Dear Members
Your Board of Directors ("Board") has immense pleasure in presenting its 40th
(Forteith) Annual Report on business and operations of MRO-TEK Realty Limited (the Company
or MRO-TEK), along with Audited Financial Statements and the Auditors' Report thereon for
the financial year (FY) ended March 31,2024.
1. FINANCIAL REVIEW:
In compliance with the provisions of the Companies Act, 2013 ("Act"), and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from
time to time ("Listing Regulations"), the Company has prepared its Standalone
Financial statements as per Indian Accounting Standards (Ind AS) for the FY 2023-24.
The financial highlights of the Company's operations are as follows:
(Rs in Lakhs)
| Particulars |
2023-24 |
2022-23 |
| Revenue from operations |
3,513.43 |
3,334.81 |
| Cost of goods/services sold |
1,306.21 |
1,665.64 |
| Net Revenue from Operations |
2,207.22 |
1,669.17 |
| Employee benefits, Administration and Selling Expenses |
-1,480.65 |
-1,336.96 |
| Other Income |
763.77 |
138.20 |
| EBITDA |
1,490.34 |
470.41 |
| Depreciation and Amortization |
243.48 |
260.23 |
| EBIT |
1,246.86 |
210.18 |
| Interest and other Finance Costs |
891.16 |
705.45 |
| Profit /(Loss) before Tax |
355.70 |
-495.27 |
| Total Tax Expenses |
-4.42 |
-120.34 |
| Profit / (Loss) after Taxation (PAT) |
360.12 |
-374.93 |
| Other Comprehensive Income |
-1.78 |
3.33 |
| Net Income 3 |
358.34 |
-371.60 |
A detailed performance analysis on various segments, business and operations is
provided in the Management Discussion and Analysis segment which is annexed to this
report.
Your Company's financial statements for the financial year ended March 31,2024 are
prepared in accordance with Ind AS notified under the Companies (Indian Accounting
Standards) Rules, 2015 including amendments Rules, 2018. Accordingly, numbers for all the
comparative periods have been restated.
A. PERFORMANCE OVERVIEW:
PERFORMANCE: (Standalone)
The Company has achieved a profit of Rs. 358.34 Lakhs during the year as against loss
of Rs. 371.60 Lakhs for the corresponding previous financial year.
The brief review of the financials is as follows:
The revenue from operations from each Business unit wise has been tabulated below:
(Rs. in Lakhs)
| Business unit wise |
2023-24 |
2022-23 |
Increase/ (Decrease) |
| Product |
1,429.98 |
1,347.39 |
82.59 |
| Solutions |
927.02 |
1,211.11 |
(284.09) |
| Real Estate |
1,146.16 |
534.20 |
611.96 |
| EMS (Electronic Contract Manufacturing Service) |
10.27 |
242.11 |
(231.84) |
| Total |
3,513.43 |
3,334.81 |
178.62 |
The Company has strived to retain and regain strength in the core product business by
introducing new dealers and distributers. The Company managed to increase revenue from
Product Business Segment from Rs. 1,347.39 Lakhs (Previous year 2022-23) to Rs. 1,429.98
Lakhs during the financial year 2023-24.
The increase in Product business segment revenue by Rs. 82.59 Lakhs is due to the
introduction of new model Switches / routers, benefit of make in India policy of the
Government and newly introduced regulation on National Security Directive on the
Telecommunication Sector (NSDTS) insisting the telecom/Internet Service Providers to
procure telecom equipment from "trusted source" These Government policies
benefited the Company to increase the revenue under this segment.
The total revenue generated from the Solutions Business Segment decreased from Rs.
1211.11 lakhs to Rs. 927.02 lakhs during the year under review. The Company executed more
number of sites installation related to BCCL project for the year 2022-23 as compared to
the year 202324 resulted in lower recognition of CAPEX revenue during the current year.
However, despite the drop in revenue, the segment results increased by Rs. 193.22 lakhs
due to cumulative OPEX revenue recognition during the year under review
The Company's real estate segment revenue increased from Rs. 534.20 Lakhs (Previous
year 2022-23) to Rs. 1,146.16 Lakhs during the financial year 2023-24.
