infosys ltd share price share price Directors report
Dear Members,
Your Directors are pleased to present the Forty-Second Annual Report along with the Audited Financial Statements of the Company for the Financial year ended March 31, 2023.
The Financial highlights for the year under review are as under:
Results of Operations
(Rs. in Crores)
| Financial | Financial | |
| year ended | year ended | |
| Particulars | ||
| March 31, | March 31, | |
| 2023 | 2022 | |
| Gross Turnover | 1106.87 | 1190.61 |
| Gross Profit (before interest, | ||
| depreciation, tax and writing oRs. | 7.46 | 18.90 |
| of preliminary expense) | ||
| Interest | 10.90 | 14.08 |
| Depreciation | 9.03 | 7.77 |
| Net Profit/(Loss) before tax | (12.47) | (2.95) |
| Exceptional Profit/(Loss) | - | (17.12) |
| Profit/(Loss) After Tax | (12.47) | (20.07) |
| Balance in Profit & Loss A/c | ||
| carried forward from the last | (48.35) | (28.09) |
| year |
Financial Performance:
During the year under review, your Company has made gross turnover of Rs. 1106.87 crores as against Rs. 1190.61 crores for the previous year. The Company has incurred loss of Rs. 12.47 crores. The Financial statements are prepared in accordance with Indian Accounting Standards for the Financial year ended March 31, 2023 and forms part of this Annual Report.
Dividend and Transfer to General Reserves:
Considering the Financial requirement for business growth and debt servicing, your Directors do not propose any dividend for the year ended March 31, 2023. There is no appropriation of any amount to General Reserves during the year under review.
Financial Statements:
The Financial statement containing the Balance Sheet, Profit and Loss and Auditors?€™ Report on the Financial statements have been sent to those members who have registered their email id?€™s with the Company.
Board of Directors:
The Board of Directors of the Company comprises of the following directors: (i) Mr. Gulu Mirchandani - Chairman & Managing Director; (ii) Mr. Vijay Mansukhani - Managing Director *; (iii) Mr. Kaval Mirchandani - Whole Time Director; (iv) Mr. Shirish Suvagia - Whole Time Director **; (v) Mr. RaRs.que Malik - Independent Director; (vi) Mr. Carlton Pereira - Independent Director; (vii) Mr. Arvind Sharma - Independent Director; and (viii) Ms. Mohita Arora - Independent Director * Mr. Vijay Mansukhani, Managing Director, was re-appointed by the Board of Directors of the Company in its Board meeting held on May 26, 2023 as a Managing Director for a further period of three (3) years with eRs.ect from April 01, 2024, subject to approval of the members of the Company at the ensuing Annual General Meeting.
Post completion of the Financial year under review, Mr. Lokesh Sikka resigned as a Director and Whole Time Director of the Company with eRs.ect from April 03, 2023 due to his personal commitments and the Board place on record its appreciation for the valuable inputs, guidance and services rendered by him during his tenure with the Company.
** Mr. Shirish Suvagia was appointed as an Additional Director w.e.f. April 04, 2023 at the Board meeting held on April 03, 2023. The Board has appointed also Mr. Shirish Suvagia as a Whole Time Director w.e.f. April 04, 2023 for a period of three (3) years with eRs.ect from April 04, 2023 subject to approval of the members of the Company at the ensuing Annual General Meeting.
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and QualiRs.cation of the Directors) Rules, 2014 amended from time to time, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date).
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and QualiRs.cation of the Directors) Rules, 2014 amended from time to time, Mr. Vijay Mansukhani, Managing Director of the Company, shall be liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible for re-appointment. The Board recommends his re-appointment.
The Company has received notice as required under Section 160 of the Companies Act, 2013 from Mr. Gulu Mirchandani, Chairman & Managing Director of the Company proposing candidature of Mr. Shirish Suvagia as a Director and Whole Time Director of the Company.
The notice convening the Annual General Meeting includes the proposal for appointment/re-appointment of Directors.
Secretarial Standards:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of Board of Directors?€™ and ‘General Meetings?€™, respectively, have been duly followed by the Company.
Directors?€™ Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 amended from time to time, your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with the requirements set out under Schedule III to the Companies Act, 2013, 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 estimates that are reasonable and prudent so as to give a true and fair view of the state of aRs.airs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date; c) the Directors have taken proper and suRs.cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 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 are operating eRs.ectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating eRs.ectively.
Corporate Governance:
Your Company believes in adopting best Corporate Governance practices. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under Regulation 27 and Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date) forms an integral part of this Annual Report.
