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MIC Electronics Ltd.

BSE: 532850 Sector: Engineering
NSE: MIC ISIN Code: INE287C01029
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VOLUME 9890
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OPEN 0.52
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VOLUME 9890
52-Week high 1.52
52-Week low 0.49
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.56
Buy Qty 8000.00
Sell Price 0.56
Sell Qty 4004.00

MIC Electronics Ltd. (MIC) - Director Report

Company director report

DIRECTOR’S REPORT

To

The Members

MIC Electronics Limited

Under Corporate Insolvency Resolution Process (CIRP)

Pursuant to the orders of Hon’ble National Company Law Tribunal (NCLT) HyderabadCorporate Insolvency Resolution Process (CIRP) has been initiated in respect of MICElectronics Limited ("the Company") under the provisions of the Insolvency andBankruptcy Code 2016 ("the Code") with effect from 13th March 2018. Mr.Nandiraju Prabhakar has been appointed as Resolution Professional (RP) to carry out theactivities relating to CIRP as per the rules regulations and guidelines prescribed by theCode.

Since the company is under Corporate Insolvency Resolution Process (CIRP) as per theCode from the date of appointment of the Resolution Professional –(a) the managementof the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors company shall stand suspended and be exercisedby the Resolution Professional. (c) be responsible for complying with the requirementsunder any law for the time being in force.

Financial summary or highlights/Performance of the Company:

The financial performance of the Company for the financial year ended 31st March 2018is summarized below: (Standalone)

(Rs. in Crores)
Particulars Financial Year ended 31st March 2018 Financial Year ended 31st March 2017
Revenue From Operations 164.17 250.87
Other income 1.17 2.15
Total income 165.34 253.02
Profit before Interest
Depreciation Exceptional Item & Tax (3.10) 4.45
Less: Depreciation 7.74 7.81
Interest 24.42 28.52
Profit before exceptional items and Tax (35.27) (31.88)
Exceptional Items 96.19 -
Profit / (Loss) before Tax (131.46) (31.88)
Tax: MAT credit Entitlement - (0.69)
Deferred Tax (Liability)/Asset (59.85) (2.21)
Profit / (Loss) after Tax (191.31) (34.77)
Other Comprehensive Income 0.56 (0.33)
Total Comprehensive Income (190.75) (35.10)
EPS - Basic (In Rs.) (8.66) (2.00)
Diluted (In Rs.) (7.62) 1.68)

State of Company’s Affairs

During the year under review application was made by M/s SREI Equipment FinanceLimited one of the Financial Secured Creditor to National Company Law Tribunal (NCLT)for default in repayment of term loan installments. NCLT admitted the application on13.03.2018 and passed orders for initiation of Corpoate Insolvency Resolution Process(CIRP). During the year under review the company received order from Telangana StateTechnology Services Ltd for supply installation commissioning and testing of Micro LEDDisplay Board. The same has been successfully commissioned. This has paved way for openingpotential business in future for Micro LED Display Boards.

The exceptional item of Rs.96.19 crores is towards depletion in the value ofinventories which have become obsolete and not in usable conditions.

Dividend

As your company is under Corporate Insolvency Resolution Process (CIRP) and incurredlosses the Resolution Professional expresses his inability to recommend any dividend forthe financial year 2017-18.

Transfer to Reserves

The Company has during the period under review has not transferred any amount to itsGeneral Reserves.

Changes in Share Capital

There is no change in the share capital of the Company during the year under review.During the period under review conversion of 30000000 Preferential Convertible ShareWarrants of Rs. 25/- each (i.e Face Value of Rs. 2/- at a premium of Rs. 23/-) allotted tothe Investors is pending. The Company has applied for extension of time for a furtherperiod of 6 months and the said extension has not been granted by SEBI till date.

Deposits:

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2018. There were no unclaimed or unpaid deposits as on March 31 2018.

Change in the Nature of Business if any

During the year under review there is no change in nature of business of the companyand no material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company

Management Discussion and Analysis Report

Management’s discussion and analysis report for the year under review asstipulated under Clause 27(2) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.

Employees Stock Options Plan 2006 (MIC ESOP 2006)

The Company had established MIC Electronics Limited Employees Welfare Trust in 2005 tocreate Employee Stock Option Plan.

