The Board of Directors take pleasure in presenting the Twenty-Fifth Annual Report including inter-alia Directors' Report, its annexures and audited financial statements (including standalone and consolidated financial statements along with respective Auditors' Report thereon) for the year ended 31st March 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
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The performance of the Company during the year has been as under:
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(Amount in Rs. Mn)
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Particulars
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Standalone
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Consolidated
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| |
2023-24
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2022-23
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2023-24
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2022-23
|
|
Revenue from Operations
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5800.33
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5733.47
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5807.52
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5737.51
|
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Other Income
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63.63
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197.02
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58.07
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194.77
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|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
1180.35
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1736.64
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1185.09
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1734.51
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Less: Depreciation/ Amortisation/ Impairment
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226.42
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182.71
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231.63
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186.61
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Profit /loss before Finance Costs, Exceptional items and Tax Expense
|
953.93
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1553.93
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953.46
|
1547.90
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Less: Finance Costs
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221.71
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145.02
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223.09
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145.67
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|
Profit /loss before Exceptional items and Tax Expense
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732.22
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1408.91
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730.37
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1402.23
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Add/(less): Exceptional items
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0
|
0
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0
|
0
|
|
Profit /loss before Tax Expense
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732.22
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1408.91
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730.37
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1402.23
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Less: Tax Expense (Current & Deferred)
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169.54
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368.16
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169.24
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368.04
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|
Profit /loss for the year (1)
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562.68
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1040.75
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561.13
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1034.19
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Total Comprehensive Income/loss (2)
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0.85
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30.27
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0.85
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30.27
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Total (1 2)
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563.53
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1010.48
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561.98
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1003.92
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Balance of profit /loss for earlier years
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0
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0
|
0
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0
|
|
Less: Transfer to Debenture Redemption Reserve
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0
|
0
|
0
|
0
|
|
Less: Transfer to Reserves
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0
|
0
|
0
|
0
|
|
Less: Dividend paid on Equity Shares
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0
|
0
|
0
|
0
|
|
Less: Dividend paid on Preference Shares
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0
|
0
|
0
|
0
|
|
Less: Dividend Distribution Tax
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0
|
0
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0
|
0
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Balance carried forward
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0
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0
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0
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0
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2. REVIEW OF OPERATIONS:
Revenues - Standalone
During the year under review, the Company has recorded an income of Rs. 5,863.96 Mn and net profit of Rs. 562.68 Mn as compared to sales and other income of Rs. 5,930.49 Mn and net profit of Rs. 1040.75 Mn achieved in the previous financial year.
Revenues - Consolidated
During the year under review, the Company has recorded an income of Rs. 5,865.59 Mn and net profit of Rs 561.13 Mn as compared to sales and other income of Rs. 5,932.28 Mn and net profit of Rs 1,034.19 Mn achieved in the previous financial year.
3. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY
During the period under review and the date of Board's Report there was no change in the nature of business pursuant to inter-alia Section 134 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014.
5. RESERVES:
The Closing balance of reserves, including retained earnings, of the Company as at 31st March 2024 is Rs. 6,464.06 Mn.
6. DIVIDEND
The Company has not paid any dividend during the year under review.
In terms of Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations), the Dividend Distribution Policy was adopted to set out parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to the shareholders. The Policy is available on the website of the Company under the web link https:// www.mtar.in/investor-relations/corporate-governance/pol-icies-related-documents/
7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year 2023-24 of the Company to which the financial statements relate and the date of the Annual Report.
8. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY
Pursuance to SEBI Circular No. SEBI/HO/DDHS/
CIR/P/2018/144 dated November 26, 2018, read
with SEBI Circular No. SEBI/HO/DDHS/DDHS-
RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors the Directors confirm that the Company is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your Company has not raised any funds by issuance of debt securities.
9. BOARD MEETINGS:
The Board of Directors duly met four (04) times during the financial year from 1st April 2023 to 31st March 2024.
The dates on which the meetings were held are 17th May 2023, 10th August 2023, 08th November 2023, and 13th February 2024. All the meetings were conducted through Physical mode and arrangement for Audio visual means was also made for those directors who could not attend the meeting physically.
10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANAGERIAL PERSONNEL AND OTHER RELEVANT INFORMATION:
a) Appointments:
Following re-appointments have taken place during the year:
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S.
No
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Name of the Director/KMP
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Designation
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Date
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1.