The revenue from operations from EMS business decreased to Rs. 10.27 Lakhs during the
financial year 2023-24 as against Rs. 242.11 Lakhs for the previous financial year 2022-23
due to acute shortage and disruption in the supply chain of electronic components.
The total sales turnover of the Company stood at Rs. 3,513.43 Lakhs as against Rs.
3,334.81 Lakhs as compared to previous financial year. Details on segmental revenue and
performance are furnished in Note no. 37 on Supplementary Notes to Accounts.
The EBITDA for the financial year 2023-24 is Rs. 1490.34 Lakhs as against positive
EBITDA for the previous year 2022-23 of Rs. 470.41 lakhs.
The increase in interest expense was due to additional borrowings and change in
interest rate resulting in addition expenditure of Rs.185.71 lakhs as compared to
corresponding previous year.
The profit / (Loss) for the year under review is Rs. 360.12 lakhs as against loss of
Rs. 374.93 lakhs during the corresponding previous year 2022-23. The profit before noncash
expenditure is Rs. 603.60 lacs and towards depreciation is Rs. 243.48 lacs.
The net worth of the Company increased to Rs. 6,944.67 lakhs as at 31st March 2024 as
compared to Rs. 6,586.34 lakhs as on 31st March 2023.
The Company has taken various initiatives to expand product base and customer base in
the coming year apart from bagging additional turnkey Solution contracts which can
contribute significant revenues in the year 2024-25.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial statements of the Company and its subsidiary for FY 2023-24 are
prepared in compliance with the applicable provisions of the Act and as stipulated under
Regulation 33 of the SEBI 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 Independent
Auditor's Report thereon forms part of this Annual Report. Pursuant to Section 129(3) of
the Act, a statement containing the salient features of the Financial Statements of the
subsidiary companies in Form AOC-1 forms part of this report as Annexure A to the
Directors Report.
Further, pursuant to the provisions of Section 136 of the Act, the Company will make
available the said financial statements of the subsidiary company upon a request by any
Member of the Company. These financial statements of the Company and the subsidiary
company will also be available for inspection to the Members through electronic mode. The
Members desiring financial statements of the Company, the Consolidated financial
statements along with other relevant documents and the financial statements of the
subsidiary company, may send their request in writing to the Company at cs@mro-tek.com and
the same would also be available on the Company's website URL: https://www.mro- tek.com/
Investors.html.
2. SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118 of the Act, the Company has complied with the
applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs (MCA).
3. DIVIDEND:
In view of the upcoming projects and future investments, the Board did not recommend
any dividend to its shareholders for this financial year. However, the Directors will
strive hard to bring the Company back to dividend track before long.
4. TRANSFER TO RESERVES:
Your Board has not recommended to transfer any amount to the general reserves.
5. SUBSIDIARY COMPANIES:
The Company has one direct wholly owned subsidiary as at March 31,2024, as disclosed in
the accounts.
The following changes have taken place with respect to subsidiaries in the financial
year 2023-2024:
MRO-TEK TECHNOLOGIES PRIVATE LIMITED (MTTPL) was incorporated on December 26, 2022, as
a wholly owned subsidiary of the Company.
Further investment in MTTPL: The Company invested an amount of Rs. 19,00,000 in its
wholly owned subsidiary MTTPL during the financial year.
Keeping in view of the capital requirements, the funding will be worked out carefully
by your Board.
There has been no material change in the nature of the business of the subsidiary
company.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in the nature of business as
prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments between the end of the financial year and
the date of the Report, which affect the financial position of the Company.
8. SHARE CAPITAL:
During the year under review, there has been no change in the Authorised Share Capital
and Paid- up Share Capital of the Company.
