BOARD'S REPORT
Dear Members,
The Board of Directors are pleased to present your Company's 37th Board's Report on the
Company's business and operations, together with the audited financial statements for the
financial year ended March 31, 2025.
Financial performance
In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the
Company has prepared its financial statements as per Indian Accounting Standards ('Ind
AS') for the FY 2024-25.
The financial highlights of the Company's operations are as follows:
|
|
(Amount in Rs. Lakhs) |
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
6294.68 |
5656.61 |
9600.36 |
5656.61 |
Total Expenditure |
4992.03 |
4545.24 |
8293.57 |
4545.24 |
Profit before Tax |
1302.66 |
1773.44 |
1306.79 |
1773.34 |
Tax expenses/Provision for Tax |
(323.66) |
4410.54 |
(323.66) |
4410.54 |
Profit after Tax |
978.99 |
6183.88 |
983.12 |
6183.88 |
Other comprehensive income |
(13.69) |
0.35 |
(13.69) |
0.35 |
Transfer to General Reserve |
- |
- |
- |
- |
Profit available for appropriation |
965.30 |
6184.23 |
969.43 |
6184.23 |
Provision for Proposed Dividend |
- |
- |
- |
- |
Provision for Corporate Tax |
- |
- |
- |
- |
Performance
a) Operations
The total standalone revenue of the Company for the financial year ended March 31, 2025
was Rs.6294.68 Lakhs as compared to the previous year's total revenue of Rs.5656.61 Lakhs.
During this financial year the Company has earned a net profit of Rs.978.99 Lakhs as
against the previous year's net profit of Rs.6184.23 Lakhs.
The total consolidated revenue of the Company for the financial year ended March 31,
2025 was Rs.9600.36 Lakhs as compared to the previous year's total revenue of Rs.5656.61
Lakhs. During this financial year the Company has earned a net profit of Rs.969.43 Lakhs
as against the previous year's net profit of Rs.6184.23 Lakhs.
b) Prospects
During the year under review, the Company earned revenue of Rs.4090.56 Lakhs from
Passenger Information System (PIS) displays of Indian Railways, Rs.1138.12 from medical
and other appliances and Rs.335.59 lakhs from E Vehicles. Your Company has obtained
prototype approvals for Emergency Lighting Unit (EMU) and Public Announcement Passenger
Information System (PAPIS). Your company is working on project relating to Indian Railways
comprising of Roof Mount Packaging Unit (RMPU) and Integrated Power Supply (IPS). Your
company is awaiting certification for Smart Energy Meters.
Change in the nature of business
There was no change in nature of the business of the Company during the financial year
ended on March 31, 2025. The Company has three segments i.e., LED Products, Medical &
other appliances and Automobiles (EVs) and the Company's subsidiary SOA Electronics
Trading LLC, Dubai, primary business activity is Electrical & Electronics, Spare parts
trading.
Share Capital
As of Financial Year ended on March 31, 2025, the authorised share capital of the
Company is Rs.75,00,00,000/- (Rupees Seventy-Five Crores only) divided into 37,50,00,000
(Thirty-Seven Crores Fifty Lakhs) equity shares of Rs.02/- (Rupees Two only) each and the
paid-up capital is Rs.48,20,23,120/- (Rupees Forty-Eight Crores Twenty Lakhs Twenty-Three
Thousand One Hundred and Twenty only) divided into 24,10,11,560 (Twenty-Four Crores Ten
Lakhs Eleven Thousand Five Hundred and Sixty) equity shares of Rs.02/- (Rupees Two only)
each.
On June 26, 2024 Company has allotted 1,95,65,217 Equity Shares of Rs.02/- (Rupees Two
only) each at a price of Rs.46/- (Rupees Forty-Six only) each including the premium of
Rs.44/- (Rupees Forty-Four only) each to the Foreign Portfolio Investors (FPIs) through
Qualified Institutional Placement (QIP). With this allotment, the authorised share capital
of the Company remains same, i.e. Rs.75,00,00,000/- (Rupees Seventy-Five Crores Only)
divided into 37,50,00,000 (Thirty-Seven Crores Fifty Lakhs) equity shares of Rs.02/-
(Rupees Two only) each and the paid-up capital was increased from Rs.44,28,92,686/-
(Rupees Forty-Four Crores Twenty-Eight Lakhs Ninety-Two Thousand Six Hundred and
Eighty-Six only) divided into 22,14,46,343 (Twenty-Two Crores Fourteen Lakhs Forty-Six
Thousand Three Hundred and Forty-Three) equity shares of Rs.02/- (Rupees Two only) each to
Rs.48,20,23,120/- (Rupees Forty-Eight Crores Twenty Lakh Twenty-Three Thousand One Hundred
and Twenty only) divided into 24,10,11,560 (Twenty-Four Crores Ten Lakhs Eleven Thousand
Five Hundred and Sixty) equity shares of Rs.02/- (Rupees Two only) each.
