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MIRC Electronics Ltd.

BSE: 500279 Sector: Consumer
NSE: MIRCELECTR ISIN Code: INE831A01028
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VOLUME 24766
52-Week high 34.90
52-Week low 11.55
P/E 90.79
Mkt Cap.(Rs cr) 398
Buy Price 0.00
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Sell Price 0.00
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OPEN 17.35
CLOSE 17.00
VOLUME 24766
52-Week high 34.90
52-Week low 11.55
P/E 90.79
Mkt Cap.(Rs cr) 398
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MIRC Electronics Ltd. (MIRCELECTR) - Director Report

Company director report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Members

Your Directors are pleased to present the Forty-First Annual Reportalong with the Audited Financial Statements of the Company for the financial year ended 31stMarch 2022.

The Financial highlights for the year under review are as under:

 

Results of Operations

(Rs. in Crores)

Financial

Financial

year ended

year ended

Particulars

31st March

31st March

2022

2021

Gross Turnover

1190.61

762.69

Gross Profit (before interest
depreciation tax and writing off

18.90

15.69

of preliminary expense)
Interest

14.08

14.94

Depreciation

7.77

6.69

Net Profit/(Loss) before tax

(2.96)

(5.95)

Exceptional Profit/(Loss)

(17.12)

7.84

Profit/(Loss) After Tax

(20.07)

1.89

Balance in Profit & Loss A/c
carried forward from the last

(28.09)

(29.68)

year

 

Financial Performance:

During the year under review your Company has made gross turnover ofRs.1190.61 crores as against Rs.762.69 crores for the previous year. The Company hasincurred loss of Rs.20.07 crores. The financial statements are prepared in accordance withIndian Accounting Standards for the financial year ended March 31 2022 and forms part ofthis Annual Report.

 

Impact of COVID-19 Pandemic:

The detailed disclosure on the material impact of Covid–19pandemic on the Company is forming part of the Financial Statements of the Company. Youmay refer to Notes on Financial Statements for the same.

 

Dividend and Transfer to General Reserves:

Considering the financial requirement for business growth and debtservicing your Directors do not propose any dividend for the year ended March 31 2022.There is no appropriation of any amount to General Reserves during the year under review.

 

Financial Statements:

The financial statement containing the Balance Sheet Profit and Lossand Auditors’ Report on the financial statements have been sent to those members whohave registered their email id’s with the Company.

 

Board of Directors:

The Board of Directors of the Company comprises of the followingdirectors:

(i) Mr. Gulu Mirchandani - Chairman & Managing Director *;

(ii) Mr. Vijay Mansukhani - Managing Director;

(iii) Mr. Kaval Mirchandani - Whole Time Director **;

(iv) Mr. Lokesh Sikka - Whole Time Director ***;

(v) Mr. Ra_que Malik - Independent Director;

(vi) Mr. Carlton Pereira - Independent Director;

(vii) Mr. Arvind Sharma - Independent Director; and

(viii) Ms. Mohita Arora - Independent Director * Mr. Gulu MirchandaniChairman & Managing Director was reappointed by the Board of Directors of the Companyin its Board meeting held on May 25 2022 as a Chairman & Managing Director for afurther period of three (3) years with effect from December 01 2022 subject to approvalof the members of the Company at the ensuing Annual General Meeting.

** Mr. Kaval Mirchandani Whole Time Director was re-appointed by theBoard of Directors of the Company in its Board meeting held on May 25 2022 as a WholeTime Director for a further period of three (3) years with effect from May 26 2022subject to approval of the members of the Company at the ensuing Annual General Meeting.

*** Mr. Lokesh Sikka Whole Time Director was re-appointed by theBoard of Directors of the Company in its Board meeting held on May 25 2022 as a WholeTime Director for a further period of three (3) years with effect from February 13 2023subject to approval of the members of the Company at the ensuing Annual General Meeting.

The Company has received necessary declaration from each IndependentDirector under Section 149(7) of the Companies Act 2013 read with the Companies(Appointment and Qualification of the Directors) Rules 2014 amended from time to timethat he/she meets the criteria of independence laid down in Section 149(6) of theCompanies Act 2013 and Regulation 25 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification and re-enactment thereof till date).

In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of the Directors) Rules2014 amended from time to time Mr. Gulu L. Mirchandani Chairman & Managing Directorof the Company shall be liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible for reappointment. The Board recommends hisre-appointment. The notice convening the Annual General Meeting includes the proposal forre-appointment of Directors.

 

Secretarial Standards:

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meetings of Board of Directors’ and ‘GeneralMeetings’ respectively have been duly followed by the Company.

 

Directors’ Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 amended from time to time your Directors state that:

a) in the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards read with the requirements set out underSchedule III to the Companies Act 2013 have been followed along with proper explanationrelating to material departures;

b) the Directors have 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 theCompany as at March 31 2022and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘goingconcern’ basis;

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

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

 

Corporate Governance:

Your Company believes in adopting best Corporate Governance practices.The Company has also implemented several best Corporate Governance practices as prevalentglobally. The report on Corporate Governance as stipulated under Regulation 27 andSchedule V to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (including any statutory modification andre-enactment thereof till date) forms an integral part of this Annual Report.

