The Board of Directors ("Board") with immense pleasurepresent their 36'" (Thirty Sixth) Annual Report on business and operations of MRO-TEKRealty Limited (the Company or MRO-TEK) along with Audited Financial Statements for thefinancial year (FY) ended March 312020.
1. FINANCIAL REVIEW
In compliance with the provisions of the Companies Act 2013("Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time ("Listing Regulations") the Company hasprepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY2019- 20.
The financial highlights of the Company's operations are asfollows:
(Rs. in Lacks)
|Particulars ||2019-20 ||2018-19 |
|Net Revenue from operations ||4104.98 ||2691.56 |
|Other Income ||32.11 ||40.58 |
|Operation Profit (Loss) before Interest and Depreciation ||135.98 ||(568.90) |
|Operation Profit (Loss) before Interest ||14.08 ||(660.98) |
|Interest and other Finance Costs ||(500.86) ||(247.74) |
|Operation Profit (Loss) before Taxation and Extraordinary/Exceptional items ||(486.78) ||(908.72) |
|Exceptional Items ||0 ||0 |
|Profit /(Loss) before Tax ||(486.78) ||(908.72) |
|Provision for Taxation (Deferred Tax Adjustments) ||(34.48) ||6.88 |
|Profit / (Loss) after Taxation ||(521.26) ||(901.84) |
|Loss from Discontinuing Operations ||0 ||(84.18) |
|Profit/(Loss) for the period ||(521.26) ||(986.02) |
|Other Comprehensive ||(2.21) ||2.87 |
|Total Comprehensive Income ||(523.47) ||(983.15) |
A detailed performance analysis on various segments business andoperations is provided in the Management Discussion and Analysis segment which is annexedto this report.
Your Company's financial statements for the financial year endedMarch 31 2020 are the financial statements prepared in accordance with Ind AS notifiedunder the Companies (Indian Accounting Standards) Rules 2015 including amendments Rules2018. Accordingly numbers for all the comparative periods have been restated.
A detailed performance analysis on various segments business andoperations is provided in the Management Discussion and Analysis segment which is annexedto this report.
Your Company's financial statements for the financial year ended March312020 are the financial statements prepared in accordance with Ind AS notified under theCompanies (Indian Accounting Standards) Rules 2015 including amendments Rules 2018.Accordingly numbers for all the comparative periods have been restated.
A PERFORMANCE OVERVIEW:
At the outset the Management would like to convey gratitude to theShareholders for reposing trust and confidence on the Company and for continuouslysupporting the Company.
The Company has incurred loss of Rs. 521.26 Lakhs as against loss ofRs. 986.02 Lakhs for the corresponding previous financial year.
The brief review of the financials by the Directors is as follows:
The revenue from operations from each Business unit wise has beentabulated below:
|Business unit wise ||2019-20 ||2018-19 ||Increase/ (Decrease) |
|Product ||908 ||1910 ||(1002) |
|Real Estate ||- ||_ ||- |
|EMS (Electronic Contract Manufacturing Services) ||1708 ||491 ||1217 |
|Solutions ||1489 ||290 ||1199 |
|Total ||4105 ||2692 ||1413 |
The Company strived to retain core product business irrespective ofmassive disrupt which took place in the Telecom Sector. It may be noted that the Industryis undergoing a consolidation process and the key customers were adversely affected. Therevenue from Product Business Segment has fallen from Rs. 1910 Lakhs (Previous year2018-19) to Rs. 908 Lakhs during the financial year 2019-20.
* The Company has increased the plant and machinery capacity byestablishing additional machineries valuing Rs. 428.51 Lakhs during the financial year2019-20. This is to equip the Company to get into Aero Space and Defence EMS business dueto which the revenue from operations from EMS business has been increased to Rs. 1708Lakhs during the financial year 2019-20 as against Rs. 491 Lakhs for the previousfinancial year 2018-19.
* The Company could not complete the execution of Aerospace and DefenceEMS order to the tune of Rs. 10 Crores approximately affecting the overall performance ofthe Company during the financial year under review.
