Dear Members,
Your Directors have pleasure in presenting the 36th Annual
Report of your Company along with the Audited Accounts of the Company for the financial
year ended March 31,2024.
FINANCIAL HIGHLIGHTS / RESULTS
(Rs.in Lakhs)
| Particulars |
For the financial year 2023-24 |
For the financial year 2022-23 |
| Profit before Depreciation |
20,906 |
13,479 |
| Less: Depreciation |
6,048 |
4,514 |
| Profit Before Tax |
14,858 |
8,965 |
| Exceptional Item (Loss) |
- |
- |
| Less: Taxation |
3,883 |
2,238 |
| Profit after Tax |
10,974 |
6,726 |
| Add: Other Comprehensive Income (net of tax) |
119 |
482 |
| Total Comprehensive Profit |
11,094 |
7,209 |
| Add: Profit brought forward |
74,762 |
68,947 |
| Total profit available for appropriation |
85,856 |
76,156 |
| APPROPRIATIONS: |
|
|
| Adjustment of Income Tax (Earlier year) |
-52 |
-210 |
| Share issue Exp |
-467 |
- |
| Dividend Paid |
-1202 |
-1184 |
| Balance carried to Balance Sheet |
84,135 |
74,762 |
RESULTS OF OPERATIONS
During the year under review, net sales and other income for the
standalone entity increased to Rs 3,14,631 lakhs from Rs 2,13,267 lakhs in the previous
year with increase of 47.53%. The operating profit (PBDIT) witnessed an increase of 68.44%
from Rs 17,580 lakhs in 2022-23 to Rs 29,612 lakhs in 2023-24. However, profit after tax
(PAT) showed an increase of 63.13% at Rs 10,974 lakhs from Rs 6,727 lakhs in the previous
year.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to the
General Reserve.
DIVIDEND
Pursuant to the approval of the Board on August 7, 2023, your Company
paid an Interim dividend of Rs 2/(i.e. 40%) per equity share of face value of Rs 5/each,
to shareholders whose names were in the register of members as on August 16, 2023, being
the record date fixed for this purpose. The Board thought it prudent not to recommend a
final dividend for this year as the interim dividend of Rs 2/per equity share declared by
the Board on August 7, 2023 was considered as the final dividend for the financial year
2023-24. Thus, the total dividend for the financial year 2023-24 remains Rs 2/per equity
share.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act
and the Companies (Management and Administration) Rules,
2014, the Annual Return in Form MGT-7 which will be filed with the
Registrar of Companies/MCA, can be accessed on the website of the Company i.e.
www.mangroup.com.
SUBSIDIARY COMPANIES
The Company is having Five Subsidiary companies falling under the
purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the
Companies (Accounts) Rules, 2014, a report on their performance and financial position is
presented herein below:
| Sr. No. Name of the Subsidiary Companies |
Performance |
| 1. Merino Shelters Private Limited (Incorporated in India) |
During the year 2023-24, the Company achieved a Total Income
of Rs 3.92 Lakhs compared to Nil in the previous year. The Loss After Tax is Rs 598.31
Lakhs compared to Loss of Rs 42.94 Lakhs in the previous year. |
| 2. Man Overseas Metal DMCC (Incorporated in UAE) |
The Company achieved a net profit of AED 52.73 Lakhs during
the financial year 202324 as compared to net profit of AED 0.43 Lakhs in the previous
year. |
| 3. Man USA Inc (Incorporated in USA) |
The net revenue during the financial year 2023-24 of the
Company stood at USD Nil as compared to USD Nil in the previous year. |
| 4. Man Offshore and Drilling Limited (Incorporated in India) |
Man Offshore and Drilling Limited is yet to start operation
and there has been no business activity till the financial year ended 31st March, 2024. |
| 5. Man Stainless Steel Tubes Limited (Incorporated in India) |
During the year 2023-24, the Company achieved Revenue from
Operations of Rs 9.96 Lakhs compared to Nil in the previous year. The Loss After Tax is Rs
125.36 Lakhs compared to Loss of Rs 53.71 Lakhs in the previous year. |
In accordance with proviso to Section 129(3) read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient features of the financial
statements of the Company's Subsidiaries in Form AOC-1 is attached to the financial
statements of the Company and forms part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its
Subsidiaries for the financial year ended March 31,2024, prepared in accordance with the
Companies Act, 2013 and Ind AS-110 on Consolidated Financial Statements form part of this
Annual Report and same shall also be laid in the ensuing Annual General Meeting in
accordance with the provisions of Section 129(3) of the Companies Act, 2013.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the Standalone and Consolidated Financial Statements of the Company along with the
documents required to be attached thereto and separate financial statements in respect of
its subsidiary companies are available on its website i.e. www.mangroup.com and are also
available for inspection at its Registered Office.