The requisite certificate from Mr. Mahesh M. Darji Practising CompanySecretary confirming the compliance with the conditions of the Corporate Governance asstipulated under Regulation 34(3) and Schedule V to the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modification and re-enactment thereof till date) is annexed to this AnnualReport. The declaration signed by Mr. G. Sundar Chief Executive Officer of the Companyregarding compliance of the Code of Conduct for Board members and Senior Managementpersonnel forms part of this Annual Report.

 

Disclosure of Employee Stock Option Scheme (ESOS):

The Board of Directors of the Company in their meeting held on February13 2017 approved the employee stock option scheme termed as ‘MIRC ElectronicsLimited Employee Stock Option Scheme 2017’ (MIRC ESOS 2017) under the provisions ofSection 62 of the Companies Act 2013 read with Rule 12 of the Companies (Share Capitaland Debentures) Rules 2014 and Regulation 14 of Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014. The aforesaid MIRC ESOS 2017 wasapproved by the members of the Company at the ExtraOrdinary General Meeting held on March29 2017. Particulars relating to MIRC ESOS 2017 are mentioned in

 

Annexure – A.

 

Management Discussion and Analysis:

A detailed review of the operations performance and future outlook ofthe Company and its business as stipulated under Regulation 34(2)(e) read with Schedule Vto the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (including any statutory modification and re-enactmentthereof till date) is presented in a separate section forming part of the Annual Reportunder the head ‘Management Discussion and Analysis.’

 

Contracts and Arrangements with Related Parties:

During the year under review all contracts/arrangements/ transactionsentered by the Company with related parties were in the ordinary course of business and onarm’s length basis. The Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of the related party transactions.

The policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board of Directors of the Company maybe accessed on the website of the Company at the link http://www.onida.com/policies.

There were no material related party transactions which could havepotential conflict with interest of the Company at large. All related party transactionsentered into by the Company were on an arm’s length basis and in the ordinary courseof business and the Company had not entered into any material related party contractstherefore no disclosure in Form AOC-2 is provided.

 

Corporate Social Responsibility:

As per Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 every company having net worth ofRs. 500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 croresor more during immediately preceding financial year shall ensure that it spends in everyfinancial year at least 2 (Two) percent of the average net profits made during threeimmediately preceding financial years in pursuance of its Corporate Social ResponsibilityPolicy. The Company has already constituted a Corporate Social Responsibility (CSR)Committee in accordance with Section 135 of the Companies Act 2013.

The statutory provisions of Section 135 of the Companies Act 2013 readwith Companies (Corporate Social Responsibility Policy) Rules 2014 with respect tospending in CSR activities are not applicable to the Company as on March 31 2022.

 

Risk Management:

During the year under review the Risk Management Committee has beenentrusted with the responsibility to assist the Board in: (a) Overseeing and approving theCompany’s enterprise wide risk management framework; and (b) Overseeing that all therisks that the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. The Risk Management Policy was reviewed and approved bythe Risk ManagementCommittee constituted by the Board of Directors of the Company.

The Risk Management Committee manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives.

The Company has introduced several improvements to integrate EnterpriseRisk Management Internal Controls Management and Assurance Frameworks and processes todrive a common integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.

 

Internal Financial Controls:

The Company has in place adequate internal financial controls withreference to the financial statements. During the year under review such controls weretested and no reportable material weakness in the design or operations was observed.

 

Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return in Form MGT-7 for the financial year ended March 31 2022 is available onthe Company’s website at www. onida.com.

 

Key Managerial Personnel:

The Company has below mentioned persons as Key Managerial Personnel interms of the requirement of Section 203 of the Companies Act 2013 read with Rule 8 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 within themeaning of Section 2 (51) of Companies Act 2013:

Sr.
Name of the person Designation
No.
1. Mr. Gulu Mirchandani Chairman & Managing
Director
2. Mr. Vijay Mansukhani Managing Director
3. Mr. Kaval Mirchandani Whole-Time Director
4. Mr. Lokesh Sikka Whole-Time Director
5. Mr. G. Sundar Chief Executive Officer
6. Mr. Sanjay Jhawar * Chief Financial Officer
7. Mr. Deepak Sarawagi ** Interim Chief Financial
Officer
8. Mr. Sailesh Raj Kedawat *** Chief Financial Officer
9. Mr. Lalit Chendvankar # Head - Corporate Affairs
Legal & Company
Secretary
10. Mr. Prasad Oak ## Head – Legal Corporate
Affairs & Company
Secretary

 

* Mr. Sanjay Jhawar has resigned as Chief Financial Officer of theCompany w.e.f. 3rd June 2021.

** Mr. Deepak Sarawagi was appointed as Interim Chief Financial Officerof the Company w.e.f. 1st December 2021 and resigned from the position ofInterim Chief Financial Officer from the close of business hours on 25th May2022.

*** Mr. Sailesh Raj Kedawat appointed as Chief Financial Officer of theCompany w.e.f. 26th May 2022 by the Board of Directors of the Company in itsBoard meeting held on 25th May 2022.

 

# Mr. Lalit Chendvankar has resigned as Head - Corporate AffairsLegal & Company Secretary of the Company w.e.f. 26th June 2021.