* The Company executed the WCL order under Solution Business Segment bysupplying and installing telecom equipment at 389 locations and recognised the revenue ofRs. 1448 Lakhs. Hence there is significant increase in revenue from Solution segmentduring the financial year as compared to previous financial year. However due to Covidsituation the Company could not complete the testing of all the installed locationsbefore the end of financial year.
* The Operating Profit amounted to Rs. 135.98 Lakhs beforediscontinuing operations finance cost and depreciation during the financial year 2019-20as against Operational Loss of Rs. 568.89 Lakhs during the previous financial year.
* The net worth of the Company has declined to Rs. (1579) Lakhs as at31 st March 2020 compared to Rs. 366 Lakhs as on 31st March 2019. The Company has madedetailed analysis about its business vis a vis "Going concern" assumption. TheCompany has taken various initiatives in relation to saving cost optimize revenuemanagement opportunities and diversified into other streams / areas like EMS &Solution business which is expected to result in improved operating performance. TheCompany has bagged new sizeable orders from new streams. Significant increase in revenuesare expected from the development of commercial space which is into final stages of JointDevelopment. The recognition of building into Books of Account after completion of thedevelopment is expected during the ensuing financial year.
* Chairman and Managing Director of the Company infused Rs. 2997 Lakhstill 31 " March 2020 towards Working Capital to meet the fund requirements for theday to day operations and has been supporting the Company by infusing funds as and whenrequired. The Company has been paying interest and repaying principal on existing loans toBanks within stipulated time promptly.
* The total sales turnover of the Company stood at Rs. 4104.98 Lakhsas against Rs. 2691.56 Lakhs as compared to previous financial year. Details on segmentalrevenue and performance are furnished in Note no. 31 on 'Supplementary Notes to Accounts.
2. SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118 of the Act the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by the Ministry of CorporateAffairs (MCA).
3. COVID-19 IMPACT:
Novel Coronavirus ("COVID-19") outbreak was first reportedtowards the end of the year 2020 and has been declared a pandemic by the World HealthOrganization (WHO). India was quick to close its international borders and enforce animmediate lockdown which WHO praised as "tough and timely". Still populationof 1.3 Billion spread across diverse states health inequalities widening economic andsocial disparities and diverse cultural values bring distinctive challenges to theCountry
MRO-TEK took adequate measures for employees' safety health andwell-being in the wake of the virus outbreak. The Company abided by all guidelines asissued by MCA vide Circular dated March 19 2020 for compulsory 'Work from Home' for alloffice staff and had complied with the advisory issued by respective local and StateGovernment Authorities from time to time. 'Work from Home' was announced and enabled forall MRO-TEK employees to work remotely and securely. In lieu of the same the Company hasalso filed 'Company Affirmation of Readiness' towards COVID-19 dated March 23 2020through web services provided by MCA.
The Human Resource department of the Company recommended procedures foremployees to ensure adherence to Work from Home'. It laid down proposals for developing aneffective plan building work relationships prioritizing communication establishingaccountability and flexibility at the same time. The HR has from time to timecommunicated to all employees about various Government Advisories and protective measuresas and when issued. The Company has also arranged various sessions on Health and Wellnessincluding arrangements for Telemedicine facilities.
The Board records it's their appreciation and gratitude towardsemployees and management for keeping the businesses running under extremely challengingcircumstances.
The Board of Directors of your Company after considering the relevantcircumstances and the losses suffered by the Company expresses its inability to recommendany dividend for the year under review.
However the Directors will strive hard to bring the Company back todividend track before long and the improving performance of the Company is hoped tocontinue to facilitate consideration of dividend in the days to come.
5. TRANSFER TO RESERVES:
The Company has not transferred any amount to the general reservesduring the year under review.
6. SUBSIDIARY COMPANIES:
As on the date of reporting the Company does not have anySubsidiaries. Therefore there is no requirement to comply with the provisions of Section129(3) of the Act.
7. CHANGE IN NATURE OF BUSINESS:
During the year under review there were no changes in the
nature of business as prescribed in Rule 8(ii) of the Companies(Accounts) Rules 2014.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments between the end of thefinancial year and the date of the Report which affect Ihe financial position of theCompany.
