Dear Members,
The Board of Directors are pleased to present your Company's 35th Board's Report on the
Company's business and operations, together with the audited financial statements
(standalone & consolidated) for the financial year ended March 31, 2023.
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 2022-23.
The financial highlights of the Company's standalone operations are as follows:
|
|
(Amount in Rs. Lakhs) |
Particulars |
2022-23 |
2021-22 |
Total Income |
779.75 |
3233.57 |
Total Expenditure |
765.19 |
2952.48 |
Profit before Tax |
14.56 |
281.09 |
Tax expenses/Provision for Tax |
-- |
-- |
Profit after Tax |
14.56 |
281.09 |
Other comprehensive income |
0.40 |
-- |
Transfer to General Reserve |
-- |
-- |
Profit available for appropriation |
-- |
-- |
Provision for Proposed Dividend |
-- |
-- |
Provision for Corporate Tax |
-- |
-- |
The financial highlights of the Company's consolidated operations are as follows:
|
|
(Amount in Rs. Lakhs) |
Particulars |
2022-23 |
2021-22 |
Total Income |
2485.15 |
4625.28 |
Total Expenditure |
2458.91 |
4322.06 |
Profit before Tax |
26.24 |
303.23 |
Tax expenses/Provision for Tax |
1.88 |
(6.95) |
Profit after Tax |
24.36 |
296.28 |
Other comprehensive income |
0.40 |
-- |
Transfer to General Reserve |
-- |
-- |
Profit available for appropriation |
-- |
-- |
Provision for Proposed Dividend |
-- |
-- |
Provision for Corporate Tax |
-- |
-- |
Performance
a) Operations
The total revenue of the Company for the financial year ended March 31, 2023 was
Rs.779.75 Lakhs as compared to the previous year's total revenue of Rs.3233.57 Lakhs.
During this financial year the Company has earned a net profit of Rs.14.56 Lakhs as
against the previous year's net profit of Rs.281.09 Lakhs.
b) Prospects
During the year under review, your company executed regular Annual Maintenance
Contracts (AMC) of Indian Railways and executed certain lighting and display order of
private parties. The Company had received the RDSO approval on 29th March, 2023 for
Passenger Information System (PIS) displays of Indian Railways. Your Company participated
in the tenders worth around Rs.120 Crores and was L1 for around Rs.105 Crores. Letter of
Acceptances have been received for Rs.83.28 Crores. The Company has commenced the
dispatches and installation works from the Month of May 2023 onwards. The management of
the Company is also studying the various other business lines in order to identify and
focus on the profit generating lines apart from the regular AMCs and PIS Divisions of
Indian Railway.
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, 2023. The Company has three segments i.e., LED Products, Medical &
other appliances and Automobiles (EVs).
COVID-19
These are unprecedented times, as our country and the entire world struggle to contain
and combat the COVID-19 pandemic. Amidst such rampant uncertainties, we have abided by
every safety and social distancing norms and have been consistently communicating the same
to both our employees and customers. We stand in solidarity with the Government of India
and all our citizens, and our efforts towards the betterment of one and all will continue,
unabated.
Share Capital
At present 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 only)
equity shares of Rs. 02/- (Rupees Two Only) each and the paid-up capital stand at 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. During the year there was no change in the Share Capital of the Company.
Transfer to reserves
For the financial year ended March 31, 2023, 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 and there was no disinvestment
during the Financial Year ended March 31,2023.
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").
Transfer of unclaimed Dividend(s)/ Shares to Investor Education and Protection Fund
During the FY 2022-23, there was no unpaid/ unclaimed dividend pertaining to FY 2014-15
to be transferred to the Investors Education and Protection Fund (' I EPF') 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 2022-23.