 

## Mr. Prasad Oak was appointed as Head – Legal CorporateAffairs & Company Secretary of the Company w.e.f. 24thD ecember 2021.

 

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and as perRegulation 17 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (including any statutory modification andre-enactment thereof till date) the Company has devised a policy for performanceevaluation of Independent Directors Board of Directors Committees and other individualDirectors which include criteria for performance evaluation of the non-executive directorsand executive directors. A structured questionnaire was prepared after taking intoconsideration of the various aspects such as performance of specific duties obligationsBoard’s functioning composition of the Board and its Committees culture andgovernance.

The performance evaluation of the Chairman Executive Director andIndependent Directors was carried out by the entire Board of Directors of the Companyexcluding the directors being evaluated. The Board of Directors expressed theirsatisfaction with the evaluation process.

The details of programmes for familiarisation of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company.

The following policies of the Company are annexed herewith marked as Annexure- B-I and

Annexure - B-II: a) Policy on remuneration of directors keymanagerial personnel and other senior management employees

 

(Annexure – B-I); and b) Policy on criteria for appointment& evaluation of executive directors and independent directors

 

(Annexure – B-II).

 

Public Deposits:

During the year under review the Company has neither invited noraccepted any public deposit within the meaning of Section 73 to 76 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014 amended from time totime.

 

Statutory Auditors:

The members of the Company at the Thirty-Seventh Annual General Meetingof the Company held on August 23 2018 has appointed M/s. S R B C & CO. LLPChartered Accountants (Firm Registration No. 324982E/E300003 with the Institute ofChartered Accountants of India) as Statutory Auditors of the Company for a further term offive years and shall hold office till the conclusion of 42nd (Forty-Second)Annual General Meeting of the Company to be held for the financial year 2022-2023.

 

Statutory Auditors Report:

The notes on financial statement referred to in the Auditors’Report are self-explanatory and do not call for any further comments. The Auditors’Report does not contain any qualification reservation or adverse remark.

 

Cost Auditors:

Pursuant to the provisions of the Section 148 of the Companies Act2013 read with the Companies (Cost Records and Audit) Rules 2014 amended from time totime the Board of Directors of the Company on the recommendation of Audit Committee hasappointed Mr. Suresh D. Shenoy Cost Accountant (Firm Registration No. 102173 with theInstitute of Cost Accountants of India) as the Cost Auditor of the Company for thefinancial year 2022-2023. The remuneration of Cost Auditor needs to be approved by themembers of the Company at the ensuing Annual General Meeting. The Board recommends passingof the resolution for the same.

 

Secretarial Auditors:

M/s. Ragini Chokshi & Co. Practising Company Secretaries (FirmRegistration No. 92897 with the Institute of Company Secretaries of India) was appointedto conduct the secretarial audit of the Company for the financial year 2021-2022 asrequired under Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 amended from time to time. TheSecretarial Audit Report for financial year ended 31st March 2022 is annexedherewith marked as

 

Annexure - C to this Board Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.

 

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the financial year 2021-2022for all applicable compliances as per the provisions of Securities and Exchange Board ofIndia Regulations and circulars/ guidelines issued thereunder. The Annual SecretarialCompliance Report will be submitted to the stock exchanges in stipulated time incompliance with the Regulation 24A (2) of SEBI (LODR) Regulations 2015 as amended fromtime to time.

 

Reporting of Frauds by Auditors:

During the year under review theStatutory Auditor theSecretarialAuditor the Cost Auditor have not reported any instances of frauds committed in theCompany by its officers or employees to the Audit Committee under Section 143(12) of theCompanies Act 2013.

 

Disclosures:

Meetings of the Board

The Board met 6 (six) times during the year and other details ofmeetings of the Board of Directors of the Company held during the financial year / tenureand the attendance of Directors forms part of the Corporate Governance Report.

 

Audit Committee

The Audit Committee comprises of Mr. Carlton Pereira Chairman Mr.Ra_que Malik and Mr. Arvind Sharma as the members. All the members of the Audit Committeeare Independent Directors.

 

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Ra_queMalik Chairman Mr. Carlton Pereira and Ms. Mohita Arora as the member. All the membersof the Nomination and Remuneration Committee are Independent Directors.

 

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Ra_que MalikChairman Mr. Gulu Mirchandani Mr. Vijay Mansukhani and Ms. Mohita Arora as the members.

 

Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of Mr. Gulu Mirchandani Chairman Mr.Vijay Mansukhani and Mr. Ra_que Malik as the members.

 

Risk Management Committee

The Risk Management Committee comprises of Mr. Gulu MirchandaniChairman Mr. Vijay Mansukhani and Mr. Lokesh Sikka as the members.

The details of theCommittee meetings held during the year under revieware provided in the Corporate Governance Report.

 

Whistle Blower Policy/ Vigil Mechanism

In order to ensure that the activities of the Company and its employeesare conducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior your Company has adopted a VigilMechanism / Whistle Blower Policy. The aim of the policy is to provide adequate safeguardsagainst victimization of whistle blower who avails of the mechanism and is also provideddirect access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Accordingly ‘Whistle Blower Policy’ has been formulated witha view to provide a mechanism for the Directors and employees of the Company to approachthe Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promoteresponsible and secure whistle blowing. It protects employees willing to raise a concernabout serious irregularities within the Company.

