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MRO-TEK Realty Ltd.

BSE: 532376 Sector: Consumer
NSE: MRO-TEK ISIN Code: INE398B01018
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VOLUME 3519
52-Week high 79.25
52-Week low 20.60
P/E 1.45
Mkt Cap.(Rs cr) 115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 62.45
CLOSE 64.45
VOLUME 3519
52-Week high 79.25
52-Week low 20.60
P/E 1.45
Mkt Cap.(Rs cr) 115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MRO-TEK Realty Ltd. (MRO-TEK) - Director Report

Company director report

Dear Members

The Board of Directors ("Board") with immense pleasure present their 37th(Thirty Seventh) Annual Report on business and operations of MRO-TEK Realty Limited (theCompany or MRO-TEK) along with Audited Financial Statements and the Auditors’ Reportthereon for the financial year (FY) ended March 31 2021.

1. FINANCIAL REVIEW:

In compliance with the provisions of the Companies Act 2013 ("Act") andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended fromtime to time ("Listing Regulations") the Company has prepared its financialstatements as per Indian Accounting Standards (Ind AS) for the FY 2020-21.

The financial highlights of the Company’s operations are as follows:

(Rupees in Lakhs)

Particulars 2020-21 2019-20
Net Revenue from operations 3162.42 4104.98
Other Income 97.43 32.11
EBITDA (10.98) 113.67
Depreciation and Amortisation (132.86) (121.90)
EBIT (143.84) (8.23)
Interest and other Finance Costs (571.98) (478.55)
Profit /(Loss) before Tax (715.82) (486.78)
Provision for Taxation (Deferred Tax Adjustments) (30.57) (34.48)
Profit / (Loss) after Taxation (PAT) (746.39) (521.26)
Other Comprehensive (0.45) (2.21)
Total Comprehensive Income (746.84) (523.47)

A detailed performance analysis on various segments business and operations isprovided in the Management Discussion and Analysis segment which is annexed to thisreport.

Your Company’s financial statements for the financial year ended March 31 2021are 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:

PERFORMANCE:

The Company has incurred loss of Rs. 746.39 Lakhs as against loss of Rs. 521.26 Lakhsfor 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 been tabulated below:

Business unit wise 2020-21 2019-20 Increase/ (Decrease)
Product 996.44 907.92 88.52
Real Estate - - -
EMS (Electronic Contract Manufactur- ing Service) 1815.01 1708.09 106.92
Solutions 350.97 1488.97 (1138.00)
Total 3162.42 4104.98 (942.56)

COVID-19 had significant impact on the Company its vendors and customers and has farreaching impact on the business affecting its results for the reporting period andthereafter. The Company implemented lock down guidelines during the part of year resultingin scaling down of operations but the Company retained talented work force to be in thebusiness domain in the market. The migration of labour due to announcement of lock downimpacted supply of required talented work force for particular period resulting in loss ofbusiness to the Company.

Covid-19 impacted the business of our dealers distributors and customers and affectedthe sales during the year under review.

The Company introduced GPON/EPON products to increase the product base and to increasethe business. The Company has strived to retain and regain strength in the core productbusiness by introducing new dealers and distributers. The Company managed to increaserevenue from Product Business Segment from Rs. 908.00 Lakhs (Previous year 2019-20) to Rs.996.00 Lakhs during the financial year 2020-21.

The revenue from operations from EMS business has been increased to Rs. 1815.00 Lakhsduring the financial year 2020-21 as against Rs. 1708.00 Lakhs for the previous financialyear 2019-20.

The Company could not complete the execution of EMS order to the tune of Rs.

8 Crores approximately due to non-availability of required electronic componentsaffecting the overall performance of the Company during the financial year under review.

The Company achieved revenue from Solutions Business Segment which decreased from Rs.1489.00 lakhs to Rs. 351.00 lakhs due to drastic reduction in opportunities in the marketdue to Covid situation prevailed in the Country. The total sales turnover of the Companystood at Rs. 3162.00 Lakhs as against Rs. 4105.00 Lakhs as compared to previousfinancial year. Details on segmental revenue and performance are furnished in Note no. 37on Supplementary Notes to Accounts.

The EBITDA for the financial year 2020-21 is Rs. (10.98) Lakhs as against EBITDA forthe previous year 2019-20 of Rs. 113.00 lakhs. The decrease in EBITDA is due to increasein finance costs and Depreciation during the year under review.