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Mr. P Srinivas Reddy
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Managing
Director
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08.11.2021
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|
2
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Mr. B V R Subbu
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Independent
Director
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05.12.2023
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3
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Mr. A Krishna Kumar
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Independent
Director
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05.12.2023
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4
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Mrs. Ameeta Chatterjee
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Independent
Director
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05.12.2023
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5
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Mr. U C Muktibodh
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Independent
Director
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05.12.2023
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|
6
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Mr. V G Sekaran
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Independent
Director
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05.12.2023
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• Mr. Raja Shekar Bollampally, Chief Operating Officer (COO) of the Company has been appointed w.e.f. 03.05.2023.
• Mr. Arun Kumar Ojha, Chief Commercial Officer (CCO) of the Company has been appointed w.e.f. 27.04.2024.
• Ms. Naina Singh has been appointed as the Company Secretary, Compliance Officer and the Nodal Officer of the Company w.e.f. 01.06.2024.
b) Resignations:
Following Resignations have taken place during the year:
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S.
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Name of the
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Designation
|
Date
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|
No
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Director/KMP
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|
|
|
1.
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Mr. Shubham Sunil Bagadia
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Company Secretary, Compliance Officer
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31.05.2024
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| |
and the Nodal Officer
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The Board places on record their appreciation for the invaluable contribution made by the above director and officer(s) during their tenure.
C) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM forming part of this Annual Report.
11. REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under review.
12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has, inter alia, received the following declarations from all the Independent Directors as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015 confirming that:
a. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
c. they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
d. they had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).
The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
13. AUDIT COMMITTEE RECOMMENDATIONS:
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
14. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated Detailed presentations on important policies of the Company is also made to the directors.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/ its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://www.mtar.in/investor-relations/corporate-gover-nance/policies-related-documents/.
15. BOARD EVALUATION
Performance of the Board and Board Committees was evaluated on various parameters such as structure,
composition, diversity, experience, corporate
governance competencies, performance of specific
duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual
Directors was evaluated on parameters such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.
All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 13th February 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.
The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.
16. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report.
We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:
a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared the annual accounts on a going concern basis:
e. That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
18. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
During the year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.
19.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES
Magnatar Aero Systems Private Limited is the wholly owned subsidiary Company of Company incorporated on 04.11.2019 and is non-operational.
Gee Pee Aerospace and Defence Private Limited, a wholly owned subsidiary of the Company incorporated on 20.06.1988 made a revenue of Rs. 51.4 Mn as on 31.03.2024 and net loss after tax of Rs. 0.2 Mn.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure VIII and forms part of this report.
20. ANNUAL RETURN:
As per the requirement under Section 92(3) of the Companies Act, 2013, the draft Annual Return for Financial Year 2023-24 is available on the website of the Company at the link: https://www.mtar.in/investor-relations/annual-return/. The Annual General Meeting is proposed to be held on 6th September 2024. The Company shall upload a copy of Annual Return for Financial Year 2023-24 as soon it has filed the said Annual Return with Registrar of Companies.
21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report and is annexed as Annexure I.
22. AUDITORS
a. Statutory Auditors
The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for appointment of M/s. S.R. Batliboi & Associates., (Firm Registration No. 101049W/E300004) as Statutory Auditors of the Company for a period of 5 years in the AGM held on 30.09.2020 to hold office up to the conclusion of 26th Annual General Meeting of the Company to be held in the year FY 2025-26.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended 31st March 2024 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the coming years.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. S.S Reddy & Associates, Practicing Company Secretaries has undertaken Secretarial Audit of the Company for financial year ending 31st March 2024.
The report of the Secretarial Auditor is enclosed herewith vide Annexure II of this Report.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the year ended 31st March 2024 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that during the year, the Company does not have any reservation, qualification or adverse remarks.
Annual Secretarial Compliance Report
The Company has filed the Annual Secretarial Compliance Report for the Financial year 2023-24 with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited, the report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations.
c. Cost Auditor
Your Company maintained the required cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.
On the recommendation of the Audit Committee, the Board of directors appointed M/s Sagar & Associates., Cost Accountants (Registration No. 000118) as Cost Auditors of the Company for financial year ending 31st March 2024. The relevant cost audit reports for FY 2022-23 were filed within the stipulated time and the cost audit report for FY 2023-24 will also be filed within the timeline.