The policy has also been uploaded on the website of Company i.e.https://www.onida.com/policies.

 

Code of Conduct for Prevention of Insider Trading:

The Board ofDirectors of the Company has amended and adopted the‘Code for Insider Trading & Fair Disclosure of Unpublished Price SensitiveInformation (UPSI)’ ("Code") as formulated under Securities andExchange of India (Prohibition of Insider Trading) Regulations 2015 and Securities andExchange of India (Prohibition of Insider Trading) (Amendment) Regulations 2018. TheInsider Trading Policy of the Company laid down the guidelines and procedure to befollowed and disclosures to be made while dealing with the shares of the Company. Thepolicy has been formulated to regulate monitor and ensure reporting of dealings byemployees of the Company. The Insider Trading Policy of the Company as amended from timeto time is available on the website of the Company i.e. https://www.onida.com/policies.

 

Particulars of Loan given Investment made Guarantee given andSecurities provided by the Company

Particulars of loans given investments made and guarantees given alongwith the purpose for which the loan or guarantee is proposed to be utilized by therecipient under the provisions of Section 186 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 amended from time to time areprovided in the respective notes in the financial statement.

 

Significant and Material order passed by the Regulatory or Courts

There were no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its futureoperation.

 

Material changes and commitments affecting financial position betweenend of the financial year and date of this report

There were no material changes and commitments affecting financialposition of the Company during the period between end of the financial year and date ofthis Board Report.

 

Listing Fees

The equity shares of the Company are listed on BSE Limited and NationalStock Exchange of India Limited. The Listing fees for the

financial year 2022-2023 for both the stock exchanges has been paid bythe Company.

 

Information under Regulation 34(3) read with Schedule V to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015

Pursuant toRegulation 34(3) read withSchedule V to the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (including any statutory modification and re-enactment thereof till date) thedetails of the shares lying with the Company in Unclaimed Suspense Account as on 31stMarch 2022 are as under:

Sr. No. Description

No. of Shareholders

No. of Shares

1 Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the beginning of the financial year

4667

100085

2 Number of shareholders who approached issuer for transfer of shares from unclaimed suspense account during the financial year

0

0

3 Number of shareholders to whom shares were transferred from unclaimed suspense account during the financial year

0

0

4 Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the end of the financial year

4667

100085

 

All the unclaimed shares are credited to a Demat Unclaimed SuspenseAccount and all the corporate benefits in terms of securities accruing on these unclaimedshares shall be credited to such account. The voting rights on these shares shall remainfrozen till the rightful owner of such shares claims the shares.

 

Transfer of Unpaid and Unclaimed Dividend

Pursuant to provisions of the Section 124 of the Companies Act 2013your Company did not have any dividend as lying unpaid or unclaimed for a period of seven(7) years. Therefore there were no funds which were required to be transferred toInvestor Education and Protection Fund (IEPF) established by the Central Governmentpursuant to provisions of the Section 125 of the Companies Act 2013.

 

Transfer of Shares to the Investor Education and Protection Funds

Pursuant to the provisions of Section 124(6) of the Companies Act 2013and the Investor Education and Protection Fund Authority (Accounting Auditing Transferand Refund) Rules 2016 which have come into effect from September 07 2016 the shareson which dividend has not been paid or claimed for seven consecutive years or more thensuch shares have to be transferred to IEPF. During the year your Company did not have anyequity shares which were required to be transferred to Investor Education and ProtectionFund (IEPF).

 

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (including any statutory modification and re-enactment thereof till date) thedisclosures pertaining to the remuneration and other details as required are appended as

Annexure - D to this Board Report.

A statement containing the names of every employee employed throughoutthe financial year and in receipt of remuneration of Rs.1.02 crore or more or employedfor part of the year and in receipt of Rs.8.5 lakh or more per month under Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(including any statutory modification and re-enactment thereof till date) is availablefor the inspection at the registered office of the Company. Any member interested inobtaining such information may write to the Company Secretary of the Company and the samewill be furnished to them.

 

Internal Control System

The Company has adequate internal control system commensurate with itssize and business. The Internal Auditors of the Company reviewed that all the financialtransactions of the Company are in line with the compliance of laws policies andprocedures and have been correctly recorded and reported. The Internal Audit is conductedon regular basis and the reports are submitted to the Audit Committee at their quarterlymeetings. The Audit Committee actively reviews the adequacy and effectiveness of theinternal control system and suggests improvements to strengthen the same.

 

Research and Development

The Company recognizes that a vigorously intelligent researchinitiative enables not only cost reduction through effective process improvement but alsovalue-addition through sustained innovative and customized products in line with customerrequirements. The Company is proud to have a team of dedicated engineers at the ONIDAResearch and Development Center in Mumbai who facilitate in making state-of-the-arttechnology products satisfying customer expectations.

This team conducts research in the areas of:

Embedded Software.

Industrial Design.

Mechanical Design.

Electrical Circuit Design.

 

Conservation of Energy Technological Absorption Foreign ExchangeEarnings and Outgo

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 as amended from time to time are set out in the Annexure - E.

