As on: Apr 19, 2024 02:01 PM
Dear Members,
The Directors have pleasure in presenting the 43rd Annual Report of the Company, together with the Audited accounts for the financial year ended 31st March'2023.
Financial Highlights
State of Company Affairs
Currently the Company is not carrying its activities. The management of the Company evaluating opportunities available in current market scenario to revive its activities.
Dividend
The Board of Directors has not recommended any Dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2023.
Transfer to Reserves
The Board of Directors has not proposed to transfer any amount to the General Reserve.
Changes in Share Capital
During the year under review, there is no change in Authorized and Paid-up share capital of the Company.
Material Changes and Commitments affecting the Financial Position of the Company which have occurred between 31stMarch'2023 and 24thAugust'2023.
Date of the Report
No Material Changes and Commitments affecting the Financial Position of the Company have occurred till 24th August'2023.
Nature of Business
There has been no change in the nature of Business of the Company.
Public Deposits
During the year under review, the company has not accepted any deposit pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Annual Return
A copy of the Annual Return as at March 31, 2023 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules, 2014 and forming part of this Report is placed on the website of the Company as per provisions of Section 134(3) (a) and is available at the following link: http://mipcoseamless.com
Director's Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:
i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.
ii) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that were 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 or Loss of the Company for the Year under review.
iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the Annual Accounts on a Going Concern basis.
v) 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.
vi) The Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system were adequate and operating effectively.
Directors and Key Managerial Personnel
a. Retirement by Rotation:
As per Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanjiv Kumar Tandon (DIN: 02579261) who retires by rotation at the conclusion of this 43rd AGM and offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The Directors recommend his re- appointment.
b. Composition of Board of Directors
As on March 31, 2023 the Board constitutes the following directors:
c. Changes in Directors and KMP:
During the year Mr. Ravi Kumar Chennupati, Independent Director has resigned from his office w.e.f. 12th August 2022. The Board extended its appreciation for his valuable service.
The Board of Directors in the same meeting appointed Mr. P Raji Reddy (DIN: 09804427) as Independent Director of the Company.
d. Changes Subsequent the Financial Year
Till the date of the Directors' Report, the following changes took place on the Board/KMP of the Company:
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption is attached herewith as 'Annexure-A'.
Foreign Exchange Earnings and Outgo: During the period under review, there was no Foreign Exchange Earnings or Outflow.
Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Mr. Kashinath Sahu, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as 'Annexure-B'.
During the year under review, there were no qualifications, reservations or adverse remarks reported by Secretarial Auditor under Section 204 of the Companies Act, 2013 in the course of the performance of his duties as Secretarial Auditor.
Annual Secretarial Compliance Report
Secretarial Compliance Report for the financial year ended March 31, 2023, on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s P S Channe & Associates Practicing Company Secretaries and submitted to the BSE Limited (stock exchange).
Corporate Governance and Shareholders Information
In compliance with the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance along with a certificate from a practicing Company Secretary on its compliance and forms an integral part of this Board's Report as "Annexure- C".
Management Discussion and Analysis
Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, Report on Management Discussion and Analysis, is herewith annexed as 'Annexure-D'
Number of Meetings of the Board and Director's Attendance
During the year under review, four Meetings of the Board were convened and held, the details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the limits prescribed under the Companies Act, 2013.
Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board, its Committees and the Directors have carried out annual evaluation / annual performance evaluation, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.
Declaration from Independent Directors on Annual Basis
The Company has received the Declarations from Ms. Nadella Sridevi (DIN: 06579733), Mr.
Raji Reddy Pulakamdla (DIN: 09804427), Independent Directors of the Company to the effect that they are Meeting the criteria of Independence as provided in sub-section (6) of section 149 of the Act and of sub-rule (1) and sub-rule (2) of the Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including the proficiency) of the independent directors.
Statutory Auditors
M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory Auditors of the Company w.e.f August 24, 2023 to fill the casual vacancy caused due to resignation of the Statutory Auditor m/s KVSRY & Associates, Chartered Accountants (Firm Registration No: 08169S). The said auditor will retire at the conclusion of the 43rd AGM and gave their consent for appointment as the Statutory Auditor of the Company for a term of 5 consecutive years till the conclusion of 48th Annual General Meeting. Your directors recommend their appointment.