9. SHARE CAPITAL:
During the year under review there has been no change in theAuthorised Share Capital and Paid-up Share Capital of the Company. However the AuthorisedShare Capital of Rs.
15.00.00.000/- (Rupees Fifteen Crores Only) divided into
3.00.00.000 (Three Crores) Equity Share of Rs. 5/- (Rupees Five only)each and Paid-up Share Capital of the Company is Rs. 93423010/- (Rupees Nine CroresThirty Four Lakhs Twenty Three Thousand and Ten only) divided into 18634602 (One CroreEighty Six Lakh Eighty Four Thousand Six Hundred and Two) Equity Shares of Rs. 5/- (RupeesFive only) each.
Disclosure regarding Issue of Equity Shares with Differential VotingRights
During the financial year under review the Company has not issuedShares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options
During the financial year under review the Company has not issuedShares under Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares
During the financial year under review the Company has not issuedSweat Equity Shares.
10. CREDIT RATING:
The Company has received Credit Ratings from CRISIL with respect to theCompany's long term and short fund-based limits. As on April 212020 CRISIL has givenrevised Credit Ratings as mentioned below:
The same has been uploaded on the Company's official websiteatwww.mro-tek.com.
|SI No ||Total Bank Loan Facilities Rated ||Rs 17 Crores (enhanced from Rs. 15 Crores) |
|i. ||Long Term Rating ||CRISIL B+/Siable (Reaffirmed) |
|2. ||Short Term Rating ||CRISIL A4 (Reaffirmed) |
The Company has not accepted deposits from the public/ members underSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014during the year under review.
12. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):
(a) Director retiring by rotation
In accordance with the provisions of Section 152 of the Act andArticles of Association of the Company Mrs. Gaud Aniruddha Mehta (holding DIN: 00720443)retires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for re-appointment. A Resolution seeking Shareholders' approval for herre-appointment forms part of the Notice.
(b) Appointment of Directors and KMPs
The Composition of the Board and Key Managerial Personnel is asfollows:
|SI. No. ||Name ||Designation ||DIN |
|1. ||Dr. Raghu Nambiar ||Independent Director ||07325471 |
|2. ||Mr. H S Venkatesh ||Independent Director ||01776040 |
|3. ||Nicola Neeladri ||Independent Director ||01997936 |
Post completion of the financial year on the basis of therecommendation of Nomination and Remuneration Committee the Board of Directors at itsMeeting held on June 15 2020 appointed Mr. H S Venkatesh (holding DIN: 01776040) and Mrs.Nicola Neeladri (holding DIN: 01997936) as an Additional Directors in the capacity of Non-Executive Independent Directors of the Company. As per the provisions of Section 161(1) ofthe Act they hold offices as Additional Directors only up to the date of the ensuingAnnual
General Meeting of the Company and are eligible for appointment asDirectors and who are not be liable to retire by rotation.
Dr. Raghu Namblar (holding DIN: 07325471) was appointed as anAdditional Director (Non-Executive and Independent) of the Company with effect from May22 2019 and his appointment as Independent Director was approved by the Shareholders atthe previous Annual General Meeting held by the Company.
(c) Resignation of Directors and KMPs
1. Mr. M V Sampath Kumar (holding DIN: 07613043) resigned from theoffice of Director with effect from closure of business hours of May 222019.
2. Mr. Mohan Subramaniam (holding DIN: 01033494) resigned from theoffice of Director with effect from closure of business hours of November 252019.
3. Mr. Sudipto Gupta resigned from the post of Chief Executive Officerwith effect from closure of business hours of October 42019.
(d) Declaration of Independence
Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted their declarations that each one of them meets the criteria ofindependence as provided under the provisions of Section 149(6) of the Act along withRules framed thereunder under Regulations 16(1)
(b) and 25 of the Listing Regulations. There has been no change in thecircumstances affecting their status as Independent Directors of the Company.