 

Environment

The E-Waste (Management) Rules 2016 (hereinafter referred to as"E-Waste Rules") are in force as applicable to the company. As per the E-WasteRules all producers have to meet Extended Producer Responsibility (EPR) along with thedefined targets. As per E-Waste Rules all producers have to make EPR AuthorisationApplication to Central Pollution Control Board (CPCB). The Company has a tie up withauthorised recyclers for recycling the electronic waste. The details of E-Waste along withcollection centres and pick up facility have been uploaded on the website of the Company.The Company appeals to all stakeholders to dispose all End of Life (EOL) products throughCompany’s authorized recyclers. The required details are available on the website ofthe Company viz. www.onida.com. The manufacturing plant situated at Wada Maharashtra hasmore than 10 acres of Green Cover. The Company makes all out efforts for maintaining suchGreen cover and supports the prevailing environmental issues.

 

General:

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

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

2. ssue of equity shares with differential rights as to dividendIvoting or otherwise.

3. ssue of shares (including sweat equity shares) to employeesI of theCompany under any scheme.

4. Neither the Managing Director nor the Whole-Time Directors of theCompany receive any remuneration or commission from any of its subsidiary.

 

Prevention of Sexual Harassment:

Your Company recognizes its responsibility and continues to provide asafe working environment for women free from sexual harassment and discrimination. InCompliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has put in place a Policy on prevention of SexualHarassment of Women at workplace is available on the website of the Company i.e.https://www.onida. com/policies and has duly constituted an Internal Complaints Committeeunder the same. Your Directors further state that during the year under review there wereno case filed under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

 

Applications under the Insolvency and Bankruptcy Code 2016:

There were no applications made by the Company or upon the Companyunder the Insolvency and Bankruptcy Code 2016 during the year under review. There are noproceedings pending under the Insolvency and Bankruptcy Code 2016 by / against theCompany as on March 31 2022.

 

The details of difference between amount of the valuation:

During the year under review there were no settlements made by theCompany for any loan / borrowing taken from the Banks or Financial Institutions and henceno comment with regard to the details of difference between amount of the valuation doneat the time of one-time settlement and the valuation done while taking loan from the Banksor Financial Institutions along with the reasons thereof.

 

Acknowledgement:

Your Directors take this opportunity to thank the customers vendorsinvestors members and bankers of the Company for their continued support during the yearand also place on record their appreciation to the contribution made by the employees ofthe Company at all levels. Your Directors also thank the Government of India particularlythe Ministry of Electronics and Information Technology Income Tax Department Ministry ofCommerce Ministry of Finance Ministry of Corporate Affairs the Reserve Bank of Indiarespective State Governments and other government agencies for the support and lookforward for the continued support from them in the future.

for and on behalf of the Board of Directors

Gulu Mirchandani

Place

: Mumbai

Chairman and Managing Director

Date

: 25th May 2022

DIN:00026664

 

Disclosure under Section 62 of the Companies Act 2013 Rule 12 of theCompanies (Share Capital and Debentures) Rules 2014 and SEBI (Share Based EmployeeBenefits) Regulations 2014 for the year ended March 31 2022

The objective of the MIRC- ESOS 2017 is to provide an incentive toattract retain and reward employees performing services as well as to motivate them tocontribute to the growth and profitability of the Company. The Company also intends to usethis scheme to attract and retain talent in the Company. The Company views employee stockoptions as instruments that would enable the employees to share the value they create forthe Company in the years to come. The following table sets forth the particulars of theoptions granted under MIRC- ESOS 2017:

Sr. Particulars Remarks
No.
1. Total Number of Options under the plan Up to 9811710
2. Options Granted (during the year) Nil
3. Options Vested (during the year) Nil
4. Options exercised (during the year) Nil
5. Total number of shares arising as a result of exercise of options Nil
6. Options lapsed (during the year) Nil
7. The exercise price The exercise price shall be closing market price of the shares listed on the recognized stock exchanges prior to the Grant Date or as may be determined by the Board. In any event the exercise price shall not be less than the face value of one equity Share of the Company when the options are granted.
8. Variation of terms of options None
9. Money realized by exercise of options Nil
10. Total number of options in force (as on end of the year) Nil
11. Employee wise details of options granted to: (i) Senior Management (including key managerial personnel) Nil
(ii) any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year; Nil
(iii) identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; Nil
12. Diluted Earnings per share pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 ‘Earnings per Share’ N.A.
Sr. Particulars

Remarks

No.
13. Pro Forma Adjusted Net Income and Earnings Per Share

N.A.

Net Income
Add: Intrinsic Value Compensation Cost
Less: Fair Value Compensation Cost
Adjusted Pro Forma Net Income
Earnings Per Share: Basic
As Reported
Adjusted Pro Forms
Earnings Per Share: Diluted
As Reported
Adjusted Pro Form
for and on behalf of the Board of Directors
MIRC Electronics Limited
Gulu Mirchandani
Date: 25th May 2022 Chairman and Managing Director
Place: Mumbai DIN: 00026664

 

POLICY ON REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHERSENIOR MANAGEMENT EMPLOYEES

1. OBJECTIVES:

(i) The terms of appointment and remuneration of Managing Director("MD") Whole Time Director ("WTD") Key Managerial Personnel("KMPs") and Senior Management ("SMPs") shall be competitive in orderto ensure that the Company can attract and retain competent talent. (ii) The remunerationPolicy shall ensure that: (a) Thelevelandcompositionofremunerationisreasonable andsufficient to attract retain and motivate Directors / KMPs and SMPs to run the Companysuccessfully.

