MIC Electronics Ltd.
|BSE: 532850||Sector: Engineering|
|NSE: MIC||ISIN Code: INE287C01029|
|BSE 00:00 | 21 Jun||MIC Electronics Ltd|
|NSE 05:30 | 01 Jan||MIC Electronics Ltd|
|BSE: 532850||Sector: Engineering|
|NSE: MIC||ISIN Code: INE287C01029|
|BSE 00:00 | 21 Jun||MIC Electronics Ltd|
|NSE 05:30 | 01 Jan||MIC Electronics Ltd|
MIC Electronics Limited
In accordance with the applicable provisions of the Insolvency andBankruptcy Code 2016 (IBC/Code) the Corporate Insolvency Resolution Process(CIRP Process) of MIC Electronics Limited (Company) was initiatedby the Financial Creditors of the Company. The Financial Creditors petition to initiatethe CIRP Process was admitted by the National Company Law Tribunal (NCLT)Hyderabad Bench on 13th March 2018 (Insolvency Commencement Date). Mr.Prabhakar Nandiraju was appointed as the Interim Resolution Professional (IRP)to manage the affairs of the Company. Subsequently Mr. Prabhakar Nandiraju was confirmedas the Resolution Professional (RP) by the committee of creditors(CoC) at their meeting held on 1st June 2018 On appointment of the IRP/RPthe powers of the Board of Directors of the Company were suspended.
The RP invited expressions of interest and submission of a resolutionplan in accordance with the provisions of the Code. Out of various resolution planssubmitted by Resolution Applicants the CoC approved the resolution plan submitted byCosyn Limited consortium. The RP submitted the CoC approved resolution plan to the NCLT on10th December 2018 for its approval and the NCLT Hyderabad Bench approved the resolutionplan submitted by Cosyn Limited consortium on 31st July 2019 (IBC/NCLT Order).Pursuant to the NCLT order Cosyn Limited consortium is under process of implementation ofResolution Plan. A new Board was constituted in the current financial year i.e. on 7thAugust 2019 (Reconstituted Board or Board) and a new managementwas put in place. In accordance with the provisions of the Code and the NCLT order theapproved resolution plan is binding on the Company and its employees members creditorsguarantors and other stakeholders involved.
Members may kindly note that the Directors of the Reconstituted Board(Directors) were not in office for the period to which this report primarilypertains. During the CIRP Process (i.e. between 13th March 2018 to 31st July 2019) the RPwas entrusted with the management of the affairs of the Company. Prior to the InsolvencyCommencement Date the erstwhile Board of Directors had the oversight on the management ofthe affairs of the Company. The Reconstituted Board is submitting this report incompliance with the provisions of the Companies Act 2013 the rules and regulationsframed there under (Act) and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations). The Reconstituted Board is not to be considered responsible todischarge fiduciary duties with respect to the oversight on financial and operationalhealth of the Company and performance of the management for the period prior to theReconstruction of Board.
Members are requested to read this report in light of the fact that theReconstituted Board and the new management is currently implementing the resolution plan.
During the period 1st April 2018 to 6th August2019:
(a) the management of the affairs of the company shall vest in theResolution Professional.
(b) the powers of the Board of Directors company shall stand suspendedand be exercised by the Resolution Professional.
(c) be responsible for complying with the requirements under any lawfor the time being in force.
During the period 7th August 2019 to 31st March 2020:
New Board reconstituted on 7th August 2019 with the following newdirectors Mr. Vishnu Ravi Mr. Siva Kakarala Lakshmana Rao Mr. Medsani Srinivas and Mrs.U K Gayathri appointed on 9th December 2019.
Financial summary or highlights/Performance of the Company:
The financial performance of the Company for the financial year ended31st March 2020 is summarized below: (Standalone)
(Rs. in Crores)
State of Company's Affairs
During the year under review your company executed regular AnnualMaintenance Contracts of Indian Railways and executed certain lighting and display orderof private parties.