The requisite certiRs.cate from M/s. Nilesh Shah & Associates, Practicing Company Secretaries (Mr. Rakesh Achhpal, Partner, Membership No. ACS – 20438 & C.P. No: 54525) conRs.rming the compliance with the conditions of the Corporate Governance as stipulated underRegulation 34(3) and Schedule V to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date) is annexed to this Annual Report. The declaration signed by Mr. Kaval Mirchandani, Whole-time Director of the Company regarding compliance of the Code of Conduct for Board members and Senior Management personnel forms part of this Annual Report.
Disclosure of Employee Stock Option Scheme (ESOS):
The Board of Directors of the Company in their meeting held on February 13, 2017 approved the employee stock option scheme termed as ‘MIRC Electronics Limited – Employee Stock Option Scheme 2017?€™ (MIRC ESOS 2017) under the provisions of Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The aforesaid MIRC ESOS 2017 was approved by the members of the Company at the ExtraOrdinary General Meeting held on March 29, 2017. Particulars relating to MIRC ESOS 2017 are mentioned in
Annexure – A.
Management Discussion and Analysis:
A detailed review of the operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34(2)(e) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), is presented in a separate section forming part of the Annual Report under the head ‘Management Discussion and Analysis.?€™
Contracts and Arrangements with Related Parties:
During the year under review, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on arm?€™s length basis. The Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of the related party transactions. The policy on materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors of the Company may be accessed on the website of the Company at the link http://www.onida.com/policies.
There were no material related party transactions which could have potential conRs.ict with interest of the Company at large. All related party transactions entered into by the Company were on an arm?€™s length basis and in the ordinary course of business and the Company had not entered into any material related party contracts therefore no disclosure in Form AOC-2 is provided.
Corporate Social Responsibility:
As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having net worth of Rs. 500 crores or more or turnover of Rs. 1000 crores or more or net profit of Rs. 5 crores or more during immediately preceding Financial year shall ensure that it spends, in every Financial year, at least 2 (Two) percent of the average net profits made during three immediately preceding Financial years, in pursuance of its Corporate Social Responsibility Policy. The Company has already constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.
The statutory provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 with respect to spending in CSR activities are not applicable to the Company as on March 31, 2023.
Risk Management:
During the year under review, the Risk Management Committee has been entrusted with the responsibility to assist the Board in: (a) Overseeing and approving the Company?€™s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, Financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Risk Management Committee constituted by the Board of Directors of the Company.
The Risk Management Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has introduced several improvements to integrate Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.
Internal Financial Controls:
The Company has in place adequate internal Financial controls with reference to the Financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operations was observed.
Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 for the Financial year ended March 31, 2023 is available on the Company?€™s website at www.onida.com.
Key Managerial Personnel:
The Company has below mentioned persons as Key Managerial Personnel in terms of the requirement of Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, within the meaning of Section 2 (51) of Companies Act, 2013:
| Sr. | ||
| Name of the person | Designation | |
| No. | ||
| 1. | Mr. Gulu Mirchandani | Chairman & Managing Director |
| 2. | Mr. Vijay Mansukhani | Managing Director |
| 3. | Mr. Kaval Mirchandani | Whole Time Director |
| 4. | Mr. Lokesh Sikka * | Whole Time Director |
| 5. | Mr. G. Sundar ** | Chief Executive ORs.cer |
| 6. | Mr. Deepak Sarawagi *** | Interim Chief Financial ORs.cer |
| 7. | Mr. Sailesh Raj Kedawat # | Chief Financial ORs.cer |
| 8. | Mr. Prasad Oak | Head – Legal, Corporate |
| ARs.airs & Company Secretary | ||
| 9. | Mr. Shirish Suvagia ## | Chief Financial ORs.cer |
| 10. | Mr. Shirish Suvagia ## | Whole Time Director |
| 11. | Mr. Vikram Surendran ### | Chief Executive ORs.cer |
* Mr. Lokesh Sikka resigned as a Director & Whole time Director of the Company w.e.f. April 03, 2023.
** Mr. G. Sundar has retired as Chief Executive ORs.cer of the Company w.e.f. September 30, 2022.
*** Mr. Deepak Sarawagi resigned from the position of Interim Chief Financial ORs.cer w.e.f. May 25, 2022.
# Mr. Sailesh Raj Kedawat who was appointed as Chief Financial ORs.cer of the Company w.e.f. May 26, 2022 has resigned w.e.f. September 09, 2022.
## Mr. Shirish Suvagia was appointed as Chief Financial ORs.cer of the Company w.e.f. November 11, 2022. Further he has been appointed as a Whole Time Director w.e.f. April 04, 2023.