During the year under review the Non-Executive Directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission if any and reimbursement of expenses incurred by them for the purposeof attending Meetings of the Board/ Committees of the Company.
(e) Board Diversity
The Company believes that building a diverse and inclusive culture isintegral to its success. The Company has evaluated the Policy with a purpose to ensureadequate diversity in its Board of Directors which enables them to function efficiently
and foster differentiated thought processes at the back of variedindustrial and management expertise. The Board recognizes the importance of diversecomposition and has therefore adopted a Board Diversity Policy. The policy is madeavailable on the Company's website at www.mro- tek.com.
(f) Annual Board evaluation and Familiarisation Programme for BoardMembers
The Board of Directors and the Nomination and Remuneration Committeehad carried out an annual evaluation of its own performance the Board Committees andIndividual Directors pursuant to the provisions of the Act and Listing Regulations onFebruary 12 2020. The performance as a whole was evaluated by the Board after seekinginput from all the Directors on the basis of criteria such as the Board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the Committees was evaluated by the Board after seeking inputs from theCommittee Members.
The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the SEBI on January 5 2017. In a separate Meeting of IndependentDirectors performance of Non-Independent Directors the Board as a whole and the Chairmanof the Company was evaluated taking into account the views of Executive Directors andNon- Executive Directors.
The Nomination and Remuneration Committee reviewed the performance ofindividual Directors on the basis of criteria such as the contribution of the individualDirector to the Board and Committee Meetings in terms of preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in Meetings etc. At theBoard Meeting that followed the Meeting of the Independent Directors and Meeting ofNomination and Remuneration Committee the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
A note on the Familiarisation Programme adopted by the Company fororientation and training of the Directors and the Board evaluation process undertaken incompliance with the
herewith is made available at Company's official website athttp://www.mro-tek.com/pdf/investors/Fam19-20.pdf.
(g) Policy on Directors Appointment and Remuneration
In compliance with the provisions of Section 178(3) Act and Regulation19 of the Listing Regulations the Board on the recommendation of Nomination andRemuneration Committee has approved the Policy for selection and appointment of Directors.The aforesaid Policy provides a framework to ensure that suitable and efficient successionplans are in place for appointment of Directors on the Board. The Policy also provides forselection criteria for appointment of Directors. The Policy on remuneration can beaccessed at the official website of the Company at http://www.mro- tek.com/pdf/Nominationand Remuneration Policv.pdf.
13. COMPOSITION OF AUDIT COMMITTEE:
As on the financial year ended March 31 2020 the Audit Committee ofthe Company consisted of four Members and all of them have financial and accountingknowledge. The Board has accepted all the recommendations made by the Audit Committeeduring the year under review.
14. NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has on the recommendation of Nomination and RemunerationCommittee framed a Policy for selection and appointment of Directors Senior Managementand for other employees and their remuneration. The same has been disclosed on the websiteat www.mro-tek.com ._The composition criteria for selection of Directors and the terms ofreference of the Nomination and Remuneration Committee is stated in the CorporateGovernance Report.
15. DIRECTORS'RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:
a)ln the preparation of the accounts for the financial year ended March312020 the applicable Accounting Standards have been followed and there are no materialdepartures from the same;
b) The Directors had selected such Accounting Policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2020 andof the loss of the Company for the financial year under review;
c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) The Directors had prepared Annual Accounts of the Company on a'going concern' basis;
e) The Directors had 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 provision of all applicable laws and that such systems were adequate and operatingeffectively.
16. NUMBER OF MEETINGS OFTHE BOARD
The Meetings of the Board were held at regular intervals with a timegap of not more than 120 days between two consecutive Meetings. Additional Meetings of theBoard of Directors were held when necessary.
Four (4) Meetings of the Board were held during the financial yearunder review on the following dates: May 22 2019 August 9 2019 October 16 2019 andFebruary 12 2020. For details of Meetings of the Board please refer to the CorporateGovernance Report which forms part of this Report as Annexure -VI.
The Agenda of the Meeting is circulated to the Directors in advance.Minutes of the Meetings of the Board of Directors are circulated amongst the Members ofthe Board for their perusal.