DIRECTORS & KMPs
Mrs. Heena Vinay Kalantri (DIN: 00149407), Non-Executive Director is
liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting
and being eligible, offers herself for re-appointment. Appropriate resolution for her
re-appointment is being placed before the members for approval at the ensuing Annual
General Meeting. Brief resume of Mrs. Heena Vinay Kalantri and other information has been
given in the notice convening the Annual General Meeting. Your directors recommend her
reappointment.
Based on the recommendation of the Nomination & Remuneration
Committee, the Board of Directors at their meeting held on February 5, 2024 had appointed
Mr. Rabi Bastia (DIN: 05233577) as an Additional Independent Non-Executive Director of the
Company. Mr. Rabi Bastia appointment was regularized in the Extra Ordinary General Meeting
held on February 29, 2024 as an Independent Director of the Company, not liable to retire
by rotation, to hold office for a term of 5 (five) consecutive years commencing from
February 5, 2024 to February 4, 2029.
Mrs. Renu Purshottam Jalan (DIN: 08076758), Mr. Narendra Mairpady (DIN:
00536905) and Mr. Rabi Bastia (DIN: 05233577) act as an Independent Directors and they
have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations,
2015.
Mr. Pramod Kumar Tandon has completed his second and final term as an
Independent Director of the Company on March 31, 2024. The re-appointment of Mr. Pramod
Kumar Tandon for the second term was made on April 1,2019, for a period of 5 years.
Accordingly, he has retired as an Independent Director with effect from March 31,2024.
The Board appreciated the valuable guidance and services provided by
Mr. Pramod Kumar Tandon during his tenure as an Independent Director of the Company.
Mr. Ashok Gupta, Chief Financial Officer and Key Managerial Personnel
was superannuated on March 31,2024, after a successful long career stint with MAN Group
and based on the recommendation of the Nomination & Remuneration Committee and Audit
Committee, the Board of Directors at their meeting held on March 30, 2024 had appointed
Mr. Sanjay Kumar Agrawal as the Chief Financial Officer and Key Managerial Personnel of
the Company with effect from April 1,2024.
BOARD EVALUATION
Provisions of Section 134(3), 149(8) and Schedule IV of the Companies
Act, 2013 read with Regulation 4(2)(f)(9) of the SEBI Listing Regulations, 2015 mandates
that the Board shall monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its Committees and Individual Directors. The annual evaluation
process of the Board of Directors, its Committees and the Individual Directors including
the Chairman of the Company was carried out in the manner prescribed by the Companies Act,
the guidance note on Board Evaluation issued by SEBI and as per the Corporate Governance
requirements prescribed by SEBI Listing Regulations.
A structured questionnaire was circulated for reviewing the functioning
and effectiveness of the Board, its Committees, the Individual Directors including the
Chairman of the Company. All the directors participated in the evaluation survey. The
evaluation criterion for the Directors was based on their participation, contribution and
offering guidance to and understanding of the areas which are relevant to them in their
capacity as members of the Board. Responses were analyzed and the results were
subsequently discussed by the Board. Recommendations arising from the evaluation process
was considered by the Board to optimize its effectiveness.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2023-24, 10 (Ten) Board Meetings of the
Company were held on May 18, 2023, July 26, 2023, August 7, 2023, October 7, 2023,
November 8, 2023, December 1, 2023, January 23, 2024, February 5, 2024, March 13, 2024 and
March 30, 2024.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Mr. Narendra Mairpady, Mrs. Renu
Jalan, Independent Directors and Mr. Nikhil Mansukhani, Managing Director of the Company.