Significant and material orders passed by the regulators
During the FY 2022-23, 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, 2023 to which the financial
statements relates and the date of signing of this report except, Company executed
Agreement of Sale cum General Power of Attorney with M/s. Accord Townships Private Limited
on 07th July, 2023 for the sale of Kushaiguda Property situated at A-4/II, Electronic
Complex, Kushaiguda, Hyderabad - 500 062, admeasuring 4444.44 Sq.Yds, pursuant to the
Members Resolution passed through Postal Ballot on 04th June, 2022 and as approved by the
Board of Directors in the Board Meeting held on 10th November, 2022.
Board of Directors
During the start and end of the FY 2022-23, 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. Manideep Katepalli1 |
07840019 |
Independent Director |
4 |
Mrs. Karuna Gayathri Upadhyayula |
07901195 |
Independent Director |
5 |
Mr. Srinivas Rao Kolli |
07980993 |
Independent Director |
6 |
Mrs. Venkata Naga Lavanya Kandala |
07891405 |
Independent Director |
] Mr. Manideep Katepalli resigned as Director w.e.f. May 26, 2023
Upon recommendations of the Nomination and Remuneration Committee in its meeting held
on May 26, 2023, the Board of Directors in its meeting held on May 26, 2023 had appointed
Mr. Sivanand Swamy Mitikiri holding DIN: 10166966 as Additional Director and Whole-time
Director in professional category for a period of one year subject to the approval of
members within a period of three (3) months from the date of appointment. In this regard
Company has received a notice in writing under Section 160 of the Act from a member
proposing his candidature for the office of Director and further the Board in its meeting
held on May 26, 2023 recommend for the approval of the shareholders, the appointment of
Mr. Sivanand Swamy Mitikiri as Whole-time Director of the Company.
The Board of Directors in its meeting held on March 12, 2022 had appointed Mr. Srinivas
Rao Kolli holding DIN: 07980993 and Mrs. Venkata Naga Lavanya Kandala holding DIN:
07891405 as Additional Directors in the Independent Director category subject to approval
of members within a period of 3 (three) months from the date of their appointment.
The members thorough postal ballot dated June 04, 2022 approved the appointment of Mr.
Srinivas Rao Kolli and Mrs Venkata Naga Lavanya Kandala as Directors of the Company in the
Independent Director category for a period of five years w.e.f., March 12, 2022.
As on the date of this report, the Board of Directors of the Company consists of the
following directors:
Sl.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 |
Mrs. Karuna Gayathri Upadhyayula |
07901195 |
Independent Director |
4 |
Mr. Srinivas Rao Kolli |
07980993 |
Independent Director |
5 |
Mrs. Venkata Naga Lavanya Kandala |
07891405 |
Independent Director |
6 |
Mr. Sivanand Swamy Mitikiri |
10166966 |
Wholetime Director (Additional Director) |
Key Managerial Personnel
During the FY 2022-23, the Company is having the following KMPs
1. Mr. Kaushik Yalamanchili - Managing Director
2. Mr. Muralikrishnan Sadasivan Madurai - Chief Financial Officer
3. Mr. Srikanth Reddy Kolli - Company Secretary1
4. Mr. Srinivasan Arunachalam - Chief Executive Officer
5. Mr. Sivanand Swamy Mitikiri - Company Secretary2
1 Mr. Srikanth Reddy Kolli was resigned as Company Secretary w.e.f. February 14,
2023.
2 Mr. Sivanand Swamy Mitikiri was appointed as Company Secretary w.e.f. February
14, 2023 and was resigned w.e.f. May 26, 2023. Mrs. Lakshmi Sowjanya Alla was appointed as
Company Secretary and Compliance Officer w.e.f. May 27, 2023 in the Board Meeting held on
May 26, 2023.
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, 2023, your Company is having one subsidiary (50.99%)-M/s. Bikewo Green
Tech Private Limited.
As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with
Companies (Accounts) Rules, 2014, a statement containing the salient features of the
financial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure-II forming
part of this Report.
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 to this Report.
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 33rd AGM 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. 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 26, 2023 duly reviewed the Statutory
Auditor's Report on the Accounts for the year ended March 31, 2023 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, Hyderabad 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
The Board has appointed Mr. Y. Ravi Prasada Reddy, Proprietor of M/s. RPR &
Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the
financial year ended March 31, 2023.