The Authorised Share Capital of Rs. 15,00,00,000/ - (Rupees Fifteen Crores Only) is
divided into 3,00,00,000 (Three Crores) Equity Share of Rs. 5/- (Rupees Five only) each
and Paid-up Share Capital of the Company is Rs. 9,34,23,010/- (Rupees Nine Crores Thirty
Four Lakhs Twenty Three Thousand and Ten only) divided into 1,86,84,602 (One Crore Eighty
Six Lakh Eighty Four Thousand Six Hundred and Two) Equity Shares of Rs. 5/- (Rupees Five
only) each.
Disclosure regarding Issue of Equity Shares with Differential Voting Rights
During the financial year under review, the Company has not issued Shares with
Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options
During the financial year under review, the Company has not issued Shares under
Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares
During the financial year under review, the Company has not issued Sweat Equity Shares.
9. DEPOSITS:
The Company has not accepted deposits from the public/ members under Section 73 of the
Act, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under
review.
10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):
a) Director retiring by rotation
In accordance with the provisions of Section 152 of the Act and Articles of Association
of the Company, Mrs. Gauri Aniruddha Mehta (holding DiN: 00720443), who retires by
rotation at the forthcoming
Annual General Meeting and being eligible, offers herself for re-appointment.
Resolution seeking Shareholders' approval for her re-appointment forms part of the Notice.
b) Cessation of Office of Directorship
There is no change in directorship of the Company for the year ended 31.03.2024.
c) Appointment of Directors and KMPs
Directors:
Mr. Aniruddha Mehta, Chairman and Managing Director, upon completion of his tenure of
appointment, was re-appointed as the Chairman and Managing Director effective from May 22,
2024 for a period of five years, subject to the approval of the Shareholders.
Dr. Raghu Nambiar's first term as Independent Director ends on 22nd May, 2024. However,
he will continue as NonExecutive Non-Independent Director in the Company and is proposed
to be appointed as an Independent Director for second term at the ensuing Annual General
meeting to be held for the Financial Year ended March 31,2024.
Based on the recommendations of the Nomination and Remuneration Committee and the
Board, Special resolutions seeking approval of the Shareholders will be placed before the
Shareholders at the Annual General Meeting for the appointments of Mr. H.S. Venkatesh and
Mrs. Nicola Neeladri as Independent Directors for a period of 5 years of second term as
Independent Directors with effect from June 15, 2025.
Key Managerial Personnel:
• Mrs. Shivaleela Reddy resigned from the Office of Company Secretary and
Compliance Officer of the Company with effect from 30th May, 2023.
• Based on the recommendations of the Nomination and Remuneration Committee and
the Board, Mr. Venkatesh Sunduru was appointed as Company Secretary and Compliance Officer
of the Company with effect from 31st May, 2023.
• Mr. Srivathsa resigned from the Office of Chief Financial Officer of the Company
with effect from 31st May, 2024.
• Based on the recommendations of the Nomination and Remuneration Committee the
Board shall appoint, Mr. Rengarajan G. as of Chief Financial Officer of the Company with
effect from 1st June, 2024.
d) Declaration of Independence
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted their declarations that each one of them meets the criteria of independence as
provided under the provisions of Section 149(6) of the Act along with Rules framed
thereunder under Regulations 16(1) (b) and 25 of the Listing Regulations. There has been
no change in the circumstances affecting their status as Independent Directors of the
Company.
During the year under review, the NonExecutive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission, if any, and reimbursement of expenses incurred by them for the purpose of
attending Meetings of the Board/ Committees of the Company.
e) Board Diversity
The Company believes that building a diverse and inclusive culture is integral to its
success. The Company has evaluated the Policy with a purpose to ensure adequate diversity
in its Board of Directors, which enables them to function efficiently and foster
differentiated thought processes at the back of varied industrial and management
expertise. The Board recognizes the importance of diverse composition and has therefore
adopted a Board Diversity Policy. The Policy is made available on the Company's website at
https://www.mro-tek.com/pdf/ BoardDiversitvPolicv.pdf.