Mr. Narendra Mairpady was appointed as Chairman/Member of the Audit Committee w.e.f. 1st
April, 2024 in place of Mr. Pramod Kumar Tandon, who has completed his second and final
term as an Independent Director of the Company on March 31,2024. The Company Secretary is
the Secretary to the Committee. There has not been any instance during the year when
recommendations of the Audit Committee were not accepted by the Board of Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of the Listing Regulations and the
Companies Act, 2013, the Company is required to conduct the Familiarization Programme for
Independent Directors (IDs) to familiarize them about their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., through various initiatives. Directors are made aware
of the significant news developments and highlights from various regulatory authorities
viz. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA),
etc.
The Directors are regularly apprised about their roles, rights and
responsibilities in the Company from time to time as per the requirements of the Listing
Regulations with the Stock Exchanges and Companies Act, 2013 read together with the Rules
and Schedules thereunder. The policy and details of familiarization programme imparted to
the Independent Directors of the Company is available at www.mangroup.com
DIVIDEND DISTRIBUTION POLICY
Your Company has a Dividend Distribution Policy, in compliance with the
SEBI Listing Regulations. The Policy is available on the Company's website
https://mangroup.com/shareholder-information/#coc. In terms of the Policy, equity
shareholders of the Company may expect dividend if the Company has surplus funds after
taking into consideration relevant internal and external factors enumerated in the Policy
for declaration of dividend.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration
Committee, framed and adopted a policy for selection and appointment of Directors, Senior
Management and their remuneration pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations, 2015.
The salient features of the Policy, are :
a. Appointment and remuneration of Director, Key Managerial Personnel
and Senior Management Personnel.
b. Determination of qualifications, positive attributes and
independence for appointment of a Director (Executive/NonExecutive/Independent) and
recommendation to the Board matters relating to the remuneration for the Directors, Key
Managerial Personnel and Senior Management Personnel.
c. Formulating the criteria for performance evaluation of all
Directors.
d. Board Diversity
The Company's policy inter-alia, on Directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under the Act is available on the
website of Company at www.mangroup.com
DIRECTORS RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with Indian
Accounting Standards (Ind AS) under the historical cost convention on accrual basis except
for certain financial instruments, which are measured at fair values, the provisions of
the Act (to the extent notified) and guidelines issued by the Securities and Exchange
Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Companies Act,
2013 ('the Act'), read with Rule 3 of the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has
adopted all the Ind AS standards and the adoption was carried out in accordance with
applicable transition guidance. Accounting policies have been consistently applied except
where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
• In preparation of the annual accounts for the financial year
ended March 31,2024, the applicable accounting standards have been followed.
• They have selected such accounting policies and applied them
consistently and made judgments 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 and loss of the Company for that period.
• They have taken proper and sufficient care towards 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.
• They have prepared the annual accounts on a going concern basis.
• They have laid down internal financial controls, which are
adequate and are operating effectively.
• They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company maintains appropriate systems of internal controls,
including monitoring procedures, to ensure that all assets and investments 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.
The Company is having an independent Internal Audit Department assisted
by external professionals for assessing and improving the effectiveness of internal
financial control with reference to financial statements and governance. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
As a part of initiative under "Corporate Social
Responsibility" (CSR), the Company has contributed funds towards promotion of health
care, cleanliness and sanitation education, women empowerment, environmental
sustainability and rural welfare programs. CSR activities were undertaken by the Company
all over India including in and around plant locations that is Anjar, Gujarat; Pithampur,
Rajasthan, Madhya Pradesh and Mumbai where the Head office of the Company is located.
A brief outline of the CSR policy of the Company and the details of
activities/initiatives taken by the Company on CSR during the year as per annexure
attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been
appended as Annexure 'A' to this Report. The said policy is available on the website of
the Company at www.mangroup.com
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per Regulation 34(2)(f) of the Listing Regulations, inter alia,
provides that the Annual Report of the top 1000 listed entities based on the market
capitalization calculated as on March 31 of every financial year shall include a Business
Responsibility and Sustainability Report describing the initiatives taken by the Company
from the environmental, social and governance perspective. Man Industries (India) Limited
is one of the top 1000 listed entities as on March 31,2024, is presenting its Business
Responsibility and Sustainability Report for the financial year 2023-24 ("BRSR")
and the same is enclosed as Annexure 'B' to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
In accordance with the provisions of Section 134(3)(g) read with
Section 186(4) of the Companies Act, 2013, the particulars of loans given, investments
made, guarantees given and securities provided, if any, have been disclosed in the
financial statements.
VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
and Listing Regulations, 2015, the Company has adopted a Whistle Blower Policy to provide
a mechanism to its directors, employees and other stakeholders to raise concerns about any
violation of legal or regulatory requirements, misrepresentation of any financial
statement and to report actual or suspected fraud or violation of the Code of Conduct of
the Company.
The Policy allows the whistleblowers to have direct access to the
Chairman of the Audit Committee in exceptional circumstances and also protects them from
any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be
accessed on the Company's website www.mangroup.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2)(f) & and other applicable regulation read
with Schedule V of Listing Regulations, 2015 is presented in a separate section and forms
part of the Annual Report.
CORPORATE GOVERNANCE REPORT
A Separate Report on Corporate Governance along with a certificate from
the Secretarial Auditors of the Company confirming the compliance of the conditions of
Corporate Governance by the Company as required under Para E of Schedule V to the Listing
Regulations, 2015 is annexed hereto and forms an integral part of this Report.
DEPOSITS
During the year under review, your Company neither accepted any
deposits nor there were any amounts outstanding at the beginning of the year which were
classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V of the Companies Act,
2013 is not applicable.
RISK MANAGEMENT
The Company has a risk management framework for the identification and
management of risks. The Company has been following the processes and procedures for
assessment and mitigation of various business risks associated with the nature of its
operations and such adaptation has helped the Company to a very large extent. In line with
the requirement under the SEBI Listing Regulations, the Company has constituted a Risk
Management Committee (RMC) comprising of members of the Board and Senior Management
personnel. The composition of RMC is provided in the Corporate Governance Report, which
forms part of this Report. RMC is entrusted with the responsibility of overseeing
strategic, operational and financial risks that the organisation faces, along with the
adequacy of mitigation plans to address such risks. The ultimate responsibility for
framing, implementing and monitoring the risk management plan for the Company lies with
the Board of Directors.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board of Directors has laid down standards, processes and
procedures for implementing the internal financial controls across the organization. After
considering the framework of existing internal financial controls and compliance systems;
work performed by the Internal, Statutory and Secretarial Auditors and External
Consultants; reviews performed by the Management and relevant Board Committees including
the Audit Committee, the Board of Directors are of the opinion that the Company's internal
financial controls with reference to the financial statements were adequate and effective
during the financial year 2023-24.
AUDITORS AND THEIR REPORTS
(A) STATUTRY AUDITORS:
M/s. A Sachdev & Co., Chartered Accountants (Firm registration
number: 001307C) were appointed as the Statutory Auditors of the Company in the 34th
Annual General Meeting (AGM) of the Company held on 29th September, 2022 to
hold office for a period of five years from the conclusion of the 34th AGM till
the conclusion of the 39th AGM of the Company.
Auditors report, qualifications and explanation:
No frauds have been reported by the Statutory Auditors during the
financial year 2023-24 pursuant to the provisions of Section 143(12) of the Companies Act,
2013.
(B) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
In accordance with the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors have appointed M/s Mayank Arora & Co., Company
Secretaries as Secretarial Auditor of the Company for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended March 31,2024
is set out in Annexure 'C' to this Report.
The remarks mentioned in said Secretarial Audit Report is
self-explanatory.
(C) COST AUDITORS
In accordance with the provisions of Section 148 of the Companies Act,
2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of
Directors, has on the recommendation of the Audit Committee, appointed M/s. M.P. Turakhia
& Associates, Cost Accountants as Cost Auditors of the Company for the financial year
2024-25 at a remuneration of Rs1,25,000/(Rupees One Lakh Twenty-Five Thousand Only) plus
applicable taxes for conducting the Cost Audit subject to ratification of such
remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a
resolution seeking Members' ratification for the remuneration payable to the Cost Auditors
forms part of the Notice convening the ensuing Annual General Meeting.
