AUDITORS AND COST RECORDS

The Board of Directors of your Company on the basis of provisions of Section 148 ofthe Act read with Companies (Audit and Auditors) Rules 2014 as amended from time totime and as per the recommendations provided by the Audit Committee has re-appointed Mr.Ramawatar Sunar Cost Accountant (Firm registration No. 100691) as Cost Auditor of yourCompany for conducting the Audit of Cost records of the Company for the financial year2022-23. Company has received written consent from Mr. Ramawatar Sunar Cost Accountant tothe effect that his appointment if made will be in accordance with the applicableprovisions of the Act and rules framed there under.

As per Section 148(3) of the Act the remuneration payable to the Cost Auditorsrequires ratification by Shareholders. An appropriate resolution to this effect is beingproposed at the ensuing AGM.

As per Section 148(1) of the Act the cost records as specified by the CentralGovernment are being made and maintained by your Company. Your Company has filed the CostAudit Report for the financial year 2020-21 with the Registrar of Companies Ministry ofCorporate Affairs in the XBRL mode during the year under review.

DISCLOSURES

(I) MEETINGS OF THE BOARD

The Meetings of the Board of Directors were held at the Registered Office of theCompany at 912 Hemkunt Chambers 89 Nehru Place New Delhi - 110019. The Company hasprovided facility of video conferencing to facilitate the Directors to participate in theboard meetings. The notices of Board / Committee meetings were given well in advance toall the Directors. The Agenda for the Board and Committee Meetings include detailed noteson the items to be discussed at the meeting to enable the Directors to take informeddecisions. All observations recommendations and decisions of the Committees were placedbefore the Board for consideration and approval.

During the financial year 2021-22 Nine (9) Board meetings were held on 16thApril 2021 30th June 2021 12th July 2021 10thAugust 2021 25th September 2021 11th November 2021 13thJanuary 2022 11th February 2022 and 15th March 2022. The gapbetween two consecutive Board meetings did not exceed one hundred twenty (120) days asprescribed under the Act and the Listing Regulations. The necessary quorum was present atall the meetings. The particulars of meetings held and attended by each Director aredetailed in the Corporate Governance Report.

(II) AUDIT COMMITTEE

The Audit Committee of the Board as on 31st March 2022 comprisesNon-Executive Independent Directors namely Mr. Satish Kumar Gupta (Chairman) and Mrs.Rupali Aggarwal as member. However the Board in its meeting held on 19th May2022 appointed Mr. Sachin Khurana as an Additional Non-Executive Independent Director andas member of the Audit Committee. The powers role and terms of reference of the AuditCommittee covers the areas as contemplated under Regulation 18 of Listing RegulationsSection 177 of the Companies Act 2013 and such other functions as may be specificallydelegated to the Committee by the Board from time to time.

During the financial year 2021-22 Six (6) Audit Committee meetings were held on 16thApril 2021 30th June 2021 10th August 2021 25thSeptember 2021 11th November 2021 and 11th February 2022. Thegap between two consecutive Audit Committee meetings did not exceed one hundred twenty(120) days as prescribed under the Act and the Listing Regulations. The necessary quorumwas present at all the meetings. The particulars of meetings held and attended by eachDirector are detailed in the Corporate Governance Report. During the year all therecommendations made by the Audit Committee were accepted by the Board.

(III) NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Board as on 31st March 2022comprises Non-Executive Independent Directors namely Mr. Satish Kumar Gupta (Chairman)Mrs. Rupali Aggarwal as member. However the Board in its meeting held on 19thMay 2022 appointed Mr. Sachin Khurana as an Additional Non-Executive Independent Directorand as member of the Nomination and Remuneration Committee. The powers role and terms ofreference of the Nomination and Remuneration Committee covers the areas as contemplatedunder Regulation 19 of Listing Regulations and Section 178 of the Act besides other termsas may be referred by the Board of Directors.

During the financial year 2021-22 Three (3) Nomination and Remuneration Committeemeetings were held on 30th June 2021 10th August 2021 and 13thJanuary 2022. The necessary quorum was present at all the meetings. The particulars ofmeetings held and attended by each Director are detailed in the Corporate GovernanceReport. During the year all the recommendations made by the Nomination and RemunerationCommittee were accepted by the Board.