The Secretarial Audit for the financial year ended March 31, 2023, was carried out by
M/s. RPR & Associates, Practicing Company Secretaries. The Report given by the
Secretarial Auditors in Form MR-3 dated 20th July 2023 is enclosed as Annexure-V(A) and
forms integral part of this Report.
As per Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of
M/s. Bikewo Green Tech Private Limited (CIN: U749 99TG2016PTC113345), unlisted material
subsidiary of the company for the Financial Year 2022- 23 issued by M/s RPR &
Associates, Practicing Company Secretaries, Hyderabad is annexed herewith as Annexure
-V(B) to this Report. The Secretarial Audit Report does not contain any
qualifications, reservation or adverse remark or disclaimer.
The Board of Directors in its meeting held on July 20, 2023 duly reviewed the
Secretarial Auditors Report for the year ended March 31, 2023 and has noted that there are
no qualifications, observations, or deviations except, delay in payment of listing fee
with the stock exchanges for the year 2022-23
In terms of the amended SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the
FY 2022-23 from M/s. RPR & Associates, Practicing Company Secretaries which is
enclosed as Annexure-V(C) 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(D) and
forms integral of this Report.
Corporate Social Responsibility (CSR)
Since the Company did not have required profits (average net profits for the last three
financial years), it was not obligated to contribute towards CSR activities during FY
2022-23. However, the Company is committed to build its CSR capabilities on a sustainable
basis and undertake CSR activities as and when the opportunity arises.
The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013
is not required to be given as the Company was not required to contribute towards CSR
activities during FY 2022-23.
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 31,2023 is enclosed as Annexure-VI 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, 2023, pursuant to
Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is enclosed as Annexure-VII 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
Your Company had formulated a risk management policy for dealing with different kinds
of risks that it faces in the day-to-day operations of the Company. Risk Management Policy
of the company outlines different kinds of risks and risk mitigating measures to be
adopted by the Board. The Company has adequate internal financial control systems and
procedures to mitigate the risk. The risk management procedure is reviewed by the Board of
Directors from time to time.
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.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiary for FY 2022-23,
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 Consolidated 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, Consolidated Financial Statements along with relevant documents and separate
annual accounts in respect of subsidiary 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 35th 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).
The Company has paid the Annual Listing Fees to the said Stock Exchange for the
Financial Year 2022-23 with delay.
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 2022-23 will be placed on the website of the Company at
www.mic.co.in
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The internal complaints committee was duly constituted as
required. During the financial year ended March 31,2023, the Company has not received any
Complaints pertaining to Sexual Harassment.
Particulars of Loans, Guarantees or Securities or Investments
The Company's outstanding unsecured loan to M/s. Swift Vitthiya Samavesh Pvt Ltd as on
March 31,2023 was Rs.6.62 Crores and the outstanding investment of Rs.3.33 Crores by way
of subscribing to 10,40,300 equity shares of Rs.10/- each at a premium of Rs.22/- each of
M/s. Bikewo Green Tech Pvt Ltd.
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 2022-23.
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 held during the Financial Year 2022-23
During the year under review, the Board met six (6) times. The dates of the meetings
are April 26, 2022, May 25, 2022, July 20, 2022, November 10, 2022, December 02, 2022 and
February 14, 2023.
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 2022-23 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 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
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for non-executive directors
Prevention of 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
Policy for determining material subsidiaries
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 Companies etc., and hence Industry based disclosures
is not required.
Event Based Disclosure
During the year under review, the Company has not taken up any of the following
activities:
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: The Company has not issued any securities
during the year under review.
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 2022-23 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 2022-23 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.
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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Mr Kaushik Yalamanchili |
Mr Sivanand Swamy Mitikiri |
|
Managing Director |
Director |
Date: 20.07.2023 |
DIN: 07334243 |
DIN: 10166966 |
Place: Hyderabad |
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