The Loss after Tax for the current year 2020-21 is Rs. 746.39 Lakhs as against Rs.521.26 Lakhs during the previous year 2019-20.

The Company 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. The networth of the Company has declined to Rs. (905.00) Lakhs as at 31st March 2021 compared toRs. (158.00) Lakhs as on 31st March 2020.

The property development at Hebbal was completed and the Company was intimated byMessers Umiya Builders and Developers ("Developer") on 25th June 2021 that theyare in receipt of Occupation Certificate ("OC") from the concerned authoritiesfor the "Umiya Velociti" ("developed building") situated at Hebbal.The Company had signed and registered the lease deed with Trent Limited belonging to TATAGroup as its first tenant to lease the portion of space belonging to MRO-TEK

Realty Limited (Company). Further the regular income in the form of rental income fromTrent Limited will be recognized in the coming year. The net worth of the Company will bepositive in the coming year.

The company has transferred portion of land area belonging to developer and accountedrevenue of Rs. 8834.00 lakhs in exchange for the building received and resulted net gainof Rs 8500.00 Lakhs during the first quarter of the year 2021-22.

2. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Act the Company has complied with theapplicable provisions of the Secretarial Standards issued by the Institute of CompanySecretaries of India and notified by the Ministry of Corporate Affairs (MCA).

3. COVID-19 IMPACT:

Novel Coronavirus ("COVID-19") outbreak was first reported towards the end ofthe year 2020 and has been declared a pandemic by the World Health Organization (WHO).India was quick to close its international borders and enforce an immediate lockdownwhich WHO praised as "tough and timely". Still population of 1.3 Billion spreadacross diverse states health inequalities widening economic and social disparities anddiverse cultural values bring distinctive challenges to the Country.

MRO-TEK took adequate measures for employees’ safety health and well-being in thewake of the virus outbreak. The Company abided by all guidelines as issued by MCA videCircular dated March 19 2020 for compulsory ‘Work from Home’ for all officestaff and had complied with the advisory issued by respective local and State GovernmentAuthorities 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 theCompany has also filed ‘Company Affirmation of Readiness’ towards COVID-19 datedMarch 23 2020 through web services provided by MCA.

The Human Resource department of the Company recommended procedures for employees toensure 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 Company had taken initiative to vaccinate all the employees and their immediaterelatives. The Board records it’s their appreciation and gratitude towards employeesand management for keeping the businesses running under extremely challengingcircumstances.

4. DIVIDEND:

The Board of Directors of your Company after considering the relevant circumstancesand the losses suffered by the Company expresses its inability to recommend any dividendfor the year under review.

However the Directors will strive hard to bring the Company back to dividend trackbefore long and the improving performance of the Company is hoped to continue tofacilitate consideration of dividend in the days to come.

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to the general reserves during the yearunder review.

6. SUBSIDIARY COMPANIES:

As on the date of reporting the Company does not have any Subsidiaries. Thereforethere is no requirement to comply with the provisions of Section 129(3) of the Act.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review there were no changes in the nature of business asprescribed in Rule 8(ii) of the Companies (Accounts) Rules 2014.

8. MATERIAL CHANGES AND COMMITMENTS

AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEARAND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the financial year andthe date of the Report which affect the financial position of the Company.

The company has transferred portion of land area belonging to developer and accountedrevenue of Rs. 88.34 Crore in exchange for the building received and resulted net gain ofRs. 85 Crores during the first quarter of the year 2021-22.

9. SHARE CAPITAL:

During the year under review there has been no change in the Authorised Share Capitaland Paid-up Share Capital of the Company. However the Authorised Share Capital of Rs.150000000/-(Rupees Fifteen Crores Only) divided into 30000000 (Three Crores) EquityShare of Rs. 5/- (Rupees Five only) each and Paid-up Share Capital of the Company is Rs.93423010/-(Rupees Nine Crores Thirty Four Lakhs Twenty Three Thousand and Ten only)divided into 18684602 (One Crore Eighty Six Lakh Eighty Four Thousand Six Hundred andTwo) Equity Shares of Rs. 5/- (Rupees Five only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review the Company has not issued Shares withDifferential Voting Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review the Company has not issued Shares underEmployee Stock Options.

Disclosure regarding issue of Sweat Equity Shares

During the financial year under review the Company has not issued Sweat Equity Shares.