(IV) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board as on 31st March 2022comprises of Mr. Ramesh Chander Khandel- wal and Mr. Pramod Khandelwal as members.However the Board in its meeting held on 19th May 2022 reconstituted thecommittee and appointed Mrs. Rupali Aggrawal as Chairman of the Stakeholders RelationshipCommittee. The Committee inter-alia reviews and ensures redressal of investorgrievances.

During the financial year 2021-22 Five (5) Stakeholders Relationship Committeemeetings were held on 16th April 2021 30th June 2021 10thAugust 2021 11th November 2021 and 11th February 2022. Thenecessary quorum was present at all the meetings. The particulars of meetings held andattended by each Director are detailed in the Corporate Governance Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn't have any Subsidiary Joint Venture or Associate Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

The Company continued to give major emphasis for conservation of Energy and themeasures taken during the previous years were continued. The Efficiency of EnergyUtilization in manufacturing unit is monitored at the Corporate level every quarter inorder to achieve effective conservation of energy.

B. TECHNOLOGY ABSORPTION

The technology being appropriate for current need no research development and upgradation is required at this stage.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There are no foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Act are not applicable to the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 readwith the rules made thereunder the Annual Return of the Company has been disclosed on thewebsite of the Company and web link thereto is: http://www.mcil.net/ investors.aspx.

BOARD POLICIES

(a) Policy of Nomination and Remuneration

The Company has in place a Nomination and Remuneration policy duly adopted and approvedby the Board. The Nomination and Remuneration Policy of the Company includes the terms andconditions for appointment and payment of remuneration to the Directors and KMP and othersenior management personnel including criteria for determining qualifications positiveattributes independence of a director as per Section 178 and Schedule IV of the Act.There have been no changes in the said policy during the year. The said policy may beaccessed on the website of the Company at the weblink http://www.mcil.net/investors.aspx.

(b) Vigil Mechanism/Whistle Blower Policy

The Company has formulated a Whistle Blower Policy relating to Vigil Mechanism in termsof Section 177 of the Act and Regulation 22 of Listing Regulations for Employees andDirectors to keep high standards of ethical behaviour and provide safeguards to whistleblower. The policy safeguards the whistle blowers to report concerns or grievances andalso provides a direct access to the Chairman of the Audit Committee. The Whistle BlowerPolicy is available on the website of the Company at the weblinkhttp://www.mcil.net/investors.aspx.

(c) Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the AuditCommittee of the Board reviews the same periodically. The Risk Management policy isavailable on the website of the Company at the weblink http://www.mcil.net/investors.aspx.

(d) Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate monitor and report trading bydesignated persons and their immediate relatives as per the requirements under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.The Code of Prevention of Insider Trading is available on the website of the Company atthe weblink http://www.mcil.net/investors.aspx

(e) Code of Conduct and Ethics

The Company has adopted the Code of Conduct and Ethics which forms the foundation ofits ethics and compliance program. The Code of Conduct and Ethics is available on thewebsite of the Company at the weblink http://www.mcil. net/investors.aspx.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company and Directors are furnished hereunder:

Sl. No. Name Designation % Increase/(Decrease) of remuneration in 2021-22 as compared to 2020-21 Ratio of Remuneration to MRE #
1 Mr. Pramod Khandelwal Managing Director (11.70%) 87.87
2 Mr. Ramesh Chander Khandelwal Chairman and Whole-time director (11.70%) 87.87
3 Mr. Satish Kumar Gupta Independent Director 22.22% 0.24
4 Ms. Neha Gupta* Independent Director (57.14%) 0.03
5 Mr. Santosh Khandelwal* Independent Director 114.28% 0.16
6 Mrs. Rupali Aggarwal* Independent Director N.A. 0.14
7 Mr. Ram Avtar Sharma Chief Financial Officer 9.67% 6.09
8 Ms. Ayati Gupta Company Secretary & Compliance Officer 120.83% 2.01

MRE : Median Remuneration of Employees.

