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Power Mech Projects Ltd.

BSE: 539302 Sector: Engineering
NSE: POWERMECH ISIN Code: INE211R01019
BSE 00:00 | 09 Dec 2303.65 -70.85
(-2.98%)
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NSE 00:00 | 09 Dec 2314.70 -56.70
(-2.39%)
OPEN

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OPEN 2381.80
PREVIOUS CLOSE 2374.50
VOLUME 8869
52-Week high 2410.00
52-Week low 805.15
P/E 20.79
Mkt Cap.(Rs cr) 3,435
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2381.80
CLOSE 2374.50
VOLUME 8869
52-Week high 2410.00
52-Week low 805.15
P/E 20.79
Mkt Cap.(Rs cr) 3,435
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Power Mech Projects Ltd. (POWERMECH) - Director Report

Company director report

Dear Members

The Board of Directors hereby presents the report of the business andoperation of your Company along with the audited financial statements (both standalone andconsolidated) for the financial year ended 31st March 2022.

FINANCIAL RESULTS

The financial performance for the current year in comparison to theprevious year is as under: in ' Cr

Sl. No. Particulars

Standalone

Consolidated

Current Year (2021-22) Previous Year (2020-21) Current Year (2021-22) Previous Year (2020-21)
1. Revenue from Operations 2631 1754 2711 1884
2. Other income 26 20 17 16
3. Total Income 2657 1774 2728 1900
4. Expenditure 2360 1709 2425 1842
5. Profit before interest depreciation and tax 297 65 303 58
6. Depreciation 34 33 37 36
7. Interest and Finance Charges 76 78 79 79
8. Share of Profit from JV and Associates - - (2) (3)
9. Profit before tax 187 (46) 185 (60)
10. Provision for taxes (including DTL) 46 (11) 46 (11)
11. Profit after tax 141 (35) 139 (49)
12. Profit attributable to equity holders of the parent before OCI 141 (35) 139 (46)
13. Other Comprehensive Income 1 2 (1) 1
14. Total Comprehensive Income 142 (33) 138 (48)
15. Profit attributable to equity holders of parent after OCI 142 (33) 138 (45)
16. Reserves (Excluding Revaluation Reserves) 979 837 1029 890
17. EPS (') on face value of '10/- each 95.82 (23.53) 94.48 (31.02)
18. Book Value (') on face value of '10/- each share 675 579 709 615

OPERATING RESULTS AND BUSINESS

Your Company has achieved operational turnover of '2631 Cr and Profitof '141 Cr during the FY 2021-22 as against previous year operational turnover of '1754Cr and loss of '35 Cr respectively.

Further your Company has achieved consolidated operational turnover of'2711 and profit of '139 Cr for the FY 2021-22 as against previous year operationalturnover of '1884 Cr and loss of '49 Cr respectively.

BOARD'S REPORT

DIVIDEND

Your Directors are pleased to recommend a final dividend of '1.50/- perequity share of face value of '10/- each for the year ended 31st March 2022.The Final Dividend is subject to the approval of members at the ensuing annual generalmeeting of the Company to be held on 30th September 2022.

SUBSIDIARIES JOINT VENTURES & ASSOCIATES

As on 31st March 2022 your Company has 10 (Ten)subsidiaries i.e Hydro Magus Private Limited Power Mech Industri Private Limited PowerMech BSCPL Consortium Private Limited Power Mech SSA Structures Private Limited AashmAvenues Private Limited KBP Mining Private Limited Energy Advisory and ConsultingServices Private Limited Power Mech Projects LLC (Oman) Power Mech Projects BR FZE(Nigeria) and Power Mech Environmental Protection Private Limited.

Further there are two Joint Venture Companies i.e GTA Power MechNigeria Limited (Nigeria) & GTA Power Mech DMCC (Dubai).

SUBSIDIARIES

• Hydro Magus Private Limited: Hydro Magus Private Limited is asubsidiary of Power Mech established with a vision to make positive contribution insurging Hydro Power sector in India and neighboring countries. The Company has executedsuccessfully some of the critical hydro projects and is fully geared and aggressivelyplanning for undertaking comprehensive projects.

• Power Mech Industri Private Limited: A wholly-owned subsidiaryof Power Mech. It undertakes major job works through its state-of-the-art workshop inNoida. The machines of the workshop are working to full steam undertaking critical jobsmeeting customers' satisfaction and proceeding with further expansion in line with theneed in the industry.