10. CREDIT RATING:

The Company has received intimation of withdrawal of Credit Ratings from CRISIL withrespect to the Company’s long term and short fund-based limits. As on March 26 2021CRISIL has given intimation of withdrawal of Credit Ratings as mentioned below:

Total Bank Loan Rs.17 Crore Facilities Rated
Long Term Rating CRISIL B+/Stable (Rating Reaffirmed and Withdrawn)
Short Term Rating CRISIL A4 (Rating Reaffirmed and Withdrawn)

The same has been uploaded on the Company’s official website at www.mro-tek.com.

11. DEPOSITS:

The Company has not accepted deposits from the public/ members under Section 73 of theAct read with the Companies (Acceptance of Deposits) Rules 2014 during the year underreview.

12. DIRECTORS AND KEY MANAGERIAL

PERSONNELS (KMPs):

(a) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Associationof the Company Mrs. Gauri Aniruddha Mehta (holding DIN: 00720443) retires by rotation atthe forthcoming Annual General Meeting and being eligible offers herself forreappointment. A Resolution seeking Shareholders’ approval for her re-appointmentforms part of the Notice.

(b) Appointment of Directors and KMPs

The Composition of the Board and Key Managerial Personnel is as follows:

SI. No. Name Designation DIN
1. Mr. H S Venkatesh Independent Director 01776040
2. Mrs. Nicola Neeladri Independent Director 01997936

Post completion of the financial year on the basis of the recommendation of Nominationand Remuneration Committee the Board of Directors at its Meeting held on June 15 2020appointed Mr. H S Venkatesh (holding DIN: 01776040) and Mrs. Nicola Neeladri (holding DIN:01997936) as an Additional Directors in the capacity of Non-Executive IndependentDirectors of the Company. As per the provisions of Section 161(1) of the Act they holdoffices as Additional Directors only up to the date of the ensuing Annual General Meetingof the Company and are eligible for appointment as Directors and who are not be liable toretire by rotation.

(c) Declaration of Independence

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted their declarations that each one of them meets the criteria of independence asprovided under the provisions of Section 149(6) of the Act along with Rules framedthereunder under Regulations 16(1) (b) and 25 of the Listing Regulations. There has beenno change in the circumstances affecting their status as Independent Directors of theCompany.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending Meetings of the Board/ Committees of the Company.

(d) Board Diversity

The Company believes that building a diverse and inclusive culture is integral to itssuccess. The Company has evaluated the Policy with a purpose to ensure adequate diversityin its Board of Directors which enables them to function efficiently and fosterdifferentiated thought processes at the back of varied industrial and managementexpertise. The Board recognizes the importance of diverse composition and has thereforeadopted a Board Diversity Policy. The policy is made available on the Company’swebsite at www.mro-tek.com.

(e) Annual Board evaluation and Familiarisation Programme for Board Members

The Board of Directors and the Nomination and Remuneration Committee had carried out anannual evaluation of its own performance the Board Committees and Individual Directorspursuant to the provisions of the Act and Listing Regulations on February 3 2021. Theperformance as a whole was evaluated by the Board after seeking input from all theDirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee Members.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe SEBI on January 5 2017. In a separate Meeting of Independent Directors performanceof Non-Independent Directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.

The Nomination and Remuneration Committee reviewed the performance of individualDirectors on the basis of criteria such as the contribution of the individual Director tothe Board and Committee Meetings in terms of preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in Meetings etc. At the Board Meetingthat followed the Meeting of the Independent Directors and Meeting of Nomination andRemuneration Committee the performance of the Board its Committees and individualDirectors was also discussed. Performance evaluation of Independent Directors was done bythe entire Board excluding the Independent Director being evaluated.

A note on the Familiarisation Programme adopted by the Company for orientation andtraining of the Directors and the Board evaluation process undertaken in compliance withthe provisions of the Act and the Listing Regulations is referred herewith is madeavailable at Company’s official website at http:/ / w w w . m r o - t e k . c o m / pd f / FimilaizationProgrammeFY-2020-21.pdf

(f) Policy on Directors Appointment and Remuneration

In compliance with the provisions of Section 178(3) Act and Regulation 19 of theListing Regulations the Board on the recommendation of Nomination and RemunerationCommittee has approved the Policy for selection and appointment of Directors. Theaforesaid 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 h t t p : / / www. m r o - t e k . c om / p d f / M R O -TEK%20_Nomination_and_Remuneration_Policy.pdf

13. COMPOSITION OF AUDIT COMMITTEE:

As on the financial year ended March 31 2021 the Audit Committee of the Companyconsisted of four Members and all of them have financial and accounting knowledge. TheBoard has accepted all the recommendations made by the Audit Committee during the yearunder review.

