TO THE MEMBERS
1. Your Directors are pleased to present the 35th Annual Report and the AuditedStatement of Accounts of the Company for the year ended March 31 2021.
2. Financial Results
(Rs in crores)
|Description ||Current year ||Previous Year |
|Revenue from operations and other Income ||25.29 ||44.84 |
|Profit / (Loss) for the year Before Tax ||(31.32) ||(30.19) |
|Add / (Less) : Provision for Tax (including deferred tax) ||(0.38) ||(0.01) |
|Profit / (Loss) After Tax ||(30.94) ||(30.18) |
|Other Comprehensive Income ||(0.58) ||(1.41) |
|Total Comprehensive Income ||(31.52) ||(31.59) |
|Earnings Per Share in Rs ||(24.62) ||(24.01) |
The Directors do not recommend any dividend on equity shares on account of lossincurred during the financial year ended March 312021.
4. Transfers To Reserves
In view of losses for the year under review no amount has been transferred to theReserves.
5.1. General -
The income from operations and other income during the year was Rs 25.29 Cr as comparedto Rs 44.84 Cr in the previous year.
5.2 Engineering -
5.2.1 The Revenue from engineering operation during the year was Rs 16 Cr as against Rs35 Cr in previous year. During the year executions of many projects were severallyaffected due to national lockdown declared by Central Government because of Covid-19Pandemic.
The Company has lodged claims for establishment cost and time overruns which are underactive consideration. As per the policy of the Company these will be considered only onacceptance by client.
5.3 Infotech -
Revenue from Infotech Segment during the year was Rs 6.72 Cr.
6. Note on covid-19 Pandamic
During the second wave of Covid-19 no national lockdown was declared by the centralgovernment. Instead the strategy of micro-containment zones was adopted and variousstate/local governments have announced lockdowns / restrictions of varying degrees.Accordingly some sites of the Company were closed or working on revised timings inaccordance with local guidelines.
In locations where sites were open the necessary hygiene protocols safety precautionsand social distancing requirements were being followed at shop floor level wheremandated staff were in office on a rotational basis and in accordance with localguidelines.
Based on the internal and external information the Company has considered the possibleimpact of Covid-19 pandemic on its operation liquidity position recoverability of assetsbalance at 31st March 2021. The management will continue to monitor any material changesarising out of this pandemic on its financials and operational performance and takenecessary measures accordingly.
7. human Resource Development
Attracting enabling and retaining talent have been the cornerstone of the HumanResource function and the results underscore the important role that human capital playsin critical strategic activities such as growth. A robust Talent Acquisition Systemenables the Company to balance unpredictable business demands with a predictable resourcesupply through organic and inorganic growth.
8. Fixed Deposits
The Company is authorized to accept Fixed Deposits up to 35 % of aggregate of thepaid-up share capital free reserves and securities premium account in terms of Companies(Acceptance of Deposits) Rules 2014 only from its Members. The Company has not acceptedany fresh Deposits during the year under review Fixed deposits repaid during the yearamounted to Rs 4.43 Crs and matured & unclaimed deposits as at the end of the yearwere Rs 0.11 Crs. The Company held Rs 0.59 Crs as Fixed Deposits as of March 312021.There has been no default in repayment of deposits or payment of interest thereon duringthe year. There are no Fixed deposits which are not in compliance with the requirements ofChapter V of the Companies Act 2013.
9. Statutory Auditor
M/s. Bhushan Khot & Co. Chartered Accountants (Firm Registration No. 116888W) arethe Statutory Auditors of the Company for the year ended March 31 2021. In terms ofprovisions of Section 139 of the Companies Act 2013 and the rules made thereunder M/s.Bhushan Khot & Co. Chartered Accountants (Firm Registration No. 116888W) wereappointed as Statutory Auditors of your Company at the 34th Annual General Meeting held onSeptember 29 2020 for a term of five consecutive years from the conclusion of 34thAnnual General Meeting of Company till the conclusion of its 39th Annual General Meetingto be held in the year 2025. The Company has received a certificate from the auditorsconfirming that they are not disqualified from continuing as Auditors of the Company.
10. Corporate Governance Report
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 ("LODR Regulations 2015") a report on Corporate Governance Annexure-lllalong with Practising Company Secretaries Certificate regarding compliance of conditionsof Corporate Governance and Management Discussion and Analysis is separately given in thisReport as Annexure-l.