Transfer to reserves
For the financial year ended March 31,2025, the Company has not transferred any amount
to General Reserves and Surplus Account.
Dividend
The Company has not declared any dividend during the year.
Buy Back of shares and disinvestment
The Company has not bought back any of its securities during the year under review.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1,
2017 pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian
Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of
the Company, forming part of the Annual Report, have been prepared and presented in
accordance with all the material aspects of the Indian Accounting Standards ('Ind AS') as
notified under section 133 of the Companies Act 2013 read with the Companies (Indian
Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs ('MCA')) and relevant
amendment rules issued thereafter and guidelines issued by the Securities Exchange Board
of India ("SEBI").
Audit trail applicability
The Company has used accounting software for maintaining its books of account for the
financial year ended March 31, 2025 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software.
Transfer of unclaimed Dividend(s)/ Shares to Investor Education and Protection Fund
During the FY 2024-25, there was no unpaid/ unclaimed dividend pertaining to FY 2016-17
to be transferred to the Investors Education and Protection Fund ('IEPF') Account
established by the Central Government.
Pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which
dividend remains unpaid/unclaimed for seven consecutive years or more shall be transferred
to the Investor's Education and Protection Fund ('IEPF') after giving due notices to the
concerned shareholders, which is not applicable to the Company during the year.
Unclaimed securities demat suspense account
There were no unclaimed securities to be kept in the de-mat suspense account.
Deposits
The Company has not accepted any deposits from public in terms of Section 73 of the
Companies Act, 2013 and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet for the FY 2024-25.
Significant and material orders passed by the regulators
During the FY 2024-25, there were no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
Material changes and commitments
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year March 31, 2025 to which the financial
statements relates and the date of signing of this report.
Board of Directors
During the start and end of the FY 2024-25, the following are the Directors on the
Board of the Company.
S.No. |
Name of the Director |
DIN |
Designation |
1 |
Mr. Kaushik Yalamanchili |
07334243 |
Managing Director |
2 |
Mr. Siva Lakshmana Rao Kakarala |
03641564 |
Non-executive Director |
3 |
Mr. Sivanand Swamy Mitikiri |
10166966 |
Whole-time Director |
4 |
Mr. Srinivas Rao Kolli |
07980993 |
Independent Director |
5 |
Mrs. Karuna Gayathri Upadhyayula |
07901195 |
Independent Director |
6 |
Mrs. Sabitha Ghanta |
07996656 |
Independent Director |
7 |
Mr. Deepayan Mohanty1 |
00196042 |
Independent Director |
8 |
Mr. Penumaka Venkata Ramesh2 |
02836069 |
Independent Director |
9 |
Mr. Subhash Somod Lingareddi3 |
09501374 |
Independent Director |
] Mr. Deepayan Mohanty was appointed as Independent Director w.e.f. August 10,
2024.
2 Mr. Penumaka Venkata Ramesh was appointed as Independent Director w.e.f. October
15, 2024.
3 Mr. Subhash Somod Lingareddi was resigned as Independent Director w.e.f. August
17, 2024.
The Board of Directors in its meeting held on July 23, 2024 had appointed Mr. Deepayan
Mohanty holding DIN: 00196042 w.e.f. August 10, 2024 as Additional Director in the
Independent Director category subject to approval of members within a period of 3 (three)
months from the date of his appointment. The members approved his appointment for a period
of five years in the 36th AGM of the Company held on August, 27, 2024.
The Board of Directors in its meeting held on October 15, 2024 had appointed Mr.
Penumaka Venkata Ramesh, holding DIN: 02836069 as Additional Director in the Independent
Director category subject to approval of members within a period of 3 (three) months from
the date of his appointment. The members thorough postal ballot dated January 09, 2025
approved the appointment of Mr. P V Ramesh, as Director of the Company in the Independent
Director category for a period of five years.