During the financial year the COVID-19 pandemic developed rapidly intoa global crisis forcing governments to enforce lock-downs of all economic activity. Forthe Company the focus immediately shifted to ensuring the health and well-being of allemployees of the company closed its operational activities from 21st March 2020 to 31stAugust 2020. The operations again resumed from 1st September 2020.
Status of Implementation of Resolution plan
As per the Resolution Plan Monitoring Committee has been formed forimplementation of Resolution Plan. The Constitution of Monitoring Committee consists ofMr. Prabhakar Nandiraju RP and one representative from every secured financial creditoralong with Resolution Applicant.
As on date Rs.19.24 crores have been paid to secured financialcreditors out of total committed amount of Rs. 46.51 crores and an amount of Rs. 27.27crores is still payable.
Others: Resolution Applicants have paid total committed amount tooperational creditors and Insolvency cost. Out of the total amount of 3.21 crores payableto Un-Secured financial creditors an amount of Rs.93.50 lakhs paid and still an amount ofRs. 2.27 crores payable to Un-secured Fanatical creditors. Against an amount of Rs. 1.05crores payable to workmen/ employees dues and ex-employees an amount of 78.69 lakhs waspaid and still an amount of Rs. 26.31 lakhs is payable.
Monitoring Committee has approved the extension of timelines forimplementation of resolution plan and an Interim Application has been filed with NCLTHyderabad for approval.
As the company has incurred losses for the financial year ended 31stMarch 2020 the question of declaration of dividend does not arise.
Transfer to Reserves
The Company has during the period under review has not transferred anyamount to its General Reserves.
Changes in Share Capital
There is no change in the share capital of the Company during the yearunder review.
The Company has not invited/ accepted any deposits from the publicduring the year ended March 312020. There were no unclaimed or unpaid deposits as onMarch 31 2020.
Change in the Nature of Business if any
During the year under review there is no change in nature of businessof the company
Management Discussion and Analysis Report
Management's discussion and analysis report for the year underreview as stipulated under Clause 27(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.
Employees Stock Options Plan 2006 (MIC ESOP 2006)
The Company had established MIC Electronics Limited Employees WelfareTrust in 2005 to create Employee Stock Option Plan.
On 12th August 2006 the Shareholders approved that ESOP to issue4500000 (Face Value Rs.2/-) stock options of the Company to its employees through thetrust.
Pursuant to the provisions of Guideline 12 of the Securities andExchange Board of India (Employee Stock Option Scheme and Employee stock purchase Scheme)Guidelines 1999 the details of stock options as on 30th November 2010 under the MICElectronics Ltd Employees Stock Options Plan 2006 are as under:
No employee was issued Stock Option during the year equal to orexceeding 1% of the issued capital of the Company at the time of grant.
Particulars of Employees
The details pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 enclosed as Annexure - I.
Further during the year under review none of the employees receivedremuneration as set out in Rule (5) (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Subsidiaries and Associates
During the year the Board has reviewed the affairs of theSubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company and all its subsidiaries which form partof the Annual Report. Further a statement containing the salient features of thefinancial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-IIto the Board's Report. The statement also provides the details of performancefinancial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and accounts of each of its subsidiaries are available on ourwebsite www. mic.co.in. These documents will also be available for inspection duringbusiness hours at our registered office in Hyderabad.
As on 31st March 2020 the following are the subsidiaries:
1. MIC Electronics Inc. USA
Consolidated Financial Statements
The audited standalone and Consolidated Financial Statements of theCompany which form part of the Annual Report have been prepared in accordance with theprovisions of the Companies Act 2013 the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Accounting Standards (AS-21) on consolidatedFinancial Statements and the Accounting Standard (AS-23) on Accounting for Investment inAssociates.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act2013 with respect to the Directors' Responsibility Statement the Board of Directors ofthe Company hereby confirms:
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concernbasis;
(e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and
(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Statement on Declaration given by Independent Directors
The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Clause 27(2) ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
Particulars of Contracts or Arrangements with related parties:
Company has transactions with related parties which were continuingfrom previous financial years. However all those are entered under ordinary course ofbusiness and are at arm's length transactions. Therefore consent of the shareholdersunder Section 188 is not required. The particulars of contracts or arrangements withrelated parties referred to in subsection (1) of Section 188 is prepared in Form No. AOC-2pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 and the same is enclosed as Annexure - III to thisReport. Corporate Social Responsibility (CSR)
The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within purview of Section 135(1) of theCompanies Act 2013 and hence it is not required to formulate policy on corporate socialresponsibility.