(b) Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks.

(c) Remuneration to Directors KMPs and SMPs involves a balance betweenfixed and variable pay reflecting short and long term performance objectives and goals setby the Company.

(d) Remuneration package is linked to the achievement of corporateperformance targets and a strong alignment of interest with stakeholders.

(e) The pay structures are appropriately aligned across levels in theCompany.

 

2. APPLICABILITY:

(i) This Remuneration Policy shall apply to all existing and futureappointment agreements with Managing and Whole Time Director KMPs and SMPs and also withthe Non-Executive Directors.

(ii) TheRemuneration Policy shall be subject to overall guidance of theBoard of Directors. (iii) Any change or amendment in the Companies Act 2013 ("Act")or the Listing Agreement will prevail over this policy and will be applicable in so farfrom the date of its notification or date specified therein.

 

3. DEFINITIONS:

i) Employees Stock Option mean as defined in section 2 (37) ofCompanies Act 2013 as ‘the option given to the Directors officers or employees of aCompany or of its holding company or subsidiary company or companies if any which givessuch Directors officers or employees the benefit or right to purchase or to subscribefor the shares of the Company at a future date at a pre-determined price’

ii) Independent Director means a Director other than a ManagingDirector or a Whole-time Director or a Nominee Director —

(a) who in the opinion of the Board is a person of integrity andpossesses relevant expertise and experience;

(b) (i) who is or was not a promoter of the Company or its holdingsubsidiary or associate Company; (ii) who is not related to promoters or Directors in theCompany its holding subsidiary or associate Company;

(c) who has or had no pecuniary relationship with the Company itsholding subsidiary or associate company or their promoters or Directors during the twoimmediately preceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship ortransaction with the Company its holding subsidiary or associate company or theirpromoters or Directors amounting to two per cent or more of its gross turnover or totalincome or Fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;

(e) who neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or isor has been employee of the Company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year in which he isproposed to be appointed;

(ii) is or has been an employee or proprietor or a partner in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed of

(A) a firm of auditors or company secretaries in practice or costauditors of the Company or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction withthe Company its holding subsidiary or associate company amounting to ten per cent ormore of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of thetotal voting power of the Company; or

(iv) is a Chief Executive or Director by whatever name called of anynon profit organisation that receives twenty-five per cent or more of its receipts fromthe Company any of its promoters Directors or its holding subsidiary or associatecompany or that holds two per cent or more of the total voting power of the Company; or

(v) is a material supplier service provider or customer or a lessor orlessee of the Company;

(vi) who is less than 21 years of age.

(f) who possesses such other qualifications as may be prescribed.

iii) Key Managerial Personnel means and includes:

(i) TheChief Executive Officer or the Managing Director or the Manager;

(ii) T he Company Secretary;

(iii) The Whole-time Director; and

(iv) The Chief Financial Officer.

iv) Non-Executive Director shall mean director who is not infull time employment of the Company. v) Nomination and Remuneration Committee meansNomination and Remuneration Committee as defined in Section 178 of the Companies Act 2013consisting of three or more non Executive Directors out of which not less than a halfshall be Independent Director.

vi) Remuneration means as defined in section 2 (78) of Companies Act2013 ‘Any money or its equivalent given or passed to any person for services renderedby him and includes perquisites as defined under the Income-tax Act 1961.’

vii) Senior Management means and includes a personnel of the Companywho are members of its core Management Team excluding the Board of Directors. This wouldalso include all members of the management one level below the Executive Directorsincluding all functional heads.

viii) Whole-Time Director means and includes a director in thewhole-time employment of the Company.

 

2.0 REMUNERATION POLICY:

 

CRITERIA FOR FIXING THE REMUNERATION TO MD / WTD NON EXECUTIVEDIRECTOR AND INDEPENDENT DIRECTORS KMPS & SMPS.

1. Financial position of the Company

2. Remuneration or commission drawn by him from any other company.

3. Professional qualifications and experience of the individualconcerned.

4. Industry’s pay standards and pay structure data studiesundertaken by consultancy firm.

5. Attract and retaining talent and motivation for KMPs/ SMPs.

6. Special consideration for attracting top notch hi _ier in case ofKMPs/SMPs.

7. Past performance past remuneration and special accreditation ormeritorious performance.

8. Bring a balance between the interest of the Company and thestakeholders.

 

3.0 REMUNERATION TO MANAGING DIRECTOR / WHOLE TIME DIRECTOR:

(i) Remuneration to the MD and W TD shall be proposed by the Nominationand Remuneration Committee ("NRC") and subsequently approved by the Board ofDirectors and the Shareholders of the Company/ Central Government as may be required.

(ii) Total remuneration for the MD and WTD shall comprise of thefollowing:

(a) Salary (both fixed and variable salary based on Performance linkedincentive).