The Board of Directors in its meeting held on September 01, 2025 had appointed Mr.
Ravinder Reddy Surakanti, holding DIN: 07838836 w.e.f. September 01, 2025 as Additional
Director in the Independent Director category subject to approval of members within a
period of 3 (three) months from the date of his appointment. The members are requested to
approve his appointment for a period of five years in the 37th AGM of the Company to be
held on September 29, 2025.
Key Managerial Personnel
During the FY 2024-25, the Company is having the following KMPs;
1. Mr. Kaushik Yalamanchili - Managing Director
2. Mr. Rakshit Mathur - Chief Executive Officer1
3. Mr. Muralikrishnan Sadasivan Madurai - Chief Financial Officer
4. Mrs. Lakshmi Sowjanya Alla - Company Secretary & Compliance Officer
5. Mr. Kalidindi Satyanarayana Raju - Chief Executive Officer2
1Mr. Rakshit Mathur was appointed as Chief Executive Officer w.e.f. August 01,
2024.
2 Mr. Kalidindi Satyanarayana Raju was resigned as Chief Executive Officer w.e.f.
July 10, 2024.
Mr. Venumuddala Vivek Reddy was appointed as Chief Operating Officer (COO) w.e.f., July
23, 2024 and resigned w.e.f., March 31, 2025.
Declaration by the Independent Directors
The Company has received declarations from all independent directors of the Company
confirming that they continue to meet the criteria of independence, as prescribed under
Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR and other
Regulations. The Independent Directors have also confirmed that they have complied with
the Company's code of conduct.
Policy on Directors' appointment and remuneration and other details
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors and Senior Management personnel
and fix their remuneration. The detailed policy is available on the Company's website at
www.mic.co.in.
Annual Board Evaluation
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
Criteria for Performance Evaluation:
a. Ability of the candidates to devote sufficient time and attention to his
professional obligations as Independent Director for informed and balanced decision
making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent
Directors.
c. Bringing objectivity and independence of view to the Board's discussions in relation
to the Company's strategy, performance, and risk management
d. Statutory Compliance and ensuring high standards of financial probity and Corporate
Governance
e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities
of the Board and accountability under the Director's Responsibility Statement.
Familiarisation Programme
A handbook covering the role, functions, duties and responsibilities and the details of
the compliance requirements expected from the Directors under the Act, and relevant
Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
were given and explained to the Directors.
The newly appointed Directors are given induction and orientation with respect to
Company's Vision, Core purpose, Core Values and Business operations. In addition, detailed
presentations were made by Senior Management Personnel on business environment,
performance of the Company at every Board Meeting.
The above initiatives help the Directors to understand the Company, its business and
the regulatory framework in which the Company operates and enables the Directors to fulfil
their role/responsibility.
Details of Familiarization Programme for the Independent Directors are uploaded on the
website of the Company at www.mic.co.in.
Particulars in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-I
forming part of this Report.
Subsidiary, Associate and Joint Venture Companies
As on March 31, 2025, your Company has two wholly owned subsidiaries namely, M/s. SOA
Electronics Trading LLC, in Dubai, UAE which was incorporated on May 08, 2024 and M/s.
MICK Digital India Limited, which was incorporated on November 08, 2024.
Performance and financial position of each of the subsidiaries, associates and joint
ventures:
As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and
financial position of each of the subsidiaries, associates and joint venture companies of
the Company is enclosed as Annexure-II forming part of this Report.
Consolidated Financial Statements
As per Section 129(3) of the Companies Act, 2013, the consolidated financial statement
of the Company and all its Subsidiaries prepared in accordance with the applicable
accounting standards forms part of this Annual Report. Further, a statement containing
salient features of the financial statements of our subsidiaries in the prescribed form in
AOC-1 is attached as Annexure-II to the Board's Report. As per the provisions of
Section 136 of the Companies Act, 2013, the Company has placed separately the audited
financial statements of its subsidiaries on its website www.mic.co.in and copies of
audited financial statements of the subsidiaries will be provided to the Members at their
request.