17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company continued to maintain high standards of Internal Controldesigned to provide adequate assurance on the efficiency of operations and security of itsassets. The adequacy and effectiveness of the Internal Control across various activitiesas well as compliance with laid-down Systems and Policies are comprehensively andfrequently monitored by your Company's Management at alt levels of the organization.
The Audit Committee which meets at least four times a year activelyreviews internal control systems as well as financial disclosures statutory complianceswith adequate participation inputs from the Statutory Internal and Secretarial Auditors.
During the financial year such controls were assessed and noreportable material weaknesses in the design or ope ration were observed. Accordingly theBoard is of the opinion that the Company's Internal Financial Controls were adequate andeffective during financial year 2019-20.
18. AUDIT AND AUDITORS:
(a) Statutory Auditors -
Pursuant to the provisions of Section 139 of the Act and the rulesframe thereunder Messrs K. S. Aiyar and Co Chartered Accountants Bangalore (FirmRegistration Number: 100186W) was appointed as Statutory Auditors of the Company in the33rd Annual General Meeting held on September 28 2017 for a period of 4 (four) yearscontinues to act as Statutory Auditors of the Company till the financial year 2020-21
As per the Companies (Amendment) Act 2017 and Rules made there underwith effect from 7th May 2018 the Central Government notified the omission of therequirement related to ratification of appointment of Statutory Auditors by Members atevery Annual General Meeting. Accordingly the Resolution for ratification has not beenplaced before the Members.
The Board has duly examined the Statutory Auditors' Report to theFinancial Statements which is self-explanatory. Clarifications wherever necessary havebeen included in the notes to the Financial Statements section of the Annual Report. TheAuditors Report for the FY 2019-20 does not
contain any qualification reservation or adverse remark for the yearunder review. The Auditors Report is enclosed with the Financial Statements in this AnnualReport.
(b) Secretarial Auditors and Secretarial Audit Report -
Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Mr. Vijayakrishna K T Practising Company Secretary (Membership No. FCS-8860)as its Secretarial Auditors to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the FY 2019-20 is annexed as Annexure -1 andforms part of this Report. The Report does not contain any qualification reservationdisclaimer or adverse remark for the year under review.
Pursuant to Regulation 24A of the Listing Regulations a SecretarialCompliance Report for the financial year ended March 312020 is annexed as Annexure II.
(c) Details of frauds reported by the Auditors-
During the year under review neither the Statutory Auditors nor theSecretarial Auditors have reported to the Audit Committee any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in the Board's Report.
(d) Internal Auditors -
The Board had appointed Messrs Ishwar and Gopal Chartered AccountantsBangalore as the Internal Auditors of the Company to conduct the audit on basis of adetailed internal audit plan which is reviewed each year in consultation with the InternalAudit Team and the Audit Committee. On a quarterly basis also Internal Auditors givepresentations and provide a report to the Audit Committee of the Company.
(e) Cost Audit-
Maintenance of cost records as specified by the Central Governmentpursuant to Section 148(1) of the Act is not required by the Company and accordinglysuch accounts and records are not made and maintained.
19. RELATED PARTIES TRANSACTIONS:
All Related Party Transactions which were entered into during thefinancial year were on an arm's length basis and in the ordinary course of business. Therewere no materially significant Related Party Transactions entered by the Company duringthe year that required Shareholders' approval under Regulation 23 of the ListingRegulations. Prior omnibus approval from the Audit Committee is obtained for transactionswhich are repetitive in nature. Further disclosures are made to the Audit Committee on aquarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations your Company hasfiled the reports on related party transactions with the Stock Exchanges.
None of the transactions with related parties fall under the scope ofSection 188(1) of the Act. The information on transactions with related parties pursuantto Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 are given in Annexure - III in Form AOC-2 and the same forms part of thisreport.