(b) Perquisites like House Rent Allowance Leave Travel AllowanceMedical Expenses and Soft Furnishing Allowance etc.

(c) (i) Retirals contribution to Provident Fund Superannuation Fundand Gratuity and other funds.

(ii) Encashment of Leave at end of the tenure. (d) Reimbursement orpayment of all expenses incurred in connection and business of the Company.

(e) Other perquisites (as may be recommended by the NRC and approved bythe Board).

(f) The variable salary shall be in form of a Performance Bonus linkedto their individual performance and also the performance of the Company and theindividual as per criteria set by the NRC or the Company.

(g) The total remuneration to MD and WTD shall be in accordance withthe provisions of the Companies Act 2013 and rules as amended from time to time. (h) TheCompany shall enter into contract of service and for remuneration.

(i) If any Directors draws or receives directly or indirectly by way ofremuneration any sums in excess of the limits prescribed by the Act or without priorsanction of the Central Government where it is required he/she shall refund such sums tothe Company and until such sums are refunded held in trust for the Company.

 

3.1 REMUNERATION TO NON EXECUTIVE DIRECTORS (NED) a) Non Independent

i) NEDs shall be entitled to such sitting fees as may be decided bythe Board of Directors from time to time for attending the meeting of the Board and of theCommittee thereof.

ii) NEDs shall also be entitled for payment of profit related orcommission as up to the limits prescribed in Section 197 of the Companies Act 2013 andapproved by the Shareholders from time to time.

 

b) Independent Directors (ID)

i) an IDs shall not be eligible for any Stock Options and may receiveremuneration by way of fee provided under Section 197of the Companies Act 2013reimbursement of expenses for participation in the Board and other meetings and profitrelated commission as approved by the members.

ii) The NED and ID shall be paid all traveling total and otherexpenses properly incurred by them on attending and returning from meetings of the Boardor any Committee thereof or General Meeting or other connection with business of theCompany.

 

3.2 REMUNERATION TO KEY MANAGERIAL PERSONNEL (KMP) & SENIORMANAGERIAL PERSONNEL (SMP)

(i) Remuneration packages shall be designed in such manner that:

(a) motivates delivery of key business strategies creates a strongperformance – oriented environment and rewards achievement of the Company’sobjectives and goals over the short and long term.

(b) attracts talent and high achievers in a competitive global marketand remunerate executives fairly and responsibly.

(ii) Remuneration shall be competitive and shall include salarycomprising of both fixed and variable components performance incentives and otherbenefits such as retiral benefits health care insurance and hospitalization benefitstelephone reimbursement etc.

(iii) Remuneration shall be evaluated annually and annual increaseshall be decided considering the performance of the individual / and also of the Company.Industry practices / trends companies which are similar in size and complexity to theCompany. Benchmark information shall be obtained from recognized compensation serviceconsultancies shall also be given due consideration.

(iv) Remuneration can be reset at any time keeping with the meritiousperformance or for special work assignment or recognition. Benchmark information shall beobtained from recognized compensation service consultancies and shall also be given dueconsideration.

(v) The remuneration to be paid to KMP/SMP shall be recommended by theNRC considering relevant qualification and experience of the individual as well as theprevailing market condition.

(vi) The NRC may consider to grant Stock Options to KMP and SMPspursuant to a Stock Option Plan adopted by the Company if any.

 

4.0 DIRECTOR AND OFFICERS LIABILITY INSURANCE:

(i) The Company may introduce and provide an insurance cover toDirectors KMPs and SMPs for indemnifying them against any liability in respect of anynegligence default misfeasance breach of duty or breach of trust shall not be treatedas a part of remuneration paid to them. Provided that if such person is proved to beguilty the premium paid on such insurance shall be treated as part of remuneration.

(ii) The premium paid by the Company for such insurance cover calledfor Directors and Officers Liability Insurance Policy taken for the above purpose shallbe paid by the Company without any charge to the Directors KMPs and SMPs.

 

5.0. DISCLOSURES:

The Company shall disclose the following in the Board’s report andthe Financial Statements.

(a) In the Board’s Report such particulars as are prescribedunder the Companies Act 2013 and rules made there under; and

(b) In the Corporate Governance Report the particulars as prescribedin Clause 49 of the Listing Agreement as amended from time to time.

 

6.0. DISSEMINATION:

The Company’s Remuneration Policy shall be uploaded on itswebsite.

 

CRITERIA FOR APPOINTMENT & EVALUATION OF EXECUTIVE DIRECTORS ANDINDEPENDENT DIRECTORS

Purpose of this Policy

a) Board consists of members with the range of skills and qualities tomeet its primary responsibility for promoting the success of the Company in a way whichensures that the interests of shareholders and stakeholders. Performance evaluation ofDirectors annually will help to know the effectiveness of the Board so as to enable theBoard to discharge their functions and duties effectively.

b) To ensure compliance of the applicable provisions of the CompaniesAct 2013 and Listing Agreement entered with the Stock Exchanges as amended from time totime.

i) As per section 178 of the Companies Act 2013 it is necessary tohave an evaluation of the performance of each director.

ii) As per Clause 49(5) of the Listing Agreement as amended from timeto time mandates that there has to be Evaluation criteria for performance evaluation ofIndependent Directors and shall be done by entire Board. c) To adopt the best practices tomanage and to give direction to the Company and achieve good Corporate Governance.