On 12th August 2006 the Shareholders approved that ESOP to issue 4500000 (Face ValueRs.2/-) stock options of the Company to its employees through the trust.

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board ofIndia (Employee Stock Option Scheme and Employee stock purchase Scheme) Guidelines 1999the details of stock options as on 30th November 2010 under the MIC Electronics LtdEmployees Stock Options Plan 2006 are as under: During the year 749100 shares whichwere lying in the trust were distributed to the employees. No employee was issued StockOption during the year equal to or exceeding 1% of the issued capital of the Company atthe time of grant.

Particulars of Employees

The details pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014enclosed as Annexure - I.

Further during the year under review none of the employees are receiving remunerationas set out in Rule (5) (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Subsidiaries and Associates

During the year the Board has reviewed the affairs of the Subsidiaries. In accordancewith Section 129(3) of the Companies Act 2013 we have prepared consolidated financialstatements of the Company and all its subsidiaries which form part of the Annual Report.Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board’sReport. The statement also provides the details of performance financial positions ofeach of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and accounts of each of its subsidiaries are available on our website www.mic.co.in. These documents will also be available for inspection during business hours atour registered office in Hyderabad.

As on 31st March 2018 the following are the subsidiaries:

1. MIC Electronics Inc.USA

2.

Consolidated Financial Statements

The audited standalone and Consolidated Financial Statements of the Company which formpart of the Annual Report have been prepared in accordance with the provisions of theCompanies Act 2013 the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Accounting Standards (AS-21) on consolidated Financial Statementsand the Accounting Standard (AS-23) on Accounting for Investment in Associates.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had 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 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by independent directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 27(2) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

Particulars of Contracts or Arrangements with related parties:

Company has transactions with related parties which were continuing from previousfinancial years. However all those are entered under ordinary course of business and areat arm’s length transactions. Therefore consent of the shareholders under Section188 is not required. The particulars of contracts or arrangements with related partiesreferred to in subsection (1) of Section 188 is prepared in Form No. AOC-2 pursuant toclause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014 and the same is enclosed as Annexure - III to this Report.

Corporate Social Responsibility (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectivelymanage the risk. Further the Company has laid down various steps to mitigate theidentified risk.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 forms an integral part of this Report. The requisitecertificate from the Practicing Company Secretary confirming compliance with theconditions of corporate governance is attached to the report on Corporate Governance.

Number of Meetings of the Board of Directors

The Board met six times during the financial year on 9-May-17 4-Sep-17 9-Sep-1711-Dec-17 and 12-Feb-18

The particulars of attendance of the Directors at the said meetings are detailed in theCorporate Governance Report of the Company which forms a part of this Report. Theintervening gap between the Meetings was within the period prescribed under the Act andListing Regulations 2015 The powers of the Board of Directors have been suspended w.e.f.13.03.2018 pursuant to the orders dated 13.03.2018 of Hon’ble National Company LawTribunal (NCLT) initiating Corporate Insolvency Resolution Process (CIRP). Thereafter nomeetings were conducted by the Board of Directors.

Directors

Till initiation of CIRP proceedings the Board of the Company has an appropriate mix ofexecutive and independent directors to maintain the independence of the Board andseparate its functions of governance and management. As the Board has been suspended theretirement of directors has not taken place.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the year:

• Shri N Srinivasa Rao (00014636) resigned as Director of the company with effectfrom 19th July 2017.

• Shri Bharatiraju Vegiraju (DIN: 06939066) appointed as Additional Director ofthe company on 24th July 2017 and proposed for appointed as Independent Director for aperiod of 5 years up to 28th September 2022 in the Annual General Meeting held on 29thSeptember 2017. He resigned as Director on 25th August 2018 as Director.

Committees of the Board

Currently the Board has three Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.

The powers of the various committees mentioned above have also been suspended due toInsolvency process.

Detail Of Fraud As Per Auditors Report

There is no fraud in the Company during the period under review and this is also beingsupported by the report of the auditors of the Company as no fraud has been reported intheir audit report for the financial year ended 31st March 2018.

Statutory Auditors

The Statutory Auditors of the Company M/s. Pavuluri & Co. were appointed at the29th Annual General Meeting till the conclusion of the 33rd Annual General Meeting (AGM)of the Company.