SECRETARIAL STANDARDS OF ICSI
The Company has complied with the applicable mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of employees and related disclosures as required under the
provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out
in Annexure 'D' to this Report.
A statement comprising the names of top 10 employees in terms of
remuneration drawn and every person employed throughout the year, who were in receipt of
remuneration in terms of Rule 5 (2) & 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure 'E' and
forms an integral part of this Report.
The above Annexure is not being sent along with this Annual Report to
the Members of the Company in line with the provision of Section 136 of the Companies Act,
2013. The aforesaid Annexure is available for inspection by Shareholders at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours (working days) of the Company.
DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Details with respect to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out
in Annexure 'F' to this Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year under review were on arm's length basis and were in the ordinary course of
the business. In compliance with the terms of the 'Policy on Related Party Transactions',
no contracts, arrangements or transactions were entered into by the Company with the
Promoters, Key Managerial Personnel or other designated persons which would be considered
materially significant and which may have potential conflict of interest with the company
at large. The Policy on materiality of related party transactions and on dealing with
related party transactions as approved by the Board may be accessed on the Company's
website www.mangroup.com
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 'G' to the Board's Report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a healthy environment to all its
employees and has zero tolerance for sexual harassment at workplace. In order to prohibit,
prevent and redress complaints of sexual harassment at workplace, it has constituted a
Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint of Sexual harassment during
the financial year 2023-24.
GENERAL PROVISIONS
Safety, Health and Environment
During the year, the Company continued to focus on resource
conservation and reduction in generation of hazardous wastes and enhanced its efforts to
positively impact the environment in which it operates. All the manufacturing facilities
and processes are subject to regular inspections and a Safety Audit is carried out
meticulously at Anjar plant and preventive measures are taken to ensure high standards of
safety. There have been regular trainings right from the employee induction stage and
further on continual basis to reinforce safety habits by it's employees. Your Company has
taken adequate insurance cover for all its plants as well as for third party liabilities
and continues to work towards the improvement of our environment, healthy and safe
management system.
The company has also been organizing the camps for Blood donation and
also yoga trainings for its employees.
Human Resources and Industrial Relations
In your Company, employees continue to be the key driving force of the
organization and remain a strong source of our competitive advantage. We believe in
aligning business priorities with the aspirations of employees leading to the development
of an empowered and responsive human capital.
Attracting, retaining and motivating employees and creating an
environment that nurtures them to deliver their best have been a constant practice
followed by your Company. Your Company continues to invest in training, refining its goal
setting and performance evaluation processes through which employees can share best
practices and seek support to drive change and improvement. Further, the company remains
committed for the employee engagement activities such as employee Sports events and
Festival celebrations etc. to keep its employees interested to achieve higher milestones.
Share Capital
Pursuant to the approval of the members by way of special resolution
passed in the Extra-Ordinary General Meeting held on November 1, 2023, the Board of
Directors of the Company had allotted 25,00,000 convertible warrants to Man Finance
Private Limited (MFPL), a promoter group entity on preferential basis, during the
Financial Year 2023-24.
Pursuant to the approval of the members by way of special resolution
passed in the Extra-Ordinary General Meeting held on February 29, 2024, the Board of
Directors of the Company has allotted 46,32,133 Equity Shares to Non-Promoter on a
preferential basis, during the Financial Year 2023-24.
Consequently, as on the date of this Report, the share capital of the
Company is as follows:
The Authorized Share Capital of the Company is Rs40,00,00 000/(Rupees
Forty Crore Only) divided into 8,00,00,000 (Eight Crore) Equity Shares of Rs5/(Rupees Five
Only) each.
The subscribed and paid-up share capital of your Company stands at Rs
32,36,75,940/(Rupees Thirty Two Crores Thirty Six Lakhs Seventy Five Thousand and Nine
Hundred Forty only) consisting of 6,47,35,188 equity shares of Rs 5/(Rupees Five) each.
Your Company's equity shares are listed and traded on BSE Limited and
National Stock Exchange of India Limited.