14. NOMINATION AND REMUNERATION

COMMITTEE POLICY :

The Board has on the recommendation of Nomination and Remuneration Committee framed aPolicy for selection and appointment of Directors Senior Management and for otheremployees and their remuneration. The same has been disclosed on the website atwww.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 the best of itsknowledge and ability confirm that:

a) In the preparation of the accounts for the financial year ended March 31 2021 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;

b) The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the loss ofthe Company for the financial year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared Annual Accounts of the Company on a ‘goingconcern’ basis;

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

f) The Directors had devised proper systems to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.

16. NUMBER OF MEETINGS OF THE BOARD

The Meetings of the Board were held at regular intervals with a time gap of not morethan 120 days between two consecutive Meetings. Additional Meetings of the Board ofDirectors were held when necessary.

Five (5) Meetings of the Board were held during the financial year under review on thefollowing dates: June 15 2020; June 26 2020; August 03 2020 and November 05 2020 andFebruary 03 2021. 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 theMeetings of the Board of Directors are circulated amongst the Members of the Board fortheir perusal.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain high standards of Internal Control designed toprovide adequate assurance on the efficiency of operations and security of its assets. Theadequacy and effectiveness of the Internal Control across various activities as well ascompliance with laid-down Systems and Policies are comprehensively and frequentlymonitored by your Company’s Management at all levels of the organization.

The Audit Committee which meets at least four times a year actively reviews internalcontrol systems as well as financial disclosures statutory compliances with adequateparticipation inputs from the Statutory Internal and Secretarial Auditors. During thefinancial year such controls were assessed and no reportable material weaknesses in thedesign or operation were observed. Accordingly the Board is of the opinion that theCompany’s Internal Financial Controls were adequate and effective during financialyear 2020-21.

18. AUDIT AND AUDITORS:

(a) Statutory Auditors -

Pursuant to the provisions of Section 139 of the Act and the rules frame thereunderMessrs K. S. Aiyar and Co Chartered Accountants Bangalore (Firm Registration Number:100186W) was appointed as Statutory Auditors of the Company in the 33rd Annual GeneralMeeting held on September 28 2017 for a period of 4 (four) years continues to act asStatutory Auditors of the Company till the financial year 2020-21 and its eligible to bere-appointed for the another terms of 5 (Five) years. The requirement of seekingratification of the members for continuance of their appointment has been withdrawnconsequent upon the changes made by the Companies (Amendment) Act 2017 with effect fromMay 7 2018.

The first term of the appointment of Statutory Auditors expires at the conclusion of37th AGM. Accordingly in terms of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the present Statutory Auditors of the CompanyMessrs. K. S. Aiyar and Co Chartered Accountants would hold office until the conclusionof the ensuing AGM. They have expressed their willingness to be reappointed for a furtherterm.

In terms of the provisions of Section 139(2)(b) of the Companies Act 2013 an AuditFirm can be appointed for two terms of five consecutive years each. The Board of Directorsat its meeting after considering the recommendations of the Audit Committee hadrecommended the re-appointment of Messrs. K. S. Aiyar and Co as the Statutory Auditors ofthe Company for approval of the Members to hold office for a period of Five (5)consecutive years from the conclusion of the ensuing 37th AGM until the conclusion of 42ndAGM to be held in the calendar year 2026. Messrs. K. S. Aiyar and Co has submittedtheir confirmation to the effect that they continue to satisfy the criteria provided inSection 141 of the Companies Act 2013 and that their appointment is within the limitsprescribed under Section 141(3)(g) of the Act.

The Board has duly examined the Statutory Auditors’ Report to the FinancialStatements which is self-explanatory. Clarifications wherever necessary have beenincluded in the notes to the Financial Statements section of the Annual Report. TheAuditors Report for the FY 2020-21 does not contain any qualification reservation oradverse remark for the year under review. The Auditors Report is enclosed with theFinancial Statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedMr. Vijayakrishna K T Practising Company Secretary (Membership No. FCS-8860) as itsSecretarial Auditors to undertake the Secretarial Audit of the Company. The SecretarialAudit Report for the FY 2020-21 is annexed as Annexure –I and forms part of thisReport. The Report does not contain any qualification reservation disclaimer or adverseremark for the year under review.

