TO THE MEMBERS,

1. Your Directors are pleased to present the 35th Annual Report and the Audited Statement of Accounts of the Company for the year ended March 31, 2021.

2. Financial Results

(Rs in crores)

3. Dividend

The Directors do not recommend any dividend on equity shares on account of loss incurred during the financial year ended March 31,2021.

4. Transfers To Reserves

In view of losses for the year under review, no amount has been transferred to the Reserves.

5. Operations

5.1. General -

The income from operations and other income during the year was Rs 25.29 Cr as compared to Rs 44.84 Cr in the previous year.

5.2 Engineering -

5.2.1 The Revenue from engineering operation during the year was Rs 16 Cr as against Rs 35 Cr in previous year. During the year, executions of many projects were severally affected due to national lockdown declared by Central Government because of Covid-19 Pandemic.

The Company has lodged claims for establishment cost and time overruns which are under active consideration. As per the policy of the Company these will be considered only on acceptance by client.

5.3 Infotech -

Revenue from Infotech Segment during the year was Rs 6.72 Cr.

6. Note on covid-19 Pandamic

During the second wave of Covid-19 no national lockdown was declared by the central government. Instead, the strategy of micro-containment zones was adopted and various state/local governments have announced lockdowns / restrictions of varying degrees. Accordingly, some sites of the Company were closed or working on revised timings in accordance with local guidelines.

In locations where sites were open, the necessary hygiene protocols, safety precautions and social distancing requirements were being followed at shop floor level, where mandated, staff were in office on a rotational basis and in accordance with local guidelines.

Based on the internal and external information the Company has considered the possible impact of Covid-19 pandemic on its operation, liquidity position, recoverability of assets balance at 31st March, 2021. The management will continue to monitor any material changes arising out of this pandemic on its financials and operational performance and take necessary measures accordingly.

7. human Resource Development

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition System enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth.

8. Fixed Deposits

The Company is authorized to accept Fixed Deposits up to 35 % of aggregate of the paid-up share capital, free reserves and securities premium account in terms of Companies (Acceptance of Deposits) Rules, 2014 only from its Members. The Company has not accepted any fresh Deposits during the year under review, Fixed deposits repaid during the year amounted to Rs 4.43 Crs and matured & unclaimed deposits as at the end of the year were Rs 0.11 Crs. The Company held Rs 0.59 Crs as Fixed Deposits as of March 31,2021. There has been no default in repayment of deposits or payment of interest thereon during the year. There are no Fixed deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

9. Statutory Auditor

M/s. Bhushan Khot & Co., Chartered Accountants (Firm Registration No. 116888W) are the Statutory Auditors of the Company for the year ended March 31, 2021. In terms of provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Bhushan Khot & Co., Chartered Accountants (Firm Registration No. 116888W) were appointed as Statutory Auditors of your Company at the 34th Annual General Meeting held on September 29, 2020, for a term of five consecutive years from the conclusion of 34th Annual General Meeting of Company till the conclusion of its 39th Annual General Meeting to be held in the year 2025. The Company has received a certificate from the auditors confirming that they are not disqualified from continuing as Auditors of the Company.

10. Corporate Governance Report

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 ("LODR Regulations, 2015") a report on Corporate Governance Annexure-lll, along with Practising Company Secretaries Certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report as Annexure-l.

A Certificate of the Chief Executive Officer as per Companies Act, 2013 and Chief Financial Officer of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

11. Annual Return

A copy of the annual return as provided under section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014, which will be filed with the Register of Companies / MCA, is hosted on the Company website and can be accessed at www.mukandengineers.com.

12. Meetings of the Board and its committees

During the year under review, 4 (Four) Board Meetings of the Board of Directors of the Company were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and as per the relaxation granted by the MCA due to Covid -19 pandemic and Listing Regulations, 2015. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

13. Details in respect of frauds reported by auditors under section 143(12) of the companies Act, 2013.

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

14 Disclosure Regarding company's policies under companies Act, 2013 and (LODR) Regulations, 2015

The Company has framed various policies as per LODR Regulations, 2015 & Companies Act, 2013; viz

i) Remuneration

ii) Determining material subsidiary

iii) Performance evaluation of the Board, Committees and Directors,

iv) Materiality of Related Party Transactions,

v) Whistle Blower/Vigil Mechanism

vi) Archival Policy for disclosure

vii) Board diversity and

viii) Code of Conduct for Directors are displayed on the website of the Company www.mukandengineers.com.

The brief about the policies are given in Annexure-V.

15. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forming a part of this Annual Report.

16. Vigil Mechanism/Whistle Blower Policy

The purpose of the policy is to provide a framework to promote responsible and secure Whistle Blowers and to protect Directors/Employees wishing to raise a concern about serious irregularities within the Company. During the year under review, no reporting under Vigil Mechanism was made by any Employee or Director of the Company. The Whistle Blower Policy has been available on the website of the Company at www.mukandengineers.com.