Risk Management Policy
The Company has policy for identifying risk and established controls toeffectively manage the risk. Further the Company has laid down various steps to mitigatethe identified risk.
Internal Financial Controls
Due to insolvency process and lack of sufficient resources and in theabsence of old management there are certain lapses in the internal audit systems.However during the year adequate records and documents are maintained as per statutoryrequirements and certain internal controls are in place.
The Company is committed to maintain the standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. 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.
1. Board Meetings
The Board has been suspended during the period under review. As per theauthorization given by Mr. Prabhakar Nandiraju Board meetings held during the period forapproval of Un-audited and Audited Financial Results till the Resolution Plan approval i.eup to 31st July 2019.
2. Subsequently Two directors were appointed by the ResolutionApplicants on 07th August 2019 and one NonExecutive Independent director on the same dateand another independent Director appointed on 9th December 2019.
Number of Meetings of the Board of Directors
The Board met Six times during the financial year on 30-May-201914-Aug-2019 28-Nov-2019 09-Dec-2019 14-Dec- 2019 and 11-Feb-2020.
After initiation of CIRP proceedings the Powers of the Board ofDirectors of the Company have been suspended w.e.f. 13.03.2018 pursuant to the ordersdated 13.03.2018 of Hon'ble National Company Law Tribunal (NCLT) initiating CorporateInsolvency Resolution Process. Subsequently new directors were appointed by theResolution Applicants as mentioned herein.
Induction to the Board
Mr. Vishnu Ravi (DIN: 01144902) Mr. Siva Kakarala Lakshmanarao (DIN:03641564) and Mr. Medsani Srinivas (DIN: 00827476) appointed as Members of the Boardeffective from 7th August 2019.
Mrs. U K Gayathri appointed as Non-Executive Independent Director ofthe company with effect from 9th December 2019.
Cessation of Directorship
Dr. Venkata Ramana Rao Maganti Resigned as Director of thecompany with effect from 15th August 2019.
Shri L N Malleswara Rao Resigned as Member of the Board and asCFO with effect from 15th August 2019.
Committees of the Board
Currently the Board has three Committees reconstituted:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The powers of the various committees mentioned above have also beensuspended due to Insolvency process till the time of approval of Resolution Plan i.e. 31stJuly 2019.
The Statutory Auditors of the Company M/s. Pavuluri & Co. wereappointed at the 29th Annual General Meeting till the conclusion of the 33rd AnnualGeneral Meeting (AGM) of the Company.
Replies to the observations made in Statutory Auditor's Report:
Due to Insolvency process and lack of sufficient resources there arecertain drawbacks in the effectiveness of the internal control systems. To the extentpossible certain reports were submitted to the Audit Committee about the adequacy andeffectiveness of the internal control system of your Company.
With the new management and the new Audit committee in place withvaluable suggestions from the Board and the Audit committee on the improvements in theoperating procedures and control systems all efforts are being made in strengthening theoperating procedures.
Pursuant to the rules made by the Central Government under sub-section(1) of Section 148 of the Act the maintenance of cost records is not applicable for thecompany for the year under review.
The Board has appointed S R Vattikuti & Associates CompanySecretaries to conduct Secretarial Audit for the financial year 2019-20. The SecretarialAudit Report for the financial year ended March 312020 is annexed herewith marked as Annexure-IVto this Report.
Replies to the observations made in Secretarial Auditor's Report:
Extract of the Annual Return
The Extracts of Annual Return is prepared in Form MGT-9 as per theprovisions of the Companies Act 2013 and Rule 12 of Companies (Management andAdministration) Rules 2014 and the same has been placed in www.mic.co.in.