• Power Mech BSCPL Consortium Private Limited: A SubsidiaryCompany of Power Mech which was mainly incorporated to undertake the infrastructuredevelopment works required for development of medical device Manufacturing Park for AndhraPradesh Medtech Zone Limited at Vishakhapatnam.

• Power Mech SSA Structures Private Limited: A wholly- ownedsubsidiary of Power Mech was established to undertake the project (Package-I) ofproviding necessary infrastructure viz. furniture and additional class rooms includinglibrary rooms & electrical facilities in all Government Schools KGBVs & Bhavithabuildings under the scheme of Sarva Siksha Abhiyan.

• Aashm Avenues Private Limited: A wholly-owned subsidiary ofPower Mech was established to undertake the project (Package-III) of providing necessaryinfrastructure viz. furniture and additional class rooms including library rooms &electrical facilities in all Government Schools KGBVs & Bhavitha buildings under thescheme of Sarva Siksha Abhiyan.

• KBP Mining Private Limited: A Subsidiary Company of Power Mechincorporated for exploring design & engineering developing operating and working onmines.

• Energy Advisory and Consulting Services Private Limited: AWholly Owned Subsidiary Company of Power Mech incorporated for providing consultingservices to various energy advisory generation Companies Power Plants PowerTransmitters.

• Power Mech Environmental Protection Private Limited: AWholly-owned subsidiary of Power Mech was incorporated to carry on the business providingengineering technical and consultancy services to power plants and other industrialplants.

• Power Mech Projects LLC: A subsidiary company of Power Mechincorporated in Oman to tap the local market of Oman and neighboring countries.

• Power Mech Projects BR FZE: A wholly owned enterprise of PowerMech incorporated in the Free Zone of Nigeria.

JOINT VENTURES

• GTA Power Mech Nigeria Limited: A joint venture of Power Mech isdesigned to undertake packages in power infra and process industry sectors including ETCof civil mechanical and electrical and also O&M of plants. With solid and stabletechnical backup from the parent Companies GTA Power Mech is in a position to undertakeprojects of any magnitude and type in different terrains and weather. The Company hascapability to undertake packages in spectrum of activities in projects and plantssupported by expert team in respective fields and strategic and technical collaborationsfrom parent companies.

• GTA Power Mech DMCC: A Joint Venture of Power Mech with 50%shareholding incorporated in Dubai UAE.

ASSOCIATES

• Mas Power Mech Arabia: An associate Company of Power Mechestablished in Saudi Arabia to cater the needs in the Saudi Arabia and surrounding regions

for providing services in ETC Civil and O&M. The Company isequipped to provide services in all the verticals keeping high standards in qualitysafety and timeline. The Company draws technical guidance and support from the parentcompany and it will be an extended arm of Power Mech in providing its skills and expertisein this part of the world.

TRANSFER TO RESERVES

The Board does not propose to transfer any profits to the reserves forthe fiscal 2022.

CONSOLIDATED FINANCIAL STATEMENTS

During the year the Board of Directors reviewed the affairs of theSubsidiaries / JV's. In accordance with Sub Section (3) of Section 129 of the CompaniesAct 2013 your Company has prepared the consolidated financial statements of the Companywhich forms part of this annual report.

As per the provisions of Section 136 of the Companies Act 2013 theCompany has placed separate audited financial statements of its Subsidiaries / JV's on itswebsite www.powermechprojects.com The annual accounts of the Subsidiary Companies / JV'sand the related detailed information shall be made available to members seeking suchinformation at any point of time.

The Statement containing the salient features of the Subsidiaries &JV's as per sub-sections (3) of section 129 read with rule 5 of Companies (Accounts)Rules 2014 and under Rule 8 of Companies (Accounts) Rules 2014 of the Companies Act 2013in Form AOC-1 is herewith annexed as Annexure-2 to this report.

RELATED PARTY TRANSACTIONS

During the year no transaction with related parties was in conflictwith the interests of the Company. All transactions entered into by the Company withrelated parties during the financial year were in the ordinary course of business and onan arm's length pricing basis.

All Related Party Transactions are placed on a quarterly basis beforethe Audit Committee and before the Board for the noting and approval. Prior omnibusapproval of the Audit Committee and the Board is obtained for the transactions which areof a foreseeable and repetitive nature.