17. Material Subsidiary

Your Company does not have any material subsidiary as per the thresholds laid down under the Listing Regulations, 2015. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations, 2015 as amended from time to time. The Policy has been uploaded on the Company's website viz www.mukandengineers.com.

18. Performance Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

19. Details of Significant and Material Orders passed by the Regulators or courts or Tribunal impacting the going concern status and company operations in Future

The Company had filed Company Scheme Petition for its merger with Mukand Ltd. seeking sanction of the National Company Law Tribunal (NCLT), Mumbai Bench. The Scheme is pending approval of NCLT. Upon filing of NCLT Order with Registrar of Companies, the Scheme shall become operative with effect from the appointed date (1st April, 2019) and the Company shall stand dissolved without winding up. The financial statements under review have been prepared on a going concern basis.

20 other lnformation

20.1 As the Company does not own an undertaking where manufacturing operations are carried out, the requirement of information to be furnished under Section 134(3) (m) of the Companies Act, 2013 is not applicable.

20.2. During the year, under review there were no foreign exchange earnings and expenditure.

20.3 There are no employees covered under Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There were 91 Permanent Employees as on 31st March , 2021.

20.4 None of the Directors is paid any Remuneration other than sitting fees for attending Board / other Committee meetings of the Company.

20.5 Details relating to remuneration of Key Managerial Personnel (KMP) is available in Corporate Governance Report as per provision of Section 136(1) of the Companies Act, 2013.

20.6 The paid-up equity share capital as on March 31, 2021 is Rs 12.58 Cr. During the year under review, the Company has neither issued shares with differential voting rights nor has granted stock options/sweat equity.

20.7 During the year under review, no case was reported to the Committee formed under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20.8 There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and up to the date of this report.

20.9 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 and that such systems are adequate and operating effectively.

20.10 A Cash Flow Statement for the year 2020-21 is attached to the Balance Sheet.

21. Risk Management

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board & Audit Committee.

However, as per the Listing Regulation constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the Company

22. Directors' Responsibility Statement

As required by Section 134 (3) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ending March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimated 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 loss of the Company for that period;

c) the Directors have 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 have prepared the annual accounts on a going concern basis;

e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(a) Directors retiring by Rotation

In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Niraj Bajaj (DIN: 00028261), Director of the Company, will retire in the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment.

(b) independent Directors

The Independent Directors have submitted their Declaration of Independence, for the current year as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section 149 (6) of the Companies Act, 2013.

(c) Key Managerial Personnel (KMP)

During the year under review the Company has complied with the provisions of Section 203 of the Companies Act, 2013 and the information of the KMP is available on the website of the Company www.mukandengineers.com.

24. Related Party Transactions

In accordance with the provisions of the Companies Act, 2013 and Rules framed thereunder as well as Regulation 23 of the LODR Regulations, 2015 your Company has in place Related Party Transaction Policy. All contracts / arrangements / transactions entered by the Company during the financial year with related parties were as per the Related Party Transaction Policy and were in the ordinary course of business and on arms' lengths basis.

During the year 2020-21, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of the LODR Regulations, 2015, all RPTs were placed before Audit Committee for its prior / omnibus approval. The requisite disclosure in Form AOC-2 is furnished in Annexure-.ii

The Related Party Transaction Policy as approved by Board is available on the website of the Company www.mukandengineers.com.

25. Details in respect of internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

26. Auditor's Report

The report given by the Auditors on the financial statements is a part of this Report. There has been no qualification, reservation or disclaimer given by the Auditors in their report.

27. Secretarial Auditors and Secretarial Audit Report

The Board has appointed M/s. Ragini Chokshi & Co, (C.P.No 1436) Company Secretaries in wholetime practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2020-21. The report of the Secretarial Auditors is annexed to this Report as Annexure-iV. The observation referred to in the Secretarial Audit Report is self-explanatory and therefore in the opinion of the Directors, do not call for any comments under Section 134 of the Companies Act, 2013.

28. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules and recent amendment, for the year ended March 31, 2021, the Company was not required to constitute CSR Committee or make any expenditure towards CSR.

29. Safety, Health and Environment:

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmers among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community related to Health, Safety and Environment. All functional Departments work in cohesion to a common goal that includes efficiency in energy and in utilizing natural resources with minimal or no damage to the environment.

30. Cautionary Statement

Statements in the Directors Report and the Management Discussion and Analysis describing the Company's objectives, expectations, or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include change in global and domestic demand and supply conditions due to COVID-19 affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

31. Acknowledgement

The Board of Directors thanks the Banks, Financial Institutions, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.