Related Party Transactions
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business. There were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions were placed before the
Audit Committee and also the Board for approval, wherever required. Prior omnibus approval
of the Audit Committee was obtained for the transactions which are of a foreseeable and
repetitive nature. A statement giving details of all related party transactions entered
into pursuant to the omnibus approval so granted were placed before the Audit Committee
and the Board of Directors on a quarterly basis. The Company has developed a Policy on
Related Party Transactions for the purpose of identification and monitoring of such
transactions. The policy on Related Party Transactions as approved by the Board was
uploaded on the Company's website www.mic.co.in.
The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the
Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-III forming
part of this Report.
Statement of Particulars of Appointment and Remuneration of Managerial Personnel/
employees:
Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is provided along with a statement containing, inter alia, names of employees employed
throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more,
employees employed for part of the year and in receipt of Rs. 80.50 lakhs or more per
annum, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is enclosed as Annexure-IV forming part of this Report.
Statutory Auditors
At the 33 rd AGM of the Company held on December 27, 2021, the members approved the
appointment of M/s. Bhavani & Co., Chartered Accountants (Firm Registration No.
012139S) as Statutory Auditors of the Company to hold office for a period of five
consecutive years from the conclusion of 33 rd AGM till the conclusion of the 38th AGM to
be held in the year 2026. The requirement to place the matter relating to appointment of
auditors for ratification by Members at every AGM has been removed by the Companies
(Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of statutory auditors at the ensuing AGM.
Auditors' Report
(a) Statutory Auditors Report
The Board of Directors in its meeting held on May 22, 2025 duly reviewed the Statutory
Auditor's Report on the Accounts for the year ended March 31, 2025 and has noted there
were no qualifications/ emphasis of the matter and hence no management replies were
required to be given.
(b) Internal Auditors
During the year under review, the Company has appointed M/s. RKSB & Associates,
Chartered Accountants, as internal auditors to review internal controls and operating
systems and procedures as per the scope of audit.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints
the Internal Auditors of your Company every year in compliance with Section 138 of the Act
read with the Companies (Accounts) Rules, 2014.
(c) Cost Auditors
Pursuant to the rules made by the Central Government under sub-section (1) of Section
148 of the Act, the maintenance of cost records is not applicable to the Company for the
year under review.
(d) Cost Audit Records
Appointment of Cost Auditors is not applicable as the turnover is less than applicable
limit and hence maintenance of cost records was not applicable to the Company.
(e) Secretarial Auditors and Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with
Regulation 24A of SEBI LODR Regulations, as amended, the Board, subject to the approval of
the shareholders, has appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP
No. 5360) proprietor of M/s. RPR & Associates, to undertake the Secretarial Audit of
the Company for a period of five years i.e. from FY 2025-26 to FY 2029-30. The Secretarial
Audit Report issued by RPR & Associates for the period under review in Form MR-3 is in
Annexure-V to this Report. There are no qualifications, reservations or adverse
remarks in the Secretarial Audit Report.
The Board of Directors in its meeting held on July 14, 2025 duly reviewed the
Secretarial Auditors Report for the year ended March 31, 2025.
In terms of the amended SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the
FY 2024-25 from M/s. RPR & Associates, Practicing Company Secretaries which is
enclosed as Annexure-V(A) and forms integral part of this Report and the same was
also intimated to the Stock Exchanges where the shares of the Company are listed.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a
certificate on non-disqualification of directors from Mr. Y Ravi Prasada Reddy,
(Membership No. FCS 5783), Proprietor of M/s. RPR & Associates, Practicing Company
Secretaries (PCS Registration No. 5360) which is enclosed as Annexure- V(B) and
forms integral of this Report.
Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016
During the year under review, no application was made under the Insolvency and
Bankruptcy Code, 2016 and there were no one time settlement with any of the Banks or
Financial Institutions.
Compliance with Secretarial Standards
The Company complied with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
Dividend Distribution Policy
The web link of the Dividend Distribution Policy is placed on the Company's Website
www.mic.co.in for the perusal of the shareholders.
Statement of deviation(s) or variation(s) in the use of proceeds
Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, it is hereby confirmed that
the funds raised of Rs.90 Crores by the Company during the year by way of issue of shares
under preferential allotment through QIP were utilized for the objects for which such
funds were raised and there are no deviations or variations in the use of such proceeds
from the objects stated in the offer document or explanatory statement to the notice for
the general meeting/postal ballot, as applicable.