Pursuant to Regulation 24A of the Listing Regulations a Secretarial Compliance Reportfor the financial year ended March 31 2021 is annexed as Annexure II.

(c) Details of frauds reported by the Auditors -

During the year under review neither the Statutory Auditors nor the SecretarialAuditors have reported to the Audit Committee any instances of fraud committed againstthe Company by its officers or employees the details of which would need to be mentionedin the Board’s Report.

(d) Internal Auditors -

The Board had appointed Messrs Ishwar and Gopal Chartered Accountants Bangalore asthe Internal Auditors of the Company to conduct the audit on basis of a detailed internalaudit plan which is reviewed each year in consultation with the Internal Audit Team andthe Audit Committee. On a quarterly basis also Internal Auditors give presentations andprovide a report to the Audit Committee of the Company.

(e) Cost Audit -

Maintenance of cost records as specified by the Central Government pursuant to Section148(1) of the Act is not required by the Company and accordingly such accounts andrecords are not made and maintained.

19. RELATED PARTIES TRANSACTIONS:

All Related Party Transactions which were entered into during the financial year wereon an arm’s length basis and in the ordinary course of business. There were nomaterially significant Related Party Transactions entered by the Company during the yearthat required Shareholders’ approval under Regulation 23 of the Listing Regulations.Prior omnibus approval from the Audit Committee is obtained for transactions which arerepetitive in nature. Further disclosures are made to the Audit Committee on a quarterlybasis. Pursuant to Regulation 23(9) of the Listing Regulations your Company has filed thereports on related party transactions with the Stock Exchanges. None of the transactionswith related parties fall under the scope of Section 188(1) of the Act. The information ontransactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 are given in Annexure – III in FormAOC-2 and the same forms part of this report.

The Company has adopted a Policy for dealing with Related Party Transactions and ismade available on the Company’s website at http://www.mro-tek.com/pdf/20_5_15_RPT_Policy.pdf

20. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

(a) Conservation of Energy:

Your Company is duly certified under ISO/ IEC 27001:2013 (Information securityManagement System) ISO /IEC 20000-1:2011 (Information Technology services ManagementSystem) ISO 9001:2015 (Quality Management Systems) and ISO 14001:2015 (EnvironmentalManagement Systems). Every possible effort is being made / introduced to conserve andavoid 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 harvesting recycling of usedwater solar-powered energy and maximum usage of natural lighting and ventilation andthus implementing Go Green Policy in its total spirit.

(b) Technology Absorption:

Efforts also continue to maximize utilization of the technological skills in findingstate-of-the-art solutions to provide more effective and revolutionary solutions for allsegments of Networking Products Industry Information Technology and Drones.

During the financial year no amount was incurred towards Capital Expenditure in thisdivision. The in-house technical and commercial teams consistently engage themselves intheir endeavor to indigenize technology and components as well as implementation ofvalue-engineering and cost-saving methods.

(e) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished under Para (c)of Note no. 35 of "Notes to Accounts and other explanatory information".

21. CAPITAL EXPENDITURE:

As on March 31 2021 the gross tangible and intangible assets stood at Rs. 1697.33Lakhs and the net tangible and intangible assets at Rs. 1191.89 Lakhs Additions during thefinancial year amounted to Rs. 48.39 Lakhs.

22. RISK MANAGEMENT POLICY:

The Company reviewed risk and laid down a Risk Management Mechanism covering the riskmapping and trending analysis risk exposure potential impact and risk mitigatingprocess. A detailed exercise is being carried out to identify evaluate manage andmonitor and non-business risk.

The Audit Committee and the Board periodically review the risks and suggest steps to betaken to manage/mitigate the same.

The Company has formulated a Risk Management Policy and has in place a mechanism toinform the Board about risk assessment and minimization procedures and periodical rev iewto ensure that executive Management controls risk by means of a properly designedframework. The Policy details available on the website of the Company athttp://www.mro-tek.com/ p df / M RO - T E K - Ri s k _M a n ag e m en t Management_Policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes in building and maintaining a sustainable societal value inspiredby a noteworthy vision to actively participate contribute and impact not just individuallives but create a difference on a social level as well. During the year under reviewyour Company has incurred loss of Rs. 746.39 Lakhs. Hence the Company was not required toincur any CSR Expenditures during the financial year.

In compliance with Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has established the CSR Committee.

The Board has adopted the CSR Policy as formulated and recommended by the CSRCommittee 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 of Section134(3)(o) of Act read with Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 is therefore not annexed.