# : Based on annualised Salary

* Ms. Neha Gupta and Mr. Santosh Khandelwal Non-Executive Independent Directors ofthe Company have resigned from the Board of Directors of the Company and committeesthereof w.e.f. 02nd August 2021 and 23rd February 2022 respectively. FurtherMrs. Rupali Aggarwal was appointed as Non-Executive Independent Director of the companyw.e.f. 30th June 2021.

1. The percentage increase in Median remuneration of employees for the year 2021-22 is7.52%

2. The number of permanent employee on the rolls of the Company as of 31stMarch 2022 is 70.

3. The average percentage increase in salary of the Company's employees excluding theKMP was 15.82% and including KMP was -2.07%. The salary of KMP were based on therecommendation of Nomination and Remuneration Committee to revise the remuneration as perthe Remuneration Policy of the Company.

4. In terms of the provisions of Section 197 of the Act read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time a statement showing the names and other particulars of the topten employees in terms of remuneration drawn set out in the said rules are provided in‘Annexure -III' to the Board's Report.

5. It is affirmed that the remuneration is as per the remuneration policy of thecompany.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY REGULATORS OR COURT

During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

There are no proceedings initiated/pending against your Company under the Insolvencyand Bankruptcy Code 2016 which materially impact the business of the Company.

INTERNAL FINANCIAL CONTROL

In order to align with the requirement of Section 134(5) (e) of the Companies Act2013 the Company has in place adequate internal financial controls which providesreasonable assurance regarding the reliability of financial reporting and the preparationof financial statements. In particular it ensures adequate operating controls clearpolicies and detailed procedures of operations delegation of authorities safeguarding ofassets prevention and detection of frauds and errors financial controls on financialreporting and timely preparation of reliable financial information. Nonetheless yourCompany recognizes that any Internal control framework no matter how well designed hasinherent limitations and accordingly it is ensured that systems are reinforced on ongoingbasis.

CREDIT RATING

Acuite has reaffirmed long-term rating of ACUITE BBB' (read as ACUITE BBB) and shortterm rating of ACUITE A3+' (read as ACUITE A three plus) on the bank facilities of theCompany. The outlook is ‘Stable'.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI"). The report on Corporate Governance as stipulated underthe Listing Regulations forms part of this Annual Report. The requisite certificate fromthe Practicing Company Secretaries confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance.

LISTING ON STOCK EXCHANGE

The equity shares of the Company are listed on Bombay Stock Exchange Limited. TheAnnual Listing fees for the financial year 2022-23 has been duly paid to the said StockExchange. The Company is in compliance with all applicable provisions of ListingRegulations entered with BSE.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Listing Regulations is presented in aseparate section forming part of this Annual Report.

INDUSTRIAL RELATIONS

During the year under review industrial relations remained harmonious at all ouroffices and establishments.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspenseaccount arising out of public/bonus/right issues as at 31stMarch 2022. Hencethe particulars relating to aggregate number of shareholders and the outstandingsecurities in suspense account and other related matters are not applicable.

PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has a zero tolerance for any abuse against Women at Workplace. The Companyhas complied with provisions relating to the constitution of Internal Complaints Committeeunder the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of theBoard of Directors' and ‘General Meetings' respectively have been duly followed bythe Company.

DISCLOSURES BY SENIOR MANAGEMENT

Senior Management has made disclosures of Interest to the Board relating to allmaterial Financial & Commercial transactions entered between Company and thirdparties.

DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATIONDONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances where your Company required the valuation for one timesettlement and while taking the loan from the Banks or Financial institutions.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to all employees for their hardwork dedication and commitment. The Board places on record its appreciation for thesupport and co-operation your Company has been receiving from its suppliers distributorsretailers business partners and others associated with it as its trading partners. Itwill be your Company's endeavor to build and nurture strong links with the trade based onmutuality of benefits respect for and co-operation with each other consistent withconsumer interests.

Your Directors also take this opportunity to thank all Shareholders Business PartnersGovernment and Regulatory Authorities and Stock Exchanges for their continued support.

For and behalf of the Board of Directors
Place: New Delhi Sd/- Ramesh Chander Khandelwal
Date : 13th July 2022 Chairman
DIN: 00124085

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