The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules thereunder, and the requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the 25th Annual General Meeting of your Company.
d. Internal Auditor
The Company had appointed M/s. Seshachalam & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2023-24.
23. FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
24. INTERNAL AUDIT AND FINANCIAL CONTROLS
The Company has adequate internal controls consistent with the nature of business and size of the operations,
to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.
The Company has appointed M/s. Pundarikashyam and Associates, Chartered Accountants to review the effectiveness of the Internal Financial Controls over Financial Reporting (ICoFR) of the Company for FY 2023-24 and there are no major observations reported in their report.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given loans or made any investments (except for parking excess funds in FDs with Scheduled banks, as and when required and provided guarantee to its Wholly Owned Subsidiary Company) during the year under review attracting the provisions under section 186 of the Companies Act, 2013.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Our Company has formulated a policy on related party transactions which is also available on Company's website at https://www.mtar.in/investor-relations/corporate-gover-nance/policies-related-documents/. This policy deals with the review and approval of related party transactions.
All related party transactions that were entered into during the financial year 2023-24 were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part of this Report.
All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 36 to the financial statement which sets out related party disclosures pursuant to IND AS-24.
27. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company for the year ended 31st March 2024 have been prepared in accordance with the provisions of Section 129(3) of the Companies Act and applicable Accounting Standards and form part of this report.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first proviso of
Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Companies in Form AOC-1 as Annexure VIII is appended to this report, which forms part of the Financial Statements. The separate Audited Financial Statements in respect of the Subsidiaries are also available on the website of the Company at https://www.mtar.in/.
28. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.
29. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:
A. Conservation of Energy:
During the Financial Year 2023-24, your Company strived to imbibe energy conservation principles and initiatives across all its facilities. The Company has produced in aggregate 13,63,648 units with the help of solar panels.
The other key initiatives across multiple areas are highlighted below -
HVAC - Your Company has undertaken initiatives such as Installation of VFD with solenoid valves for Compressor cooling water system, AC optimum utilization through installation of timer control units, etc.
Lighting - Similar to last year, your Company has continued the initiative to replace old lighting fittings with new-age energy efficient LED fittings within and outside some of our facilities. The installation of motion sensors at various locations has helped us to reduce the energy consumption at various sites.
Awareness Generation - This included improving awareness amongst employees to switch off major energy consuming equipment or units when idle as well as employing an energy review tool and energy balance tool to identify projects.
Apart from the above initiates, the Company also has a specific conservation of energy policy with SOPs to be followed. It is assured that the same are in place and adequate measures are taken to follow the SOPs.
B. Research & Development and Technology Absorption:
1. Research and Development (R&D): During the year the Company developed Bellows which is part of SOFC power unit manufactured by the Company instead of procurement from overseas.
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: INR 5,140 Mn Foreign Exchange Outgo: INR 2,915.7 Mn
30. COMMITTEES
(I) . AUDIT COMMITTEE
The Company has constituted an Audit Committee which is in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations, 2015 read with Section 177 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(II) . NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted Nomination and Remuneration Committee in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted Stakeholders Relationship Committee of the Company in line with the provisions of Regulation 20 of SEBI (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(IV) . RISK MANAGEMENT COMMITTEE
The Company had been undertaking the activity of identifying key business and sustainability risks and taking actions to mitigate such risks from time to time. The matters related to risks and their management has been shared with the Board of Directors from time to time. The Company has put in place a Risk Management Policy under which various risks
associated with the business operations is identified and risk mitigation plans have been put in place and has constituted a Risk Management Committee of the Board. The details of constitution of the Committee and its terms of reference are set out in the Report on Corporate Governance Policy.
(V) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted Corporate Social Responsibility Committee of the Company in line with the provisions of Section 135 of the Companies Act, 2013 and the composition of the Committee is included in the Corporate Governance report, which forms part of this report.
(VI) COTHER COMMITTEE
Other than the above committees, the Company has two other internal non-statutory committees namely management and technology committee.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.
The policy is available on the website of the Company at https://www.mtar.in/investor-relations/corporate-gover-nance/policies-related-documents/.
32. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT
The Company has attracted the provisions of Corporate Social Responsibility u/s 135 of Companies Act, 2013 and accordingly has formed the CSR committee to foresee the CSR activities, adopted the CSR policy and also created a separate bank account exclusively for CSR. The Corporate Social Responsibility Report is enclosed as Annexure IV. Details of the CSR policy of the Company are available on our website https://www.mtar.in/investor-relations/corpo-rate-governance/policies-related-documents/.