The Policy on Related Party Transactions as approved by the Board isuploaded on the website of the Company at www. powe rmechprojects.com.

The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 in Form AOC-2 isannexed herewith as Annexure-3 to this report.

STATUTORY AUDITORS

The Shareholders in their meeting held on 25.09.2019 approved theappointment of M/s. K.S. Rao & Co. Chartered Accountants as the Statutory Auditors ofthe Company to hold office till the conclusion of 25th Annual General Meeting.

AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made byM/s. K.S. Rao & Co. Chartered Accountants Statutory Auditors in their report forthe financial year ended 31st March 2022.

Pursuant to provisions of Section 143(12) of the Companies Act 2013the Statutory Auditors have not reported any incident of fraud to the Audit Committeeduring the year under review.

INTERNAL AUDITORS

M/s. JSS Pro & Co Chartered Accountants resigned as the InternalAuditors of the Company with effect from 1st October 2021.

The Board of Directors based on the recommendation of the AuditCommittee appointed an in-house team as Internal Auditors for the remaining part of thefiscal 2022.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013the Board of Directors has reappointed M/s. P.S. Rao & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for fiscal 2022.

The Secretarial Audit Report for the FY 2021-22 issued by M/s. P.S. Rao& Associates Practicing Company Secretaries in the Form MR-3 is annexed herewith asAnnexure-4 to this report.

The Secretarial Audit Report for the FY 2021-22 does not contain anyqualification reservation adverse remark.

DIRECTORS' & KMP Reappointments

Pursuant to the provisions of section 152 of the Companies Act 2013and in terms of Article 134 of the Articles of Association of the Company Mr. M. RajivKumar Director retires by rotation and being eligible offers himself for reappointmentat the ensuing Annual General Meeting. The Board recommends his reappointment.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (7) of Section 149 of the Act and under Regulation 25 of theSEBI (LODR) Regulations 2015.

In the opinion of the Board all the Independent Directors of theCompany possess integrity expertise and the proficiency justifying their office andfulfill the conditions of Independent Director provided under SEBI (LODR) Regulations2015 and are independent of the management.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The details of the familiarization program for the IndependentDirectors are provided in the Corporate Governance Report and also placed on the websiteof the Company at www.powermechprojects.com

BOARD MEETINGS

The Board of Directors of the Company duly met 6 (Six) times during thefinancial year. The intervening gap between any two consecutive Board Meetings was withinthe period prescribed under the provisions of the Companies Act 2013.

The details of Board meetings and the attendance of the Directors areprovided in the Corporate Governance Report.

COMMITTEES OF BOARD OF DIRECTORS

We have in place all the Committees of the Board which are required tobe constituted under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A detailed note on the Board and its Committees isprovided under the Corporate Governance Report section in this Board's Report.

The Composition of various Committees of the Board as on the date ofthis report is hereunder:

Name of the Committees Composition of the Committees
Audit 1. Mr. G.D.V. Prasada Rao (Chairman)
Committee 2. Mr. T Sankaralingam;
3. Mr. Rajiv Kumar
Nomination and 1. Mr. Vivek Paranjpe (Chairman);
Remuneration 2. Mr. T. Sankaralingam;
Committee 3. Mr. G.D.V. Prasada Rao
Name of the Committees Composition of the Committees
Corporate Social Responsibility Committee 1. Mr. S. Kishore Babu (Chairman);
2. Mrs. S. Lakshmi;
3. Mr. G.D.V. Prasada Rao
Stakeholders Relationship Committee 1. Mr. M Rajiv Kumar (Chairman);
2. Mrs. S. Lakshmi;
3. Mr. G.D.V. Prasada Rao
Risk Management Committee 1.Mr. GDV Prasada Rao (Chairman)
2.Mr. M. Rajiv Kumar
3.Mr. S. Kishore Babu
Investment Committee 1. Mr. T Sankarlingam (Chairman);
2. Mr. G.D.V. Prasada Rao;
3. Mr. M. Rajiv Kumar

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees and investments covered under section186 of the Companies Act 2013 form part of the Notes to the financial statements providedin this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits and as such noprincipal or interest was outstanding as on the date of the Balance sheet.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business during the period underreview.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financialposition of the Company occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Board of your Company has laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate andoperating effectively. Your Company has adopted policies and

procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures..