Replies to the observations made in Auditor’s Report: Audit Qualification (eachaudit qualification separately): a. Details of Audit Qualification:

(a) Note 4(a) to the statement in respect of preparation of financial statements ofthe Company on going concern basis. During the year the Company has incurred a Net Loss ofRs.190.75 crores resulting into accumulated losses of Rs.127.99 crores and erosion of itsNet worth as at 31st March 2018. The Company has obligations towards fund based borrowingsaggregating to Rs.182.14 crores operational creditors and statutory dues subject toreconciliation/verification that have been demanded/recalled by the financial/operatingcreditors pursuant to ongoing Corporate Insolvency Resolution Process (CIRP). Theseconditions indicate the existence of a material uncertainty that may cast significantdoubt on the Company's ability to continue as going concern and therefore the Company maybe unable to realize its assets and discharge its liabilities in the normal course ofbusiness. The ultimate outcome of these matters is at present not ascertainable.

(b) Note 4(b) to the statement in connection with trade receivables security deposits loans and advances other financial and current assets aggregating to Rs.48.85 crores.There is existence of material uncertainties over the realisability of these amounts dueto various factors such as disputes age of these assets etc. Had the aforesaid assetsbeen provided for impairment loss after tax for the year ended 31st March 2018 would havebeen higher by the said amount and other equity would have been lower by the said amount.

(c) Note 4(a) and 4(c) to the statement in respect of various claims submitted byfinancial creditors operational creditors workman or employee or authorizedrepresentative of workman or employees to Resolution Professional pursuing to IBC that arecurrently under consideration / reconciliation. Pending final reconciliation / admissionof such claims by RP and NCLT we are unable to comment on the consequential impact ifany on the accompanying statement.

(d) Note 4(d) of the statement in respect of non availability of confirmation ofvarious trade receivables trade payables etc. In absence of alternative corroborativeevidence we are unable to comment on the extent to which such balances are recoverable.

(e) Note 4(e) of the statement in respect of non availability of physical verificationreports of fixed assets aggregating to Rs.91.62 crores as at 31st March 2018 and noprovision for impairment has been made. In the absence of any alternative collaborativeevidence we are unable to comment on the recoverability of the same. However physicalverification of inventory has been made by a registered valuer and the net realizablevalue of inventories has been taken in the books.

(f) Note 4(f) of the statement in respect of application for extension of time withSEBI by the company for another six months (i.e. upto 14.02.2018) for converting30000000 share warrants given to M/s.Leyard Hongkong Co. Ltd. into equity shares .However no extension has been granted by SEBI till date. We are of the opinion that thecompany should have forfeited the share warrants application money for an amount ofRs.18.76 crores since six months time for extension of time has been elapsed and noapproval has been granted by SEBI. Had the company made a provision for the same the lossfor the year would have been reduced by the said amount.

(g) Note 4(g) of the statement in respect of non provision of liability of the companyof Rs.84.28 Crores in respect of some parties relating to borrowings upto 31.03.2018 asper the claims submitted by the parties to Resolution Professional since the matter is inlitigation / settlement. Had the company made a provision for the same the loss after taxfor the year ended 31st March 2018 would have been higher by the said amount and otherequity would have been lower by the said amount.

(h) Note 4(h) of the statement in respect of non provision of interest expense ofRs.7.94 crores on operational creditors upto 31.03.2018 as per the claims submitted by theparties to the resolution professional since the company is in the process of pursuing thematter for settlement. Had the company made a provision for the same the loss after taxfor the year ended 31st March 2018 would have been higher by the said amount and otherequity would have been lower by the said amount.

(i) Note 4(i) of the statement in respect of non provision of liability againstcorporate guarantees issued to Andhra bank and Axis Bank Limited on behalf of M/s.MaaveElectronics Pvt Ltd and M/s.Hyperion Green Energy India Pvt Ltd which have been invoked bybanks but not acknowledged as debt by the company as the said companies are no longerrelated to MIC Electronics Limited. The total liability not acknowledged is Rs.8.76 croresas per the claims submitted by the said banks to Resolution Professional. Had the companymade a provision for the same the loss after tax for the year ended 31st March 2018 wouldhave been higher by the said amount and other equity would have been lower by the saidamount.