11. Annual Board evaluation and Familiarisation Programme for Board Members.
The Board of Directors and the Nomination and Remuneration Committee had carried out an
annual evaluation of its own performance, the Board, the Committees and Individual
Directors pursuant to the provisions of the Act and Listing Regulations on 12 th February,
2024. The performance as a whole was evaluated by the Board after seeking inputs from all
the Directors on the basis of 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.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the SEBI on January 5, 2017. In a separate Meeting of Independent Directors, performance
of Non-Independent Directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Nomination and Remuneration Committee reviewed the performance of individual
Directors on the basis of criteria such as the contribution of the individual Director to
the Board and Committee Meetings, in terms of preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in Meetings, etc. At the Board Meeting
that followed the Meeting of the Independent Directors and Meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual
Directors was also discussed. Performance evaluation of Independent Directors was done by
all the Directors, excluding the Independent Director being evaluated.
A note on the Familiarisation Programme adopted by the Company for orientation and
training of the Directors and the Board evaluation process undertaken in compliance with
the provisions of the Act, and the Listing Regulations is referred herewith is made
available at Company's official website at https://www.mro-tek.com/pdf/
Fimilaization_Programme.pdf
12. Policy on Directors Appointment and Remuneration
In compliance with the provisions of Section 178(3) Act and Regulation 19 of the
Listing Regulations, the Board, on the recommendation of Nomination and Remuneration
Committee has approved the Policy for selection and appointment of Directors. The
aforesaid Policy provides a framework to ensure that suitable and efficient succession
plans are in place for appointment of Directors on the Board. The Policy also provides for
selection criteria for appointment of Directors. The Policy on remuneration can be
accessed at the official website of the Company at http://www.mro- tek.com/pdf/MRO- TEK%20
Nomination and Remuneration Policv.pdf
13. COMPOSITION OF AUDIT COMMITTEE:
As on the financial year ended March 31,2024, the Audit Committee of the Company
consists of four Members and all of them have financial and accounting knowledge. The
Board has accepted all the recommendations made by the Audit Committee during the year
under review.
AUDIT COMMITTEE
| SNO. |
NAME |
DIN |
DESIGNATION |
| 1. |
Mr. H S VENKATESH |
01776040 |
CHAIRMAN |
| 2. |
Ms. NEELA MANJUNATH |
06981005 |
MEMBER |
| 3. |
Dr. RAGHU NAMBIAR |
07325471 |
MEMBER |
| 4. |
Ms. GAURI ANIRUDDHA MEHTA |
00720443 |
MEMBER |
14. NOMINATION AND REMUNERATION COMMITTEE POLICY:
The Board has, on the recommendation of Nomination and Remuneration Committee framed a
Policy for selection and appointment of Directors, Senior Management and for other
employees and their remuneration. The same has been disclosed on the website at www.mro-
tek.com. The composition, criteria for selection of Directors and the terms of reference
of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
| SNO. |
NAME |
DIN |
DESIGNATION |
| 1. |
Dr. RAGHU NAMBIAR |
07325471 |
CHAIRMAN |
| 2. |
Ms. NEELA MANJUNATH |
06981005 |
MEMBER |
| 3. |
Mr. NICOLA NEELADRI |
01997936 |
MEMBER |
| 4. |
Ms. GAURI ANIRUDDHA MEHTA |
00720443 |
MEMBER |
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
a) In the preparation of the accounts for the financial year ended March 31, 2024, the
applicable Accounting Standards have been followed and there are no material departures
from the same;
b) The Directors had selected such Accounting Policies and applied them consistently,
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,2024 and of the loss of
the Company for the financial year under review;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared Annual Accounts of the Company on a ‘going concern'
basis;
e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) The Directors had devised proper systems to ensure compliance with the provision of
all applicable laws and that such systems were adequate and operating effectively.
16. NUMBER OF MEETINGS OF THE BOARD
The Meetings of the Board were held at regular intervals with a time gap of not more
than 120 days between two consecutive Meetings. Additional Meetings of the Board of
Directors were held when necessary.
Six (6) Meetings of the Board were held during the financial year under review on the
following dates: May 09, 2023; August 04, 2023; October 27, 2023; November 09, 2023;
November 29, 2023 and February 12, 2024. For details of Meetings of the Board, please
refer to the Corporate Governance Report, which forms part of this Report as Annexure
III.