The Company has adopted a Policy for dealing with Related PartyTransactions and is made available on the Company's website at
http://www.mro-tek.com/odf/20 5 15 RPT Policy.Pdf
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:
(a) Conservation of Energy:
Your Company is duly certified under ISO/IEC 27001:2013 (Informationsecurity Management System) ISO /IEC 20000-1:2011 (Information Technology servicesManagement System) ISO 9001:2015 (Quality Management Systems) and IS014001:2015(Environmental Management Systems). Every possible effort is being made / introduced toconserve and avoid wastage of energy. ISO 13485-for Medical. Defence-AS 9100D is inprocess. This has helped us in capturing EMS business from Medical and Defence Industry.
Adequate facilities have been installed for rain water harvestingrecycling of used water solar-powered energy and maximum usage of natural lighting andventilation and thus implementing Go Green Policy in its total spirit.
(b) Technology Absorption:
Efforts also continue to maximize utilization of the technologicalskills in finding state-of-the-art solutions to provide more effective and revolutionarysolutions for all segments of Networking Products Industry Information Technology andDrones.
During the financial year no amount was incurred towards CapitalExpenditure in this division. The in-house technical and commercial teams consistentlyengage themselves in their endeavor to indigenize technology and components as well asimplementation of value-engineering and cost-saving methods.
(c) Foreign Exchange Earnings and Outgo:
Full details of foreign exchange earnings and expenditure are furnishedunder Para (c) of Note no. 35 of "Notes to Accounts and other explanatoryinformation".
21. CAPITAL EXPENDITURE:
As on 31" March 2020 the gross tangible and intangible assetsstood at Rs. 156630845/- and the net tangible and intangible assets at Rs.130336764/-. Additions during the financial year amounted to Rs. 84800690/-.
22. RISK MANAGEMENT POLICY:
The Company reviewed risk and laid down a Risk Management Mechanismcovering the risk mapping and trending analysis risk exposure potential impact and riskmitigating process.
A detailed exercise is being carried out to identify evaluate manageand monitor and non-business risk. The Audit Committee and the Board periodically reviewthe risks and suggest steps to be taken to manage/mitigate the same.
The Company has formulated a Risk Management Policy and has in place amechanism to inform the Board about risk assessment and minimization procedures andperiodical review to ensure that executive Management controls risk by means of a properlydesigned framework. The Policy details available on the website of the Company at
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes in building and maintaining a sustainable societalvalue inspired by a noteworthy vision to actively participate contribute and impact notjust individual lives but create a difference on a social level as well. During the yearunder review your Company has incurred loss of Rs. 521.26 Lakhs. Hence the Company wasnot required to incur any CSR Expenditures during the financial year.
In compliance with Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has established the CSRCommittee.
The Board has adopted the CSR Policy as formulated and recommended bythe CSR Committee and is available on the Company's website at http://www.mro-tek.com/pdf/CSR Policy MRO-TEK.pdf.
The disclosure of contents of CSR Policy pursuant to the provisions ofSection 134(3)(o) of Act read with Rule 9 of the Companies (Corporate SocialResponsibility) Rules 2014 is therefore not annexed.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS INFUTURE:
There were no significant and material orders passed by the RegulatorsCourts or Tribunals that would impact the going concern status of the Company's operationin the future.
25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at the workplaceand has adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atthe workplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder. ThePolicy aims to promote a healthy work environment and to provide protection to employeesat the workplace and redress complaints of sexual harassment and related matters thereto.The Company has in place an Anti- Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy. Details of the same including thedetails of the complaints received are provided in the Report on Corporate Governancewhich forms part of this Report.
Following is the summary of sexual harassment complaints received anddisposed off during the financial year 2019-20:
No. of complaints received: NIL No. of complaints disposed off: NIL
26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In compliance with Section 177(9) of the Act and Regulation 22 of theListing Regulations the Company has a Whistle Blower Policy and has established thenecessary Vigil Mechanism for Directors and employees in confirmation with the above lawsto report concerns about unethical behaviour. The details of the Policy have beendisclosed in the Corporate Governance Report which is a part of this report and is alsoavailable on the website of the Company at http://www.mro-tek.com/pdf/Whistle%20Blower%20Policv.pdf
27. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report for the financial year under review is presented in aseparate section forming part of the Annual Report.