### Mr. Vikram Surendran was appointed as Chief Executive ORs.cer of the Company w.e.f. April 12, 2023.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and as per Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), the Company has devised a policy for performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. A structured questionnaire was prepared after taking into consideration of the various aspects such as performance of speciRs.c duties, obligations, Board?€™s functioning, composition of the Board and its Committees, culture and governance.
The performance evaluation of the Chairman, Executive Director and Independent Directors was carried out by the entire Board of Directors of the Company excluding the directors being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.
The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.
The following policies of the Company are annexed herewith marked as Annexure - B-I and Annexure - B-II: a) Policy on remuneration of directors, key managerial personnel and other senior management employees
(Annexure – B-I); and b) Policy on criteria for appointment & evaluation of executive directors and independent directors (Annexure – B-II).
Public Deposits:
During the year under review, the Company has neither invited nor accepted any public deposit within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 amended from time to time.
Statutory Auditors:
The members of the Company at the Thirty-Seventh Annual General Meeting of the Company held on August 23, 2018, has re-appointed M/s. S R B C & CO. LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003) as Statutory Auditors of the Company for a further term of Rs.ve years and their term ends in ensuing Forty-Second Annual General Meeting. Since M/s. S R B C & Co. LLP., Chartered Accountants (Firm Registration No. 324982E/E300003) have completed their two terms of Rs.ve consecutive years, the Company pursuant to terms of Section 139 of the Companies Act, 2013 is now required to appoint another Auditor for a period of Rs.ve consecutive years to hold once from the conclusion of Forty-Second Annual General Meeting till the conclusion of the Forty-Seventh Annual General Meeting of the Company. The Board of Directors at its meeting held on May 26, 2023, after considering the recommendation of the Audit Committee, has recommended for approval of members for the appointment of M/s. ASA & Associates LLP, Chartered Accountants, Firm Registration No. 009571N/N500006, as the Statutory Auditors of the Company. The proposed Auditors shall hold once for a term of Rs.ve consecutive years commencing from the conclusion of the Forty-Second Annual General Meeting till the conclusion of Forty-Seventh Annual General Meeting of the Company.
Statutory Auditors Report:
The notes on Financial statement referred to in the Auditors?€™ Report are self-explanatory and do not call for any further comments. The Auditors?€™ Report does not contain any qualiRs.cation, reservation or adverse remark.
Cost Auditors:
Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 amended from time to time, the Board of Directors of the Company, on the recommendation of Audit Committee, has appointed Mr. Suresh D. Shenoy, Cost Accountant (Firm Registration No. 102173 with the Institute of Cost Accountants of India) as the Cost Auditor of the Company for the Financial year 2023-2024. The remuneration of Cost Auditor needs to be approved by the members of the Company at the ensuing
Annual General Meeting. The Board recommends passing of the resolution for the same.
Secretarial Auditors:
M/s. Ragini Chokshi & Co., Practising Company Secretaries (Firm Registration No. 92897 with the Institute of Company Secretaries of India), was appointed to conduct the secretarial audit of the Company for the Financial year 2022-2023 as required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 amended from time to time. The Secretarial Audit Report for Financial year ended 31st March, 2023 is annexed herewith marked as Annexure - C to this Board Report. The Secretarial Audit Report does not contain any qualiRs.cation, reservation or adverse remark.
Annual Secretarial Compliance Report:
The Company has undertaken an audit for the Financial year 2022-2023 for all applicable compliances as per the provisions of Securities and Exchange Board of India Regulations and circulars/ guidelines issued thereunder. The Annual Secretarial Compliance Report will be submitted to the stock exchanges in stipulated time in compliance with the Regulation 24A (2) of SEBI (LODR) Regulations, 2015 as amended from time to time.
Reporting of Frauds by Auditors:
During the year under review, the Statutory Auditor, the Secretarial Auditor, the Cost Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.
Disclosures:
Meetings of the Board
The Board met 5 (five) times during the year and other details of meetings of the Board of Directors of the Company held during the Financial year / tenure and the attendance of Directors forms part of the Corporate Governance Report.
Audit Committee
The Audit Committee comprises of Mr. Carlton Pereira, Chairman, Mr. RaRs.que Malik and Mr. Arvind Sharma as the members. All the members of the Audit Committee are Independent Directors.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. RaRs.que Malik, Chairman, Mr. Carlton Pereira and Ms. Mohita Arora as the member.
All the members of theNomination and Remuneration Committee are Independent Directors.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Mr. RaRs.que Malik, Chairman, Mr. Gulu Mirchandani, Mr. Vijay Mansukhani and Ms. Mohita Arora as the members.