Material changes and commitments if any affecting the financialposition of the company
An insolvency 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 Corporate Insolvency Resolution Process(CIRP). Mr. Prabhakar Nandiraju was appointed by NCLT as Interim Resolution Professional.His appointment as Resolution Professional was made by the Committee of Creditors (CoC) intheir meeting held on 01.06.2018.
Subsequently the Resolution Plan submitted by the ResolutionApplicant M/s Cosyn Consortium was approved by Hon'ble NCLT Hyderabad by passing anOrder dated 31.07.2019.
After approval of the Resolution Plan new Board was formed andcommenced overseeing the operations of the Company. The Resolution applicants are in theprocess of making payments to the various categories of creditors as per the ResolutionPlan.
Details of Significant and Material Orders passed by the Regulators orCourts or Tribunals impacting the going concern status and company's operations infuture
Corporate Insolvency Resolution Process (CIRP) has been initiated underthe provisions of the Insolvency and Bankruptcy Code 2016 (the Code) videorder dated 13th March 2018 passed by Hon'ble National Company Law Tribunal (NCLT)Hyderabad.
Resolution Plan submitted by Cosyn Limited consortium was approved byCoC in their meeting held on 6th December 2018 and the same filed with NCLT Hyderabad wasapproved on 31.07.2019.
No other Significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and outgo
Information with respect to conservation of energy technologyabsorption foreign exchange earnings and outgo pursuant to Section I34(3)(m) of the Actread with Companies (Accounts) Rules 2014 is prepared and the same is enclosed as Annexure- V to this Report.
Particulars of loans guarantees or investments under section 186
Loans Guarantees Investments given during the Financial Year ended on31st March 2020 which attracts the provisions of Section 186 of the Companies Act 2013read with Companies (Meetings of Board and its Powers) Rules 2014 form part of the notesto the financial statements provided in this Annual Report.
Declaration with the compliance with the code of conduct by Members ofthe board and Senior Management personnel
The Company has complied with the requirements about code of conductfor Board members and 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 whistleblower policy in terms of the Listing Agreement includes an Ethics & Compliance TaskForce comprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistleblower policy may be accessed on the Company's website.
Mechanism for Board Evaluation
Clause 27(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 states that the board shall monitor and review the boardevaluation framework. The Companies Act 2013 states that a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and IndependentDirectors.
Schedule IV of the Companies Act 2013 states that the performanceevaluation of the independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The Directors evaluation was broadly based on the parameters such asunderstanding of the Company's vision and objective skills knowledge and experienceparticipation and attendance in Board/Committee meetings; governance and contribution tostrategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as evaluation of the working of its BoardCommittees. A structured questionnaire was prepared covering various aspects of theBoard's functioning such as adequacy of the composition of the Board and its CommitteesBoard Culture execution and performance of specific duties obligations and governance.
A meeting of the Independent Directors was also held which reviewed theperformance of Non-Independent Directors Chairman and the quality quantity and timelinesof flow of information between the Company management and Board.
Disclosure pertaining to sexual harassment of women at workplace
The company as required under the provisions of The SexualHarassment of Women at Workplace (prohibition Prevention and Redressal) Act 2013has framed a Policy on Prohibition Prevention and Redressal of Sexual Harassment of Womanat Workplace and matters connected therewith of incidental thereto. Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment
During the Financial year ended 31st March 2020 the Company hasneither received any complaints nor there are any pending complaints pertaining to sexualharassment.
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel Senior Management and fixing their remuneration. The RemunerationPolicy is placed at the website www.mic.in.
The Directors would also like to place on record their appreciation forthe support & services of various Government & Quasi Government organizations likeDepartment of Information technology & Communications Department of Commercial TaxesCustoms & Central Excise Income Tax etc. The Directors also thank the officials ofthe Bankers.
The Directors would also like to thank the esteemed shareholders fortheir constant support guidance & advice.