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 your Directorsconfirm that to the best of their knowledge and belief and according to the informationand explanation obtained by them

i. in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards have been followedalong with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financialstatements have been selected and applied consistently and judgments and estimates thatare reasonable and prudent made so as to give a true and fair view of the state of affairsof the Company at the end of the financial year 2021-22 and of the statement of profit andloss of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the annual accounts for the year 2021-22 have been prepared on agoing concern basis.

v. that the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively.

vi. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and effectively mentioned under variousheads of the departments which are in then reporting to the Chairman & ManagingDirector.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177 (9) & (10) of CompaniesAct 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formalized the process and institutionalized 'WhistleBlower Policy' within the Company whereby employees and other stakeholders can reportmatters such as generic grievances corruption misconduct illegality andwastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns orgrievances and also provides direct access to the Chairman of the Audit Committee.

The details of the whistle blower Policy are posted on the website ofthe Company at www.powermechprojects.com

DIVIDEND DISTRIBUTION POLICY

The Company has framed a dividend distribution policy and the same isannexed herewith as Annexure-5. This policy is also hosted on the Company's websitewww.powermechprojects.com and the link for the same ishttps://www.powermechprojects.com/investor-relations

RISK MANAGEMENT

The Company has constituted a Risk Management Committee and formulateda policy on risk management in accordance with the Companies Act 2013 and Regulation 21of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The detailsof Committee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's report. The risk Management Policy of the Company is posted onthe website of the Company and the weblink is www.powermechprojects.com/investor-relations.

ANNUAL RETURN

In accordance with Section 92(3) of the Act and rule 12(1) of theCompanies (Management and Administration) Rules 2014 (as amended) a copy of the AnnualReturn of the Company shall be placed on the Website of the Company atwww.powermechprojects.com/investor-relations.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34 (2) (e) of the of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis forms part of the Annual Report and is herewithannexed as Annexure-6 to this report.

CHANGES IN SHARE CAPITAL

During the year under review there was no change in the share capitalof the Company. The paid up share capital of the Company is '147107640/- divided into14710764 equity shares of '10/- each.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors as requiredunder Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the information required pursuant toSection 197 (12) of the Act read with Rule 5(2) & (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of yourCompany has been appended as Annexure-7 to this Report.

BOARD EVALUATION

The parameters and the process for evaluation of the performance of theBoard and its Committees have been explained in the corporate governance report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewithas Annexure-8 to this report.

CORPORATE GOVERNANCE

The Board of Directors of your Company believes that strong corporategovernance is an important instrument of investor's protection as it ensures completetransparency in Company's matters.

As required under Regulation 34(3) of the Listing Regulations adetailed report on Corporate Governance is included in the Annual Report as Annexure-9.The Auditors have certified the Company's compliance with the requirements of CorporateGovernance in terms of Regulation 34(3) of the Listing Regulations and the same is annexedto the Report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT (BRR)

Business Responsibility reporting for the year under review asrequired to be reported under Regulation 34 (2) (f) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is shown inseparate section forming part of the annual report.

CORPORATE SOCIAL RESPONSIBILITY

The Board in compliance with the provisions of Section 135(1) of theCompanies Act 2013 and rules made there under.

The Company works primarily through its trust Power Mech Foundationthe CSR arm of the Company.

A detailed report on the CSR activities taken up by your Company isannexed as Annexure-10 to this report. Further the details of the policy are also postedon the website of the company at www.powermechprojects.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is a summary of sexual harassment complaints received anddisposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy of the Company on Director's appointment and remunerationincluding the criteria for determining qualifications expertise skills positiveattributes independence of a director and other matters as required under sub section 3of section 178 of the Companies Act 2013 is available on our website atwww.powermechprojects.in

ACKNOWLEDGMENTS

We thank our customers vendors investors bankers for their continuedsupport during the year. We place on record our appreciation of the contribution made byour employees at all levels. Our consistent growth was possible by their hard worksolidarity cooperation and support.

We thank the Governments of various Countries where we have ouroperations and more particularly Government of India and various regulators viz a viz RBISEBI Ministry of Corporate Affairs Income Tax Department and all the state governmentand other government agencies for their support and looking forward to their continuedsupport in future.

For and on behalf of the Board of Directors of
Sd/-
S Kishore Babu
Place: Hyderabad Chairman & Managing Director
Date: 13.08.2022 DIN: 00971313

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