For Audit Qualification(s) where the impact is quantified by the auditor Management'sViews:

i. The management is confident of recovery of trade receivables security depositsloans and advances other financial and current assets and hence no provision has beenmade.

ii. The company has applied for extension of time with SEBI by another six months(i.e. upto 14.02.2018) for converting 30000000 share warrants given to M/s.LeyardHongkong Co. Ltd. into equity shares . However no extension has been granted by SEBI tilldate. The management hopes and wait for SEBI to extend the time line for conversion ofshare warrants and accordingly no forfeiture has been made in respect of the sharewarrants.

iii. The company has not provided liability of Rs.84.28 Crores in respect of someparties relating to borrowings upto 31.03.2018 as per the claims submitted by the partiesto Resolution Professional since the matter is in litigation / settlement. The managementof the company is confident of positive outcome of litigations or settlements. iv. Thecompany has not provided for interest expense of Rs.7.94 crores on operational creditorsupto 31.03.2018 as per the claims submitted by the parties to the resolution professionalsince the company is in the process of pursuing the matter for settlement. The managementof the company is confident of positive outcome of settlement. v. The company has issuedcorporate guarantees issued to Andhra bank and Axis Bank Limited on behalf of M/ s.MaaveElectronics Pvt Ltd and M/s.Hyperion Green Energy India Pvt Ltd which have been invoked bybanks but not acknowledged as debt by the company as the said companies are no longerrelated to MIC Electronics Limited. The total liability not acknowledged is Rs.8.76 croresas per the claims submitted by the said banks to Resolution Professional.

Internal Auditor

The Company has an in-house internal audit team which monitors the effectiveness of theinternal control systems. It reports to the Audit Committee about the adequacy andeffectiveness of the internal control system of your Company. The recommendations of theinternal audit team on improvements in the operating procedures and control systems arealso presented to the Audit Committee and the business to use these as tools forstrengthening the operating procedures.

Cost Auditor

As per the provisions of Section 148 of the Act read with Rules made thereunder thecompany appointed M/s. BZR & Co. Practicing Cost Accountants as Cost Auditor for thepurpose of auditing the Cost accounting records maintained by the company for thefinancial year 2017-18.

Secretarial Auditor

The Board has appointed S R Vattikuti & Associates Company Secretaries to conductSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith marked as Annexure IV to thisReport.

Replies to the observations made in Secretarial Auditor’s Report:

Secretarial Audit Qualification (each audit qualification separately):

a. Non-Compliance of Section 138 read with rule 13 of Companies Accounts Rules2014with respect to Appointment of Internal auditor.

b. Non-filing of certain periodical forms including annual filings MGT-14 etc.withRegistrar of Companies as and when event demands.

c. Prior-approval for listing of ESOPs under ESOP 2017 was not granted by the StockExchanges due to some further requirements.

d. Share warrants issued to M/s. Leyard Hongkong Co. Ltd. were not forfeited by theCompany according to Regulation 4(3) of ICDR 2009.

e. Non-compliance of Section 6(3) and 47 of the Foreign Exchange Management Act 1999read with Regulation No15 of Notification No. FEMA.120/RB-2004 dated July 7 2004 (GSR757 (E) dated November 19 2004) as amended with respect to filing of Annual PerformanceReport and A.P. (DIR Series) Circular No.145 dated June 18 2014.

f. Non-payment of dues with respect to Provident fund ESI and Professional tax withrespective departments and related compliance.

For Audit Qualification(s) where the impact is quantified by the auditor Management'sViews:

a. During the current financial year 2018-19 the internal auditor will be appointedand the internal audit will be strengthened with the guidance of the Internal Auditor

b. The filings will be set right in the current financial year 2018-19

c. The same will be complied with in the current financial year 2018-19

d. The company has applied for extension of time with SEBI by another six months (i.e.upto 14.02.2018) for converting 30000000 share warrants given to M/s.Leyard HongkongCo. Ltd. into equity shares . However no extension has been granted by SEBI till date.The management hopes and wait for SEBI to extend the time line for conversion of sharewarrants and accordingly no forfeiture has been made in respect of the share warrants.

e. Filing of Annual Performance Report is held up for certain clarifications sought andwill be addressed and filed in the current financial year 2018.

f. Due to financial difficulties the company could not remit the payment dues withrespect to Provident fund ESI and Professional tax with respective departments. Howeverthe same will be regularized in the current Financial Year 2018-19.