The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the
Meetings of the Board of Directors are circulated amongst the Members of the Board for
their perusal.
17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Company continued to maintain, high standards of Internal Control designed to
provide adequate assurance on the efficiency of operations and security of its assets. The
adequacy and effectiveness of the Internal Control across various activities, as well as
compliance with laid-down Systems and Policies are comprehensively and frequently
monitored by your Company's Management at all levels of the organization.
The Audit Committee, which meets at least four times a year, actively reviews internal
control systems as well as financial disclosures, statutory compliances with adequate
participation, inputs from the Statutory, Internal and Secretarial Auditors.
During the financial year, such controls were assessed and no reportable material
weaknesses in the design or operation were observed. Accordingly, the Board is of the
opinion that the Company's Internal Financial Controls were adequate and effective during
financial year 2023-24.
18. AUDIT AND AUDITORS:
(a) Statutory Auditors -
The Statutory Auditor, Messrs K. S. Aiyar and Co, were re-appointed as Statutory
Auditor of the Company at the 37th Annual General Meeting of the Company held on September
30, 2021 through Video Conferencing to hold office for a period of Five (5) consecutive
years, from the conclusion of the ensuing 37th AGM until the conclusion of 42nd AGM to be
held in the calendar year 2026.
The Board has duly examined the Statutory Auditors' Report to the Financial Statements,
which is self-explanatory. Clarifications, wherever necessary, have been included in the
notes to the Financial Statements section of the Annual Report. The Auditors' Report for
the FY 2023-24 does not contain any qualification, reservation or adverse remark for the
year under review. The Auditor's Report is enclosed with the Financial Statements in this
Annual Report.
(b) Secretarial Auditors and Secretarial Audit Report -
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed
Mr. Vijayakrishna K T, Practising Company Secretary (Membership No. FCS-8860), as its
Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the fY 2023-24 is annexed as Annexure - I and forms part of this
Report. The Report does not contain any qualification, reservation, disclaimer or adverse
remark for the year under review.
Pursuant to Regulation 24A of the Listing Regulations, a Secretarial Compliance Report
for the financial year ended March 31, 2024 is annexed as Annexure - II.
(c) Details of frauds reported by the Auditors-
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
have reported to the Audit Committee, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in the
Board's Report.
(d) Internal Auditors -
The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants, Bangalore as
the Internal Auditors of the Company to conduct the audit on basis of a detailed internal
audit plan which is reviewed each year in consultation with the Internal Audit Team and
the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and
provide a report to the Audit Committee of the Company.
(e) Cost Audit-
Maintenance of cost records as specified by the Central Government pursuant to
Section 148(1) of the Act, is not required by the Company and accordingly, such
accounts and records are not made and maintained.
19. RELATED PARTIES TRANSACTIONS:
All Related Party Transactions which were entered into, during the financial year were
on arm's length basis and in the ordinary course of business. There were no materially
significant Related Party Transactions entered by the Company during the year that
required Shareholders' approval under Regulation 23 of the Listing Regulations. Prior
omnibus approval from the Audit Committee is obtained for transactions which are
repetitive in nature. Further, disclosures are made to the Audit Committee on a quarterly
basis. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.
None of the transactions with related parties falls under the scope of Section 188(1)
of the Act. The information on transactions with related parties pursuant to Section
134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are
given in Annexure B to the Directors Report in Form AOC-2 and the same forms part
of this report.
The Company has adopted a Policy for dealing with Related Party Transactions and is
made available on the Company's website at http://www.mro- tek.com/pdf/20 5 15 RPT
Policy.pdf
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
UNDER SECTION 134(3)(M) OF THE ACT:
(a) Conservation of Energy:
Your Company is duly certified under ISO/IEC 27001:2013 (Information security
Management System), ISO /IEC 20000-1:2011 (Information Technology services Management
System), ISO 9001:2015 (Quality Management Systems) and ISO 14001:2015 (Environmental
Management Systems). Every possible effort is being made / introduced to conserve and
avoid wastage of energy. ISO 13485 - for Medical. Defence - AS 9100D is in process. This
has helped us in capturing EMS business from Medical and Defence Industry.