Corporate Social Responsibility (CSR)
Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013,
CSR Committee of the Board of Directors had framed the policy on Corporate Social
Responsibility and the relevant details have been provided in Annexure-VI and forms
part of this Report.
Management Discussion and Analysis Report
In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis
for the year ended March 31,2025 is enclosed as Annexure-VII and forms integral of
this Report
Corporate Governance
Corporate governance is an ethically driven business process that is committed to
values aimed at enhancing an organization's brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders' expectations. It is imperative that your Company's
affairs are managed in a fair and transparent manner. This is vital to gain and retain the
trust of the stakeholders.
The Report on corporate governance for the year ended March 31, 2025, pursuant to
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is enclosed as Annexure-VIII and forms integral of this Report.
Auditors' Certificate on Corporate Governance
As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the auditor's certificate on corporate governance regarding the compliance of
conditions forms integral of this Report.
Statement containing additional information as required under Schedule V of the
Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II
of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate
Governance, which forms part of this Annual Report.
Risk Management
During the year, the risk assessment parameters were reviewed. The audit committee
reviewed the element of risks and the steps taken to mitigate the risks. In the opinion of
the Board, there are no major elements of risk which have the potential of threatening the
existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms
for the proactive identification and prioritization of risks based on the scanning of the
external environment and continuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the
meetings of the Board. The robust governance structure has also helped in the integration
of the Enterprise Risk Management process with the Company's strategy and planning
processes where emerging risks are used as inputs in the strategy and planning process.
Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations.
Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company. Based on the audit reports, Company
undertakes corrective actions in respective areas and strengthens the control. Significant
audit observations and corrective actions thereon are presented to the Audit Committee of
the Board periodically.
The Board of Directors of the Company have adopted various policies like Related Party
Transactions policy, Whistle Blower Policy and such other procedures for ensuring the
orderly and efficient conduct of its business for safeguarding its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information. The details in
respect of internal financial control and their adequacy are included in the management
discussion & analysis, which forms part of this report.
Financial Statements
The Financial Statements of the Company for FY 2024-25, are prepared in compliance with
the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing
Regulations as well as in accordance with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015. The Audited Financial Statements
together with the Auditors Report thereon forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the
Company, along with relevant documents are available on the website of the Company. The
annual accounts of the subsidiary and related detailed information will be made available
to investors seeking information till the date of the ensuing 37th AGM of the Company.
Listing of Company's Equity Shares
The Company's Equity shares were listed with M/s. BSE Limited and M/s. National Stock
Exchange of India Limited (Stock Exchanges).
Whistle blower Policy
The Company has adopted a Whistle-blower Policy to provide a formal mechanism to the
Directors, Employees and its Stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.
Protected disclosures can be made by a whistle-blower through several channels.
The Policy provides for adequate safeguards against victimisation of employees who
avail of the mechanism and also provides for direct access to the Chairperson of the Audit
Committee. No personnel of the Company have been denied access to the Audit Committee.
The Whistle-blower Policy also facilitates all employees of the Company to report any
instance of leak of Unpublished Price Sensitive Information. The Policy is also posted on
the website of the Company at www.mic.co.in.
Reporting of Fraud
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of
which need to be mentioned in this Report.
Declaration as per Section 134(3) of the Companies Act, 2013
During the year, the statutory auditors and secretarial auditors have not reported any
instances of frauds committed by or against the Company by its Directors/ Officers/
Employees to the Audit Committee or Board under Section 143 (12) of the Companies Act,
2013 and rules made thereof. Therefore, no details are required to be disclosed under
Section 134 (3) (ca) of the Act.
Annual Return
As required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual
Return of the Company for the FY 2024-25 will be placed on the website of the Company at
www.mic.co.in.
Business responsibility and sustainability report (BRSR)
The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report
for top 1,000 listed entities based on market capitalisation. In accordance with the
Listing Regulations, our company does not fall under 1,000 listed entities based on market
capitalisation.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
The Company's goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences and other factors,
and contribute to the best of their abilities. In line to make the workplace a safe
environment, the Company has setup a policy on prevention of sexual harassment in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). Further, the Company has
complied with the provisions under the POSH Act relating to the framing of an anti-sexual
harassment policy and the constitution of an Internal Committee.