Insurance
All the insurable interests of your Company including inventories,
buildings, plant and machinery and liabilities under legislative enactments are adequately
insured.
Transfer of unpaid/unclaimed dividend to Investor Education and
Protection Fund
The Company has transferred Rs15,87,872/to Investor Education and
Protection Fund in relation to unpaid and unclaimed dividend amount pertaining to
financial year 2015-16.
Disclosure
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year.
RESIDUARY DISCLOSURES
i. During the financial year 2023-24, the Company has not issued equity
shares with differential rights as to dividend, voting or otherwise. Hence, disclosure
under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not
applicable;
ii. During the financial year 2023-24, the Company has not issued sweat
equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014 is not applicable;
iii. During the financial year 2023-24, the Company has not issued
shares under Employees Stock Option Scheme;
iv. During the financial year 2023-24, no significant or material
orders have been passed by the Regulators or Courts or Tribunals which impact the going
concern status of the Company and its operations in future. Hence, disclosure under Rule
8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;
v. During the financial year 2023-24, there have been no material
changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this Report. Hence, disclosure under the provisions of
Section 134(3)(l) of the Companies Act, 2013 is not applicable;
vi. During the financial year 2023-24, there has been no change in the
nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies
(Accounts) Rules, 2014 is not applicable;
vii. During the financial year 2023-24, no Whole-Time Directors of the
Company has received any commission from the Company, nor have they received any
remuneration or commission from the subsidiary of the Company.
viii. SEBI had issued a Notice in respect of the Forensic Audit. MIIL
& Ors. had filed settlement application in September, 2022. The Company has submitted
the revised settlement term on November 1, 2023 with the SEBI and the same is sub-judice
before Hon'ble Bombay High Court due to non-consideration of Settlement Application by
SEBI. The outcome of the same is awaited.
ix. The Company had in the year 2020 called the Record Date as
contemplated in the Scheme of arrangement (Demerger) between the Company and Man
Infraprojects Limited (MIPL). However, MIPL disputed the record date called by the Company
in the Hon'ble Bombay High Court, and till date has not issued and allotted the aforesaid
Shares to the Shareholders of the Company. The Company approached the Hon'ble Bombay High
Court with list of eligible shareholders as on the said record date called by the Company,
requesting the Court to give suitable directions to Man Infraprojects Limited (MIPL) in
relation to the issuance and allotment of free Equity Shares to the shareholders of the
Company pursuant to the Scheme of Arrangement (Demerger) between the Company and MIPL. The
matter is sub-judice in the Hon'ble Bombay High Court.
x. SEBI passed an order bearing reference No. BD/VS/2019-20/5246 dated
October 30, 2019, imposing a penalty of INR 5,00,000. MIIL filed Appeal No. 95 of 2020
before the Hon'ble Securities Appellate Tribunal (herein referred as "SAT")
against the order which was dismissed on September 2, 2022. Being aggrieved, MIIL filed an
appeal before the Hon'ble Supreme Court in October 2022 and the matter was dismissed by
the Hon'ble Supreme Court.
xi. SEBI vide its order dated 25.10.2022 had imposed a penalty of Rs 5
lacs, under Section 15A(b) of the SEBI Act, 1992 read with Section 23E of the Securities
Contracts (Regulation) Act, 1956 SCRA alleging delay disclosure to the Stock Exchange and
consequently violating certain clauses of the Listing Agreement. MIIL & Ors. had filed
an appeal before Hon'ble SAT against the aforesaid SEBI order. SAT vide its order dated
19.01.2023 quashed and set aside the impugned Order. SEBI has filed an appeal before
Hon'ble Supreme Court and the same is sub-judice and pending adjudication.
ACKNOWLEDGEMENTS
The Directors wish to acknowledge and place on record their sincere
appreciation for the assistance and co-operation received from all the members, regulatory
authorities, customers, financial institutions, bankers, lenders, vendors and other
business associates.
The Directors also recognize and appreciate all the employees for their
commitment, commendable efforts, teamwork, professionalism and continued contribution to
the growth of the Company.
|
For and on behalf of the Board |
| Place: Mumbai |
R. C. Mansukhani |
| Dates: August 12, 2024 |
Chairman |
|