 

Process for reviews

The Nomination and Remuneration Committee shall adopt a Evaluationcriteria for performance evaluation of the Directors. The evaluation of performance ofdirector shall be carried by entire Board of Directors excluding the Director beingevaluated. The evaluation will be carried at least once a year. The evaluation will becarried out by a Director or any other persons or professional agencies nominated by theBoard.

Criteria and Evaluation of Executive Directors Independent Directors.

 

I . Executive Directors Criteria for Appointment

1) Executive Directors will be appointed based on the qualificationsexperience skills and expertise on related matters.

2) The value addition and the contribution to the Company’s visionand growth.

3) Favorable Industry reports and corporate standing and integrity andability to manage and motivate employees.

The following persons shall be not eligible to be appointed asExecutive Director if:

1) He/She is disqualified to act as a Director under the provisions ofSection 164(1) and other applicable provisions if any of the Companies Act 2013. If thedisqualification is subsequently removed then the said person shall be eligible to beappointed as Executive Director.

2) He/She does not satisfy to requirements as prescribed in Part I ofSchedule V of the Companies Act 2013. But the person who does not meet the criteriaprescribed in Part I of Schedule V to the Companies Act 2013 can be appointed asExecutive Director if the approval of Central Government is taken.

 

Evaluation

An annual appraisal/ evaluation of Executive Directors namely ManagingDirector and Whole Time Director shall be carried out by all the other Directors of theCompany. The Company shall consider appropriate industry benchmarks and standards. Theannual evaluation shall be carried out in the form of questionnaire as mentioned hereinbelow to be circulated among other Directors except the Executive Director beingevaluated.

 

II Independent Directors Criteria For Appointment

I . The Committee shall consider the following factors whileappointing a person as an Independent Director on the Board:

1. Integrity and relevant expertise and experience.

2. Requisite qualification so that he/she will exercise his/ her roleeffectively.

3. Have an expert knowledge in field of the Company where the Companyoperates and shall provide his/her suggestions to the Board members of the Company toarrive at final decision which is in the best interest of the Company.

4. Not be a promoter or related to promoter of the Company or itsholding subsidiary or associate company;

5. Must not have any material pecuniary relationship during the twoimmediately preceding financial years or during the current financial year with theCompany its holding subsidiary or associate company or their promoters or directors.

6. The relatives of such person should not have had any pecuniaryrelationship or transaction with the Company or its subsidiaries or associate company ortheir promoters or directors amounting to 2% or more of its gross turnover or totalincome or _ 50 lacs or such higher amount as may be prescribed whichever is less duringthe two immediately preceding financial years or in the current financial year;

7. He or his relatives must not:

 

(i) hold or has held the position of a Key Managerial Personnel or isor has been employee of the Company or its holding subsidiary or associate company in anyof the three financial years immediately preceeding the financial year in which he isproposed to be appointed.

(ii) is or has been an employee or proprietor or a partner in any ofthe three financial years immediately preceding the financial year in which he is proposedto be appointed of—

 

(A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction withthe Company its holding subsidiary or associate company amounting to ten per cent ormore of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of thetotal voting power of the Company; or

(iv) is a Chief Executive or director by whatever name called of anynon-profit organization that receives 25% or more of its receipts from the Company any ofits promoters directors or its holding subsidiary or associate Company or that holds 2%or more of the total voting power of the Company; or

(v) is not a material supplier service provider or customer or alessor or lessee of the Company; or (vi) is not less than 21 years of age.

8. Such person who is proposed to be appointed as Independent Directorshall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the Company’sbusiness.

9. Other important factors to be considered while appointment ofIndependent Directors are as follows:

1. He/She understands the financial statements like balance sheetStatement of Profit and Loss and Cash flows.

2. He/She shall not be disqualified under Section 164 sub-section (1)and (2) of the Companies Act 2013.

3. He/She shall give his/her declaration as provided in Section 149(7)of the Companies Act 2013.

 

Evaluation

An annual performance evaluation of an Independent Director shall becarried out by all other Directors at the end of the financial year in the form ofquestionnaire.

 

III Non Executive and Non Independent Directors.

Evaluation

An annual performance evaluation of an Non Executive Non IndependentDirector shall be carried out by all other Directors at the end of the financial year inthe form of questionnaire.

 

IV Board of Directors.

Evaluation

Evaluation of Board of Directors shall be carried out in the form ofquestionnaire.

 

SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS

The independent directors of the Company shall hold at least onemeeting in a year: The independent directors in the meeting shall inter-alia:

1. review the performance of non-independent directors and the Board asa whole;

2. review the performance of the Chairperson of the Company takinginto account the views of executive directors and non-executive directors;

3. assess the quality quantity and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

 

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR

The Company shall familiarize the Independent Directors with theirroles responsibilities rights nature of the business in which the Company operatesetc. through various programmes. The details of such familiarization programmes shall bedisclosed on the website of the Company and a web link thereto shall also be given in theAnnual Report.

 

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