28. CORPORATE GOVERNANCE:
As required under the Act your Company has taken adequate steps toadhere to all the stipulations laid down under Regulation 34 read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A detailed reporton Corporate Governance pursuant to the requirements of Regulation 34 of the ListingRegulations forms part of the Annual Report as Annexure-VI.
A Certificate from Mr. Vijayakrishna K T Practising Company SecretaryBangalore confirming compliance to conditions of Corporate Governance as stipulatedunder the Listing Regulations is annexed to the Corporate Governance Report. A statementcontaining additional information as required under Clause IV of Section II of Part II ofSchedule V of the Act is provided in the Report on Corporate Governance which forms partof this Annual Report.
29. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Sections 92 and 134(3)(a) of the Actread with Rule 12 of the Companies (Management and Administration) Rules 2014 an extractof Annual Return in the prescribed format is appended as Annexure - IV and the same formspart of this report the Board's Report.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details relating to loans corporate guarantees and investments coveredunder Section 186 of the Act forms part of the notes to the Financial Statements providedin this Annual Report.
31. CODE OF CONDUCT:
The Company has laid down a Code of Conduct for the Directors as wellas for all Senior Management of the Company. In terms of Regulation 26(3) of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 as amended from time to time allthe Members of the Board and Senior Management Personnel have affirmed compliance with theCode of Conduct of the Board of Directors and Senior Management for the FY 2019-20. Asprescribed under Regulation 17 of the Listing Regulations a declaration signed by theManaging Director affirming compliance with the Code of Conduct by the Directors andSenior Management Personnel of the Company for the financial year 2019-20 forms part ofthe Corporate Governance Report.
32. PARTICULARS OF EMPLOYEES:
The disclosures pursuant to the provisions of Section 197(12) of theAct read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure -V and forms part of this Report.
There are no employees receiving remuneration more than Rs.10200000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 850000/- (RupeesEight Lakhs Fifty Thousand only) per month. Therefore statement/disclosure pursuant toRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not required to be circulated to the Members and is not attached to the AnnualReport.
There are no employees posted and working in a country outside Indianot being Directors or relatives drawing more than Rs. 10200000/- (Rupees One CroreTwo Lakhs only) per financial year or Rs. 850000/- (Rupees Eight Lakhs Fifty Thousandonly) per month as the case may be. Therefore statement/disclosure pursuant to Rule 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notrequired to be circulated to the Members and is not attached to the Annual Report.
33. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing fees for thefinancial year 2020-21 to National Stock Exchange of India Limited and BSE Limited wherethe Company's Shares are listed.
34. HUMAN RESOURCES MANAGEMENT:
Professionals are our most important assets. The Company is committedto hiring and retaining the best talent and being among the industry's leading employers.For this your Company is focused on promoting a collaborative transparent andparticipative organization culture and rewarding individual contribution and innovation.The focus on Human Resources Management is to enable our employees to navigate their nextnot just for clients but also for themselves.
35. INDUSTRIAL RELATIONS:
Industrial relations have been cordial and constructive which havehelped your Company to achieve production targets.
36. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India form time to time and that such systems are adequate and operatingeffectively 37
The Directors wish to thank MRO-TEK employees vendors customersinvestors and other partners for their sincere support.
The Board expresses its grief for loss of life due to COVID-19 pandemicand has immense respect for every person who has risked their life and safety to fightagainst this crisis.
The Directors also take this opportunity to thank all StakeholdersGovernment Non-Government Agencies Regulators and Stock Exchanges for their continuedsupport.
38. CAUTIONARY STATEMENT:
The Board's Report and Management Discussion and Analysis may containcertain statements describing the Company's objectives expectations or forecasts thatappear to be forward looking within the meaning of applicable securities laws andregulations while actual outcomes may differ materially from what is expressed herein. TheCompany is not obliged to update any such forward-looking statements. Some importantfactors that could influence the Company's operations include global and domestic economicdevelopments competitor's behaviour changes in Government Regulations Tax laws andlitigations.