Corporate Social Responsibility (CSR) Committee
TheCSR Committee comprises of Mr. Gulu Mirchandani,Chairman, Mr. Vijay Mansukhani and Mr. RaRs.que Malik as the members.
Risk Management Committee
The Risk Management Committee comprises of Mr. Gulu Mirchandani, Chairman, Mr. Vijay Mansukhani and Mr. Shirish Suvagia as the members.
The details of the Committee meetings held during the year under review are provided in the Corporate Governance Report.
Whistle Blower Policy/ Vigil Mechanism
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, your Company has adopted a Vigil Mechanism / Whistle Blower Policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and is also provided direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy?€™ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
The policy has also been uploaded on the website of Company i.e. https://www.onida.com/policies.
Code of Conduct for Prevention of Insider Trading:
The Board ofDirectors of the Company has amended and adopted the ‘Code for Insider Trading & Fair Disclosure of Unpublished Price Sensitive Information (UPSI)?€™ ("Code") as formulated under Securities and Exchange of India (Prohibition of Insider Trading) Regulations, 2015 and Securities and Exchange of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
The Insider Trading Policy of the Company laid down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of dealings by employees of the Company. The Insider Trading Policy of the Company as amended from time to time, is available on the website of the Company i.e. https://www.onida.com/policies.
Particulars of Loan given, Investment made, Guarantee given and Securities provided by the Company
Particulars of loans given, investments made and guarantees given along with the purpose for which the loan or guarantee is proposed to be utilized by the recipient under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 amended from time to time, are provided in the respective notes in the Financial statement.
Significant and Material order passed by the Regulatory or Courts
There were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operation.
Material changes and commitments aRs.ecting Financial position between end of the Financial year and date of this report
There were no material changes and commitments aRs.ecting Financial position of the Company during the period between end of the Financial year and date of this Board Report.
Listing Fees
The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Listing fees for the Financial year 2023-2024 for both the stock exchanges has been paid by the Company.
Information under Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Pursuant toRegulation 34(3) read withSchedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification and re-enactment thereof till date), the details of the shares lying with the Company in Unclaimed Suspense Account as on 31st March, 2023 are as under:
| Sr. No. | Description |
No. of Shareholders | No. of Shares |
| 1 | Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the beginning of the Financial year | 4667 | 100085 |
| 2 | Number of shareholders who approached issuer for transfer of shares from unclaimed suspense account during the Financial year | 0 | 0 |
| 3 | Number of shareholders to whom shares were transferred from unclaimed suspense account during the Financial year | 0 | 0 |
| 4 | Aggregate number of shareholders and the outstanding shares in the unclaimed suspense account lying at the end of the Financial year | 4667 | 100085 |
All the unclaimed shares are credited to a Demat Unclaimed Suspense Account and all the corporate benefits in terms of securities, accruing on these unclaimed shares shall be credited to such account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
Transfer of Unpaid and Unclaimed Dividend
Pursuant to provisions of the Section 124 of the Companies Act, 2013, your Company did not have any dividend as lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to provisions of the Section 125 of the Companies Act, 2013.
Transfer of Shares to the Investor Education and Protection Funds
Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016, which have come into eRs.ect from September 07, 2016, the shares on which dividend has not been paid or claimed for seven consecutive years or more, then such shares have to be transferred to IEPF.
During the year, your Company did not have any equity shares which were required to be transferred to Investor Education and Protection Fund (IEPF).
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification and re-enactment thereof till date), the disclosures pertaining to the remuneration and other details as required are appended as Annexure - D to this Board Report.
A statement containing the names of each employee employed throughout the Financial year and in receipt of remuneration of
Rs. 1.02 crore or more, or employed for part of the year and in receipt of Rs. 8.5 lakh or more per month, under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification and re-enactment thereof till date), is available for the inspection at the registered once of the Company. Any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished to them.
Internal Control System
TheCompany has adequate internal control system commensurate with its size and business. The Internal Auditors of the Company reviewed that all the Financial transactions of the Company are in line with the compliance of laws, policies and procedures and have been correctly recorded and reported. The Internal Audit is conducted on regular basis and the reports are submitted to the Audit Committee on quarterly basis at their quarterly meetings. The Audit Committee actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same.
Research and Development
The Company recognizes that a vigorously intelligent research initiative enables not only cost reduction through effective process improvement but also value-addition through sustained innovative and customized products in line with customer requirements. The Company is proud to have a team of dedicated engineers at the ONIDA Research and Development Centre in Mumbai, who facilitate in making state-of-the-art technology products, satisfying customer expectations.
This team conducts research in the areas of:
Embedded Software.