A Certificate of the Chief Executive Officer as per Companies Act 2013 and ChiefFinancial Officer of the Company in terms of Listing Regulations inter alia confirmingthe correctness of the financial statements and cash flow statements adequacy of theinternal control measures and reporting of matters to the Audit Committee is alsoannexed.
11. Annual Return
A copy of the annual return as provided under section 92(3) read with Rule 12 of theCompanies (Management and Administration) Rules 2014 which will be filed with theRegister of Companies / MCA is hosted on the Company website and can be accessed at www.mukandengineers.com.
12. Meetings of the Board and its committees
During the year under review 4 (Four) Board Meetings of the Board of Directors of theCompany were convened and held. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 and as per the relaxation granted by theMCA due to Covid -19 pandemic and Listing Regulations 2015. The details of the Committeesalong with their composition number of meetings and attendance at the meetings areprovided in the Corporate Governance Report.
13. Details in respect of frauds reported by auditors under section 143(12) of thecompanies Act 2013.
During the year under review there were no frauds reported by the Statutory Auditorsto the Audit Committee or the Board under section 143(12) of the Companies Act 2013.
14 Disclosure Regarding company's policies under companies Act 2013 and (LODR)Regulations 2015
The Company has framed various policies as per LODR Regulations 2015 & CompaniesAct 2013; viz
ii) Determining material subsidiary
iii) Performance evaluation of the Board Committees and Directors
iv) Materiality of Related Party Transactions
v) Whistle Blower/Vigil Mechanism
vi) Archival Policy for disclosure
vii) Board diversity and
viii) Code of Conduct for Directors are displayed on the website of the Company www.mukandengineers.com.
The brief about the policies are given in Annexure-V.
15. Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements forming apart of this Annual Report.
16. Vigil Mechanism/Whistle Blower Policy
The purpose of the policy is to provide a framework to promote responsible and secureWhistle Blowers and to protect Directors/Employees wishing to raise a concern aboutserious irregularities within the Company. During the year under review no reportingunder Vigil Mechanism was made by any Employee or Director of the Company. The WhistleBlower Policy has been available on the website of the Company at www.mukandengineers.com.
17. Material Subsidiary
Your Company does not have any material subsidiary as per the thresholds laid downunder the Listing Regulations 2015. The Board of Directors of the Company has approved aPolicy for determining material subsidiaries which is in line with the ListingRegulations 2015 as amended from time to time. The Policy has been uploaded on theCompany's website viz www.mukandengineers.com.
18. Performance Evaluation of Board
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations astructured questionnaire was prepared after taking into consideration the various aspectsof the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.
The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors and Non-Executive Director. The Board of Directorsexpressed their satisfaction with the evaluation process.
19. Details of Significant and Material Orders passed by the Regulators or courts orTribunal impacting the going concern status and company operations in Future
The Company had filed Company Scheme Petition for its merger with Mukand Ltd. seekingsanction of the National Company Law Tribunal (NCLT) Mumbai Bench. The Scheme is pendingapproval of NCLT. Upon filing of NCLT Order with Registrar of Companies the Scheme shallbecome operative with effect from the appointed date (1st April 2019) and the Companyshall stand dissolved without winding up. The financial statements under review have beenprepared on a going concern basis.
20 other lnformation
20.1 As the Company does not own an undertaking where manufacturing operations arecarried out the requirement of information to be furnished under Section 134(3) (m) ofthe Companies Act 2013 is not applicable.
20.2. During the year under review there were no foreign exchange earnings andexpenditure.
20.3 There are no employees covered under Section 197 (12) read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. There were91 Permanent Employees as on 31st March 2021.
20.4 None of the Directors is paid any Remuneration other than sitting fees forattending Board / other Committee meetings of the Company.
20.5 Details relating to remuneration of Key Managerial Personnel (KMP) is available inCorporate Governance Report as per provision of Section 136(1) of the Companies Act 2013.
20.6 The paid-up equity share capital as on March 31 2021 is Rs 12.58 Cr. During theyear under review the Company has neither issued shares with differential voting rightsnor has granted stock options/sweat equity.
20.7 During the year under review no case was reported to the Committee formed underThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.