In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2023-24, your Company has spent Rs. 2,06,55,280/- while the total obligation is Rs. 1,82,41,297/- (representing 2 % of the average net profit for the past the three financial years, being FY 2020-21, FY 2021-22 and FY 2022-23). The Company has spent an amount of Rs. 24,13,983/- in excess of the obligation of Rs. 1,82,41,297/- for the year 2023-24 which would be available to be set off in the subsequent three Financial Years.
Corporate Social Responsibility continues to be the core value of your Company embedded in the core value of caring, which focuses on 'serving and improving the communities in which we live.' The major areas of activities undertaken by the Company are Education, employment enhancing vocational skills, Art & Culture, Health Care Centers and and voluntary support.
33. PUBLIC DEPOSITS:
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial Year ended 31st March 2024, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
34. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:
There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.
35. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material observations have been noticed for inefficiency or inadequacy of such controls by the internal control auditor M/s. Pundarikashyam and Associates.
Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure V and forms part of this Report.
36. INSURANCE
The properties and assets of your Company are adequately insured.
37. CREDIT & GUARANTEE FACILITIES
The Company has availed Working Capital and Term Loan facilities from State Bank of India, HDFC Bank, ICICI Bank Limited, Union Bank of India and Export-Import Bank of India and appointed SBICAP Trustee Company Limited as custodian of all security documents under Multiple Banking arrangements.
37. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management periodically.
Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeing and approving the Company's enterprise wide risk management framework; and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational, other risks have been identified and assessed, and there is an adequate risk management infrastructure in place capable of addressing those risks. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Report.
39. SHARE CAPITAL
The authorized share capital of the Company stands at Rs.66,00,00,000/- divided into 6,60,00,000 equity shares of Rs.10/- each.
The paid-up share capital of the Company stands at Rs. 30,75,95,910/- divided into 3,07,59,591 equity shares of Rs.10/- each.
40. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure VI for information of the Members.
A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.
41. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and segment-wise operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human
resource and internal control systems is appended as Annexure V for information of the members.
41. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies.
All the policies are available on our website https://www. mtar.in/investor-relations/corporate-governance/poli-cies-related-documents/.
43. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.
44. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.
45. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
46. 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 with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The Board constituted its Internal Complaints committee (ICC) to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.
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Constitution of Committee:
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Name
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Designation
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J. Srilekha
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Presiding Officer
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Pusparaj Satpathy
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Member
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Nidhi Priya
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Member
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D Nirmala Rani
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External Member
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All employees are covered under this policy. During the financial year 2023-24, there were no complaints received by the Committee.
47. STATEMENT SHOWING THE NAMES OF
THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF
EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT & REMUNERATION)
RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VII (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as
Annexure VII (b).
During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 other than those mentioned in Annexure VII (b).
48. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of each Director to the median remuneration of the employees is as follows.
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Director
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Total
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Ratio to Median
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Remuneration
(Mn.)
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Remuneration
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P. Srinivas Reddy
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30.02
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1:0:02
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Anushman
Reddy
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9.94
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1:0:05
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Praveen Kumar Reddy
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7.53
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1:0:07
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49. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI"). The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www.mtar.in/investor-relations/corporate-governance/pol-icies-related-documents/.
50. DECLARATION FROM DIRECTORS
None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2023-24. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirming that:
a. none of the Director on the Board of the Company has been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority.
b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.
51. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option schem:NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
8. Transfer of shares: Yes
52. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
53. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
54. MD & CFO CERTIFICATION:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached as Annexure C to the Corporate Governance Report.
55. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than sitting fee, and reimbursement of expenses.
56. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE Company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
57. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company, which have failed to be implemented.
58. CREDIT RATING:
The Company has been awarded A (Stable) credit rating for long term rating and short term fund based for its bank credit facilities by ICRA. The rating reflects ICRA's expectations that the Company's operational and financial profile will continue to improve backed by its expanding order book position and scale, and it will maintain healthy profit margins as it is the key supplier for many of the products manufactured by it.
59. AGREEMENTS/MOU ENTERED BY THE Company:
During the period under review, the Company has not entered any agreement or MOU.
60. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.
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