24. DETAILS OF SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND COMPANY OPERATIONS IN FUTURE:

There were no significant and material orders passed by the Regulators Courts orTribunals that would impact the going concern status of the Company’s operation inthe future.

25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder. The Policy aims topromote a healthy work environment and to provide protection to employees at the workplaceand redress complaints of sexual harassment and related matters thereto. The Company hasin place an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. Details of the same including the details of thecomplaints received are provided in the Report on Corporate Governance which forms partof this Report.

Following is the summary of sexual harassment complaints received and disposed offduring the financial year 2020-21: 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 the ListingRegulations the Company has a Whistle Blower Policy and has established the necessaryVigil Mechanism for Directors and employees in confirmation with the above laws to reportconcerns about unethical behaviour. The details of the Policy hav e been disclosed in theCorporate Governance Report which is a part of this report and is also available on thewebsite of the Company at http://www.mro-tek.com/pdf/ Whistle%20Blower%20Policy.pdf

27. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the financial year under review is presented in a separate sectionforming part of the Annual Report.

28. CORPORATE GOVERNANCE:

As required under the Act your Company has taken adequate steps to adhere to all thestipulations laid down under Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015. A detailed report on CorporateGovernance pursuant to the requirements of Regulation 34 of the Listing Regulationsforms part of the Annual Report as Annexure –VI. A Certificate from Mr. VijayakrishnaK T Practising Company Secretary Bangalore confirming compliance to conditions ofCorporate Governance as stipulated under the Listing Regulations is annexed to theCorporate Governance Report. A statement containing additional information as requiredunder Clause IV of Section II of Part II of Schedule V of the Act is provided in theReport on Corporate Governance which forms part of this Annual Report.

29. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 92 and 134(3)(a) of the Act read with Rule 12of the Companies (Management and Administration)

Rules 2014 an extract of Annual Return in the prescribed format is appended asAnnexure –IV and the same forms part of this Board’s report.

30. PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS:

Details relating to loans corporate guarantees and investments covered under Section186 of the Act forms part of the notes to the Financial Statements provided in thisAnnual Report.

31. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for the Directors as well as for all SeniorManagement of the Company. In terms of Regulation 26(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 as amended from time to time all the Members ofthe Board and Senior Management Personnel have affirmed compliance with the Code ofConduct of the Board of Directors and Senior Management for the FY 2020-21. As prescribedunder Regulation 17 of the Listing Regulations a declaration signed by the ManagingDirector affirming compliance with the Code of Conduct by the Directors and SeniorManagement Personnel of the Company for the financial year 2020-21 forms part of theCorporate Governance Report.

32. PARTICULARS OF EMPLOYEES:

The disclosures pursuant to the provisions of Section 197(12) of the Act read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure -V and forms part of this Report.

There are no employees receiv ing remuneration more than Rs. 10200000/-(Rupees OneCrore Two Lakhs only) per annum and /or Rs. 850000/- (Rupees Eight Lakhs Fifty Thousandonly) per month. Therefore statement/disclosure pursuant to Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required to becirculated to the Members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India not beingDirectors or relatives drawing more than Rs. 10200000/- (Rupees One Crore Two Lakhsonly) per financial year or Rs. 850000/-(Rupees Eight Lakhs Fifty Thousand only) permonth as the case may be. Therefore statement/disclosure pursuant to Rule 5(3) of theCompanies (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 the financial year2021-22 to National Stock Exchange of India Limited and BSE Limited where theCompany’s Shares are listed.

34. HUMAN RESOURCES MANAGEMENT:

Professionals are our most important assets. The Company is committed to hiring andretaining the best talent and being among the industry’s leading employers. For thisyour Company is focused on promoting a collaborative transparent and participativeorganization culture and rewarding individual contribution and innovation. The focus onHuman Resources Management is to enable our employees to navigate their next not just forclients but also for themselves.

35. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive which hav e helped yourCompany to achieve production targets.

36. AWARDS AND RECOGNITIONS:

During the financial year under review the Company was conferred with various awardsand recognitions the details of which are provided in a separate section of the AnnualReport.

For and on behalf of
MRO-TEK Realty Limited
Aniruddha Bhanuprasad Mehta
Chairman & Managing Director
DIN: 00720504
Address: # 06 New BEL Road
Place : Bengaluru Chikkamaranahalli
Date : 30-06-2021 Bangalore 560054

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