The Company has not received any complaints of work place complaints, including
complaints on sexual harassment during the year under review.
S.No. |
Nature of Complaints |
Received |
Disposed-of |
Pending |
1 |
Sexual Harassment |
- |
- |
- |
2 |
Workplace Discrimination |
- |
- |
- |
3 |
Child Labour |
- |
- |
- |
4 |
Forced Labour |
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5 |
Wages and Salary |
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6 |
Other HR Issues |
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Maternity benefit provided by the Company under Maternity Benefit Act 1961
The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible
women employees received the required benefits, including paid leave, continued salary and
service, and post-maternity support like nursing breaks and flexible work options.
Particulars of Loans, Guarantees or Securities or Investments
The Company has not given loans/guarantees during the year under review. However,
during the year under review, the Company has made Overseas Investment of Rs.5122.57 Lakhs
in its wholly owned subsidiary - SOA Electronics Trading LLC, Dubai and Rs.5 Lakhs in its
wholly owned subsidiary - MICK Digital India Limited, India.
The Company's outstanding unsecured loan to M/s. Swift Vitthiya Samavesh Pvt Ltd as on
March 31, 2025 was Rs.173.67 Lakhs.
Managing Director (MD) & Chief Financial Officer (CFO) Certification.
The Managing Director & Chief Financial Officer of the Company have given annual
certification on financial reporting and internal controls to the Board in terms of
Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements)
Regulation, 2015 for the FY 2024-25.
They had also given quarterly certification on financial results while placing the
quarterly results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing
Obligation & Disclosure Requirements) Regulation, 2015.
The annual certificate given by the Managing Director & Chief Financial Officer of
the Company forms integral part of this report.
Meetings of the Board of Directors and its Committees during the Financial Year
2024-25.
During the year under review, the Board convened Five (5) meetings. The dates of the
meetings are May 21, 2024, July 23, 2024, October 15, 2024, November 12, 2024, and
February 12, 2025.
The details were disclosed in the Report on Corporate Governance which forms part of
this Annual Report. The intervening gap between any two meetings was within the prescribed
period.
All the recommendations made by committees of the Board including the Audit Committee
were accepted by the Board. A detailed update on the Board, its composition, detailed
charter including terms and reference of various Board Committees, number of Board and
Committee meetings held during FY 2024-25 and attendance of the Directors at each meeting
is provided in the Report on Corporate Governance, which forms part of this Report.
Committees of the Board
The Composition of Audit Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and
Management Committee are mentioned in the Report on Corporate Governance.
Nomination and remuneration policy
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy which lays down a framework in relation to selection, appointment and
remuneration to Directors, Key Managerial Personnel and Senior Management of the Company.
The details of Nomination and Remuneration Committee and Policy are stated in the
Corporate Governance Report.
Human Resources
The management believes that competent and committed human resources are vitally
important to attain success in the organisation. In line with this philosophy, utmost care
is being exercised to attract quality resources and suitable training is imparted on
various skillsets and behaviour. Various initiatives were undertaken to enhance the
competitive spirit and encourage bonding teamwork among the employees, which resulted to
uninterrupted operations of the Company and could achieve the targeted growth in the
performance of the Company.
Insurance
All properties and insurable interests of the Company including buildings, plant and
machinery and stocks have been fully insured.
Revision of Financial Statements
There was no revision of the financial statements for the year under review.
Compliance with SEBI (LODR) regulations, 2015
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company has signed uniform listing agreement with M/s. BSE Limited and M/s.
National Stock Exchange of India Limited and framed the required policies which are
available on Company's website i.e., www.mic.co.in.
• Board Diversity Policy
• Policy on preservation of Documents
• Policy for determining material subsidiaries
• Whistle Blower Policy
• Familiarisation programme for non-executive directors
• Sexual Harassment Policy
• Policy on related party transactions
• Code of Conduct and Ethics
• Nomination and Remuneration Policy
• Policy to determine materiality
• Code for prohibition of insider trading
• Code of fair disclosure
• EOHS Policy
• Code of conduct and ethics
• Policy on prevention of Sexual Harassment.
• Dividend Distribution Policy.
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. The details of sitting fee paid were given in the Report on
Corporate Governance.
Industry based disclosure
The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures
is not required.
Event based disclosures.
1. Issue of sweat equity share: The Company has not issued any sweat equity shares
during the year under review and hence no information as per provisions of Section
54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014.