Adequate facilities have been installed for rain water harvesting, recycling of used
water, solar- powered energy and maximum usage of natural lighting and ventilation, and
thus implementing Go Green Policy in its total spirit.
(b) Technology Absorption:
Efforts also continue to maximize utilization of the technological skills, in finding
state-of-the- art solutions, to provide more effective and revolutionary solutions, for
all segments of Networking Products Industry, Information Technology and Drones.
During the financial year, no amount was incurred towards Capital Expenditure in this
division. The in-house technical and commercial teams consistently engage themselves in
their endeavor to indigenize technology and components, as well as implementation of
value-engineering and cost-saving methods.
(c) Foreign Exchange Earnings and Outgo:
Full details of foreign exchange earnings and expenditure are furnished in Financial
statements under Para (c) of Note no. 38 on Supplementary Notes to Accounts.
21. CAPITAL EXPENDITURE:
As on March 31,2024, the gross tangible and intangible assets stood at Rs. 1654.39
Lakhs and the net tangible and intangible assets at Rs. 1082.83 Lakhs. Additions during
the financial year amounted to Rs. 650.56 Lakhs and deletions during the financial year
amounted to Rs. 3.36 Lakhs. In addition to this, as on March, 31,2024, the gross tangible
investment assets stood at Rs. 11,545.80 Lakhs and the net tangible investment assets at
Rs. 11,071.80 Lakhs.
22. RISK MANAGEMENT POLICY:
The Company reviewed risk and laid down a Risk Management Mechanism covering the risk
mapping and trending analysis, risk exposure, potential impact and risk mitigating
process. A detailed exercise is being carried out to identify, evaluate, manage and
monitor and nonbusiness risk. The Audit Committee and the Board periodically review the
risks and suggest steps to be taken to manage/mitigate the same.
The Company has formulated a Risk Management Policy and has in place a mechanism to
inform the Board about risk assessment and minimization procedures and periodical review
to ensure that executive Management controls risk by means of a properly designed
framework. The Policy details are available on the website of the Company at
http://www.mro-tek.com/pdf/MRO- TEK-Risk_Management Management _Policy.pdf.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company believes in building and maintaining a sustainable societal value, inspired
by a noteworthy vision to actively participate, contribute and impact not just individual
lives but create a difference on a social level as well. During the year under review, the
Company was not required to incur any CSR Expenditures during the financial year.
In compliance with Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, the Company has established the CSR Committee.
The Board has adopted the CSR Policy, as formulated and recommended by the CSR
Committee, and is available on the Company's website athttp://www.mro-tek.com/pdf/ CSR
Policy MRO-TEK.pdf.
The disclosure of contents of CSR Policy pursuant to the provisions of Section
134(3)(o) of Actread with Rule 9 of the Companies (Corporate Social Responsibility) Rules,
2014 is therefore not annexed.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE:
There were no significant and material orders passed by the Regulators, Courts or
Tribunals that would impact the going concern status of the Company's operation in the
future.
25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (REVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace in
line with the provisions of the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to
promote a healthy work environment and to provide protection to employees at the workplace
and redress complaints of sexual harassment and related matters thereto. The Company has
in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this Policy. Details of the same, including the details of the
complaints received are provided in the Report on Corporate Governance, which forms part
of this Report.
Following is the summary of sexual harassment complaints received and disposed off
during the financial year 2023-24:
No. of complaints received: NIL No. of complaints disposed off: NIL
26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In compliance with Section 177(9) of the Act, and Regulation 22 of the Listing
Regulations, the Company has a Whistle Blower Policy and has established the necessary
Vigil Mechanism for Directors and employees in confirmation with the above laws, to report
concerns about unethical behavior. The details of the Policy have been disclosed in the
Corporate Governance Report, which is a part of this report and is also available on the
website of the Company at http://www.mro-tek.com/pdf/ Whistle%20Blower%20Policy.pdf
27. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis Report for the financial year under review, is presented in a separate section,
forming part of the Annual Report.