Extract of the Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same has been placed in www.mic.in.

Material changes and commitments if any affecting the financial position of thecompany

During the year under review application was made by M/s SREI Equipment FinanceLimited one of the Financial Secured Creditor to National Company Law Tribunal (NCLT)for default in repayment of term loan installments. NCLT admitted the application on13.03.2018 and passed orders for initiation of Corpore Insolvency Resolution Process(CIRP). Sri Prabhakar Nandiraju was appointed by NCLT as Interim Resolution Professional.His appointment as Resolution Professsional was made by the Committee of Creditors (CoC)in their meeting held on 01.06.2018.

Against Expression of Interest invited by the Resolution Professional 9 Resolutionapplicants expressed their interest to participate in submission of Resolution Plan. Outof 9 applicants 8 applicants got qualified and out of 8 applicants 3 ResolutionApplicants namely M/s Cosyn Consortium M/s Corpus Consortium and M/s Alchemist AssetReconstruction Co Ltd submitted their Resolution Plans. CoC in their meeting held on 12thNovember 2018 considered the Resolution Plan submitted by M/s Cosyn Consortium. Afterseries of negotiations with the Resolution Applicant by the CoC the final Resolution Plansubmitted by M/s Cosyn Consortium on 05.12.2108 was approved on 06.12.2018 by the membersof CoC present physically by casting their votes in favour of the Resolution Plansubmitted by M/s Cosyn Consortium and voting percentage worked to 69%. On the same dayelectronic voting lines were opened for the rest of the CoC members to cast their voteselectronically by 7th December 2018. For the approved Resolution Plan is being intimatedto Honorable NCLT Hyderabad on 10-12-2018 for their approval.

Details of Significant and Material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and company’s operations in future

Corporate Insolvency Resolution Process (CIRP) has been initiated under the provisionsof the Insolvency and Bankruptcy Code 2016 ("the Code") vide order dated 13thMarch 2018 passed by Hon’ble National Company Law Tribunal (NCLT) Hyderabad. Noother Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and outgo

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - V to thisReport.

Particulars of loans guarantees or investments under section 186

Loans Guarantees Investments given during the Financial Year ended on 31st March2018 which attracts the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014 form part of the notes to thefinancial statements provided in this Annual Report.

Declaration with the compliance with the code of conduct by Members of the board andSenior Management personnel

The Company has complied with the requirements about code of conduct for Board membersand Senior Management Personnel.

The said policy is available on the website of the Company.

Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company’s website.

Mechanism for Board Evaluation

Clause 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 states that the board shall monitor and review the board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors.

Schedule IV of the Companies Act 2013 states that the performance evaluation of theindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding ofthe Company's vision and objective skills knowledge and experience participation andattendance in Board/Committee meetings; governance and contribution to strategy;interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as evaluation of the working of its Board Committees. Astructured questionnaire was prepared covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board Cultureexecution and performance of specific duties obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance ofNon-Independent Directors Chairman and the quality quantity and timelines of flow ofinformation between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace

The company as required under the provisions of "The Sexual Harassment of Women atWorkplace (prohibition Prevention and Redressal) Act 2013" has framed a Policy onProhibition Prevention and Redressal of Sexual Harassment of Woman at Workplace andmatters connected therewith of incidental thereto. Internal Complaints Committee has beenset up to redress complaints received regarding sexual harassment

During the Financial year ended 31st March 2018 the Company has neither received anycomplaints nor there are any pending complaints pertaining to sexual harassment.

Remuneration Policy :

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and fixing their remuneration. The Remuneration Policy is placed at thewebsite www.mic.in.

Acknowledgements

The Management would also like to place on record their appreciation for the support& services of various Government & Quasi Government organizations like Departmentof Information technology & Communications Department of Commercial Taxes Customs& Central Excise Income Tax etc. The Management also thank the officials of theBankers.

The Management would also like to thank the esteemed shareholders for their constantsupport guidance & advice.

Sd/-
Prabhakar Nandiraju
Date : 06/12/2018 Resolution Professional
Place : Hyderabad for MIC Electronics Limited