2. Issue of shares with differential rights:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employee's stock option scheme: The Company has not issued
any equity shares under Employees Stock Option Scheme during the year under review and
hence no information as per provisions of Section 62(1)(b) of the Act is required to be
given.
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares:
The Company did not purchase or give any loans for purchase of its shares.
5. Preferential Allotment of Shares:
During the year under review, the Company on June 26, 2024, has allotted 1,95,65,217
Equity Shares of Rs.02/- (Rupees Two only) each at a price of Rs.46/- (Rupees Forty-Six
only) each including the premium of Rs.44/- (Rupees Forty-Four only) each to the Foreign
Portfolio Investors (FPIs) through Qualified Institutional Placement (QIP). With this
allotment, the authorised share capital of the Company remains same, i.e.
Rs.75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 37,50,00,000
(Thirty-Seven Crores Fifty Lakhs) equity shares of Rs.02/- (Rupees Two only) each and the
paid-up capital was increased from Rs.44,28,92,686/- (Rupees Forty- Four Crores
Twenty-Eight Lakhs Ninety-Two Thousand Six Hundred and Eighty-Six only) divided into
22,14,46,343 (Twenty-Two Crores Fourteen Lakhs Forty-Six Thousand Three Hundred and
Forty-Three) equity shares of Rs.02/- (Rupees Two only) each to '48,20,23,120/- (Rupees
Forty-Eight Crores Twenty Lakh Twenty-Three Thousand One Hundred and Twenty only) divided
into 24,10,11,560 (Twenty-Four Crores Ten Lakhs Eleven Thousand Five Hundred and Sixty)
equity shares of Rs.02/- (Rupees Two only) each.
Employees Stock Options
No employee was issued Stock Option, during the year equal to or exceeding 1% of the
issued capital of the Company at the time of grant.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect
to the Directors' Responsibility Statement, the Board of Directors of the Company hereby
confirms:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have
been selected and applied consistently and judgments and estimates that are reasonable and
prudent made so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year 2024-25 and of the statement of profit of the Company for
that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The annual accounts for the year 2024-25 have been prepared on a going concern
basis.
v. Proper internal financial controls were in place and the financial controls were
adequate and were operating effectively.
That, a system to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
Appointment of Designated Person
In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the Company to designate a responsible
individual for ensuring compliance with statutory obligations.
The Company has appointed Mr. Kaushik Yalamanchili, Managing Director of the Company as
a Designated Person and the same shall be reported in the Annual Return of the Company.
Data privacy, Data protection, and Cybersecurity
The Company is committed to upholding the highest standards of data privacy and
protection. In light of the increasing reliance on digital infrastructure, the Company has
implemented comprehensive cybersecurity and data protection policies, aligned with
industry best practices and the evolving regulatory framework, including provisions under
the Information Technology Act, 2000, and applicable data protection regulations.
Key initiatives undertaken during the year include:
• Deployment of end-to-end encryption and multi-layered security protocols for
data storage and transfer.
• Regular third-party cybersecurity audits and vulnerability assessments.
• Employee training programs on data protection and cybersecurity awareness.
• Strict access control mechanisms and implementation of role-based permissions.
• Data breach response protocols in accordance with the CERT-In guidelines.
The Company continues to invest in digital infrastructure to ensure robust protection
of stakeholder information and business continuity.
Appreciation
The board wish to place on record its appreciation to employees at all levels for their
hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to streamline all the pending compliances and thereby
to have a fresh start for the Company.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and
Analysis as explained in the Corporate Governance Report, describing the Company's
objectives, projections, estimates and expectations may constitute 'forward looking
statements' within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
circumstances.
Acknowledgement
The board take this opportunity to place on record their sincere thanks to the
suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance
Companies, Central and State Government, Indian Railways, stakeholders and the
shareholders for their support and cooperation extended to the Company from time to time.
The board is pleased to record its appreciation of the sincere and dedicated services of
the employees and workmen at all levels.
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By order of the Board |
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For MIC Electronics Limited |
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Kaushik Yalamanchili |
Sivanand Swamy Mitikiri |
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Managing Director |
Whole-time Director |
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DIN: 07334243 |
DIN:10166966 |
Date: September 01, 2025 |
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Place: Hyderabad |
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