28. CORPORATE GOVERNANCE:
As required under the Act, your Company has taken adequate steps to adhere to all the
stipulations laid down under Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation 2015. A detailed report on Corporate
Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations,
forms part of the Annual Report as Annexure III.
A Certificate from Mr. Vijayakrishna K T, Practising Company Secretary, Bangalore,
confirming compliance to conditions of Corporate Governance, as stipulated under the
Listing Regulations, is annexed to the Corporate
Governance Report. A statement containing additional information as required under
Clause IV of Section II of Part II of Schedule V of the Act, is provided in the Report on
Corporate Governance, which forms part of this Annual Report.
29. ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return is available on the website of the Company
on the following link:https://www.mro-tek.com/pdf/ Annual Return E FORM MGT 7 FY2022
23.pdf
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details relating to loans corporate guarantees and investments covered under Section
186 of the Act, forms part of the notes to the Financial
Statements provided in this Annual Report.
31. CODE OF CONDUCT:
The Company has laid down Code of Conduct for the Directors as well as for all Senior
Management of the Company. In terms of Regulation 26(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015 as amended from time to time, all the Members of
the Board and Senior Management Personnel have affirmed compliance with the Code of
Conduct of the Board of Directors and Senior Management for the FY 2023-24. As prescribed
under Regulation 17 of the Listing Regulations, a declaration signed by the Managing
Director affirming compliance with the Code of Conduct by the Directors and Senior
Management Personnel of the Company for the financial year 2023-24 forms part of the
Corporate Governance Report.
32. PARTICULARS OF EMPLOYEES:
The disclosure pursuant to the provisions of Section 197(12) of the Act, read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure - IV and forms part of this Report.
There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One
Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand
only) per month. Therefore, statement/ disclosure pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be
circulated to the Members and is not attached to the Annual Report.
There are no employees posted and working in a country outside India, not being
Directors or relatives, drawing more than Rs. 1,02,00,000/ - (Rupees One Crore Two Lakhs
only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per
month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
required to be circulated to the Members and is not attached to the Annual Report.
33. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing fees for the financial year
2023-24 to National Stock Exchange of India Limited and BSE Limited where the Company's
Shares are listed.
34. HUMAN RESOURCES MANAGEMENT:
Professionals are the most important assets. The Company is committed to hiring and
retaining the best talent and being among the industry's leading employers. For this, your
Company is focused on promoting a collaborative, transparent and participative
organization culture, and rewarding individual contribution and innovation. The focus on
Human Resources Management is to enable the employees to navigate their next, not just for
clients, but also for themselves.
35. INDUSTRIAL RELATIONS:
Industrial relations have been cordial and constructive, which have helped your Company
to achieve production targets.
36. AWARDS AND RECOGNITIONS:
During the financial year under review, the Company was conferred with various awards
and recognitions, the details of which are provided in a separate section of the Annual
Report.
37. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
form time to time and that such systems are adequate and operating effectively
38. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
39. ACKNOWLEDGEMENTS:
The Directors wish to thank MRO-TEK employees, vendors, customers, investors, and other
partners for their sincere support.
The Directors also take this opportunity to thank all Stakeholders, Government,
Non-Government Agencies, Regulators and Stock Exchanges for their continued support.
41. CAUTIONARY STATEMENT:
The Board's Report and Management Discussion and Analysis may contain certain
statements describing the Company's objectives, expectations or forecasts that appear to
be forward looking within the meaning of applicable securities laws and regulations while
actual outcomes may differ materially from what is expressed herein.
The Company is not obliged to update any such forward-looking statements. Some
important factors which could influence the Company's operations include global and
domestic economic developments, competitor's behaviour, changes in Government Regulations,
Tax laws and litigations.
|
For and on behalf of Board of Directors of MRO-TEK Realty Limited |
|
Aniruddha Bhanuprasad Mehta |
|
Chairman & Managing Director |
|
DIN:00720504 |
|
Address: # 06, New BEL Road, |
| Place: Bengaluru |
Chikkamaranahalli, |
| Date: 16-05-2024 |
Bangalore 560054 |
|