Internal Control Systems and their Adequacy
The Company has an in house Internal Control System, commensurate with the Size, Scale and Complexity of its Operations. The Scope and Authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit Function reports to the Chairman of the Audit Committee of the Board and to the Chairman and Management.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with Operating Systems, Accounting Procedures and Policies at all levels of the Company.
Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant Audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
Audit Committee
The Board has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary of the Company acts as the Secretary of the Audit Committee. The Composition, Attendance, Powers and Role of the Audit Committee are included in Corporate Governance Report. All the recommendation made by the Audit Committee during the period were accepted by the Board of Directors.
Nomination and Remuneration Committee
The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition, Attendance, Powers and Role of the nomination & Remuneration Committee are included in Corporate Governance Report.
Stakeholders Relationship Committee
The Composition, Attendance, Powers and Role of the Stakeholders Relationship_Committee are included in Corporate Governance Report. The Company Secretary of the Company acts as the Secretary of the Stakeholders' Relationship Committee.
Risk Management Committee
The Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to forming of Risk Management Committee, is not applicable to the Company during the Financial Year under review.
Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013
The Company has not given any Loans nor provided Guarantee nor made any Investments during the Financial Year 2022-2023, which is beyond the limits as per Section 186 of the Companies Act, 2013.
Contracts or Arrangements with Related Parties under Section 188 (1) of the Companies Act, 2013
During the Year, the Company had not entered into any Contract or Arrangement with Related Parties which could be considered 'Material' according to the Policy of the Company on materiality of Related Party Transactions. There were no related party transactions with any person or entity belonging to promoter/ promoter group which holds 10% or more shareholding in the Company. Details of all related party transactions are disclosed in the financial statements.
Policy on Preservation of the Documents
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents of the following type:
(a) documents whose preservation shall be permanent in nature;
(b) documents with preservation period of not less than eight years after completion of the relevant transactions
Vigil Mechanism
The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. The web link for the policy is as follows: http://mipcoseamless.com
Policy on criteria for determining materiality of events
The Company has adopted a Policy in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations). The Policy is authorizing the mentioned Key Managerial Personnel for the purpose of determining materiality of an event or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy on directors' appointment, remuneration & other details
The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.
The Company's shareholders may refer the Company's website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under subsection (3) of section 178.
Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concerns Status and Company's Operations in future
The Company has not received any Significant or Material Orders passed by any Regulatory Authority, Court or Tribunal which shall impact the Going Concern Status and Company's Operations in future.
Details of Subsidiary Companies, Associates and Joint Venture Companies
The Company does not have any Subsidiary, Associate and Joint Venture Companies during the period under review.
Industrial Relations
Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees. It has taken various steps to improve productivity across the organization.
Business Risk Management
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Risk Management Framework to identify, monitor and minimize risks as also identify business opportunities. At present, the Company has not identified any element of risk which may threaten the existence of the Company.
Transfer of Amounts to Investor Education and Protection Fund
Your Company does not have any Unpaid or Unclaimed amounts lying for a period of seven years. Therefore, there were no Funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Particulars of Employees
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any Employee who is employed throughout the Financial Year and in receipt of Remuneration of Rs.120 Lakhs or more, or Employees who are employed for part of the year and in receipt of Rs.8.50 Lakhs or more per month.
Corporate Social Responsibility
The Provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to our Company.
Maintenance of Cost Records
The Provisions relating to maintenance of Cost Records under Section 148 of Companies Act, 2013 are not applicable to the Company.
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for prevention of Insider Trading and the Code for Corporate Disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in Shares of the Company by its Directors, Designated Employees and other Employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, Designated Employees and other Employees from Trading in the Securities of Mipco Seamless Rings Gujarat Limited at the time, when there is Unpublished Price Sensitive Information.
Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to prevent Sexual Harassment of Women at Workplace as per "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to Sexual Harassment at workplace of any women employee. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the Year under review, no complaint of harassment at the workplace was received by the Committee.
Acknowledgement
Your Directors take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.
Your Directors also wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.
By Order of the Board of Directors