Industrial Design.
Mechanical Design.
Electrical Circuit Design.
Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time, are set out in the Annexure - E.
Environment
The E-Waste (Management) Rules, 2016 (hereinafter referred to as "E-Waste Rules") are in force as applicable to the company. As per the E-Waste Rules, all producers have to meet Extended Producer Responsibility (EPR) along with the defined targets. As per E-Waste Rules, all producers have to make EPR Authorisation Application to Central Pollution Control Board (CPCB). The Company has a tie up with authorised recyclers for recycling the electronic waste. The details of E-Waste along with collection centres and pick up facility have been uploaded on the website of the Company. The Company appeals to all stakeholders to dispose all End of Life (EOL) products through Company?€™s authorized recyclers. The required details are available on the website of the Company viz. www.onida.com. The manufacturing plant situated at Wada, Maharashtra has more than 10 acres of Green Cover. The Company makes all out eRs.orts for maintaining such Green cover and supports the prevailing environmental issues.
General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with diRs.erential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiary. The Company has no Subsidiary.
Prevention of Sexual Harassment:
Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace, is available on the website of the Company i.e. https://www.onida. com/policies and has duly constituted an Internal Complaints Committee under the same. Your Directors further state that during the year under review, no case was Rs.led under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Applications under the Insolvency and Bankruptcy Code, 2016:
There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31, 2023.
The details of difierence between amount of the valuation:
During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Banks or Financial Institutions and hence no comment with regard to the details of difierence between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
Acknowledgement:
Your Directors take this opportunity to thank the customers, vendors, investors, members and bankers of the Company for their continued support during the year and also place on record their appreciation to the contribution made by the employees of the Company at all levels.
Your Directors also thank the Government of India particularly the Ministry of Electronics and Information Technology, Ministry of Commerce, Ministry of Finance, Ministry of Corporate ARs.airs, the Reserve Bank of India, respective State Governments and other government agencies for the support and look forward for the continued support from them in the future.
for and on behalf of the Board of Directors
| Gulu Mirchandani | |
| Place : Haridwar | Chairman and Managing Director |
| Date : May 26, 2023 | DIN:00026664 |
ANNEXURE TOT HE DIRECTORS?€™ REPORT
Annexure-A Disclosure under Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 for the year ended March 31, 2023
The objective of the MIRC- ESOS 2017 is to provide an incentive to attract, retain and reward employees performing services as well as to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this scheme to attract and retain talent in the Company. The Company views employee stock options as instruments that would enable the employees to share the value they create for the Company in the years to come. The following table sets forth the particulars of the options granted under MIRC- ESOS 2017:
| Sr. No. | Particulars | Remarks |
| 1. | Total Number of Options under the plan | Up to 98,11,710 |
| 2. | Options Granted (during the year) | Nil |
| 3. | Options Vested (during the year) | Nil |
| 4. | Options exercised (during the year) | Nil |
| 5. | Total number of shares arising as a result of exercise | Nil |
| of options | ||
| 6. | Options lapsed (during the year) | Nil |
| 7. | The exercise price | The exercise price shall be closing market price of the shares listed |
| on the recognized stock exchanges prior to the Grant Date or as may | ||
| be determined by the Board. In any event the exercise price shall | ||
| not be less than the face value of one equity Share of the Company | ||
| when the options are granted. | ||
| 8. | Variation of terms of options | None |
| 9. | Money realized by exercise of options | Nil |
| 10. | Total number of options in force (as on end of the | Nil |
| year) | ||
| 11. | Employee wise details of options granted to: | |
| (i) Senior Management (including key managerial | ||
| personnel) | Nil | |
| (ii) any other employee who receives a grant of | ||
| options in any one year of option amounting to | ||
| 5% or more of options granted during that year; | Nil | |
| (iii) identified employees who were granted options, | ||
| during any one year, equal to or exceeding 1% | ||
| of the issued capital (excluding outstanding | ||
| warrants and conversions) of the company at | ||
| the time of grant; | Nil | |
| 12. | Diluted Earnings per share pursuant to issue of shares | N.A. |
| on exercise of options calculated in accordance with | ||
| Accounting Standard (AS) 20 ‘Earnings per Share?€™ |
| Sr. No. | Particulars | Remarks |
| 13. | Pro Forma Adjusted Net Income and Earnings Per | N.A. |
| Share | ||
| Net Income | ||
| Add: Intrinsic Value Compensation Cost | ||
| Less: Fair Value Compensation Cost | ||
| Adjusted Pro Forma Net Income | ||
| Earnings Per Share: Basic | ||
| As Reported | ||
| Adjusted Pro Forms