20.8 There have been no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany and up to the date of this report.
20.9 The Company has devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively.
20.10 A Cash Flow Statement for the year 2020-21 is attached to the Balance Sheet.
21. Risk Management
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating and reporting mechanism of such risks. The risk managementframework is reviewed periodically by the Board & Audit Committee.
However as per the Listing Regulation constitution of Risk Management Committee forenforcing Risk Management Policy is not applicable to the Company
22. Directors' Responsibility Statement
As required by Section 134 (3) of the Companies Act 2013 the Board of Directors ofthe Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ending March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimated that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;
c) the Directors have 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 have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
23. Directors and Key Managerial Personnel
(a) Directors retiring by Rotation
In accordance with the provisions of Section 152 and other applicable provisions of theCompanies Act 2013 and Articles of Association of the Company Shri Niraj Bajaj (DIN:00028261) Director of the Company will retire in the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. The Board of Directors recommends hisre-appointment.
(b) independent Directors
The Independent Directors have submitted their Declaration of Independence for thecurrent year as required pursuant to Section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in sub-section 149 (6) of theCompanies Act 2013.
(c) Key Managerial Personnel (KMP)
During the year under review the Company has complied with the provisions of Section203 of the Companies Act 2013 and the information of the KMP is available on the websiteof the Company www.mukandengineers.com.
24. Related Party Transactions
In accordance with the provisions of the Companies Act 2013 and Rules framedthereunder as well as Regulation 23 of the LODR Regulations 2015 your Company has inplace Related Party Transaction Policy. All contracts / arrangements / transactionsentered by the Company during the financial year with related parties were as per theRelated Party Transaction Policy and were in the ordinary course of business and on arms'lengths basis.
During the year 2020-21 pursuant to Section 177 of the Companies Act 2013 andRegulation 23 of the LODR Regulations 2015 all RPTs were placed before Audit Committeefor its prior / omnibus approval. The requisite disclosure in Form AOC-2 is furnished in Annexure-.ii
The Related Party Transaction Policy as approved by Board is available on the websiteof the Company www.mukandengineers.com.
25. Details in respect of internal Financial Controls with reference to financialstatements
Adequate systems for internal controls provide assurances on the efficiency ofoperations security of assets statutory compliance appropriate authorization reportingand recording of transactions. The scope of the audit activity is broadly guided by theannual audit plan approved by the top management and audit committee. The Internal Auditorprepares regular reports on the review of the systems and procedures and monitors theactions to be taken.
26. Auditor's Report
The report given by the Auditors on the financial statements is a part of this Report.There has been no qualification reservation or disclaimer given by the Auditors in theirreport.
27. Secretarial Auditors and Secretarial Audit Report
The Board has appointed M/s. Ragini Chokshi & Co (C.P.No 1436) Company Secretariesin wholetime practice to carry out Secretarial Audit under the provisions of Section 204of the Companies Act 2013 for the financial year 2020-21. The report of the SecretarialAuditors is annexed to this Report as Annexure-iV. The observation referred to inthe Secretarial Audit Report is self-explanatory and therefore in the opinion of theDirectors do not call for any comments under Section 134 of the Companies Act 2013.
28. Corporate Social Responsibility (CSR)
Pursuant to the provisions of Sec 135 of the Companies Act 2013 and applicable Rulesand recent amendment for the year ended March 31 2021 the Company was not required toconstitute CSR Committee or make any expenditure towards CSR.
29. Safety Health and Environment:
The Company pays utmost importance towards safety and health of its employees byimplementing policies procedures and conducting various awareness programmers among theemployees. It conducts many promotional activities among its work force on safetyadherence and developing the community related to Health Safety and Environment. Allfunctional Departments work in cohesion to a common goal that includes efficiency inenergy and in utilizing natural resources with minimal or no damage to the environment.
30. Cautionary Statement
Statements in the Directors Report and the Management Discussion and Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include change in global and domestic demand and supplyconditions due to COVID-19 affecting selling prices new capacity additions availabilityof critical materials and their cost changes in government policies and tax lawseconomic development of the country and other factors which are material to the businessoperations of the Company.
The Board of Directors thanks the Banks Financial Institutions Central and StateGovernment Authorities Shareholders Customers Suppliers Employees and BusinessAssociates for their continued co-operation and support to the Company.
|On behalf of the Board of Directors |
|Rajesh V. Shah |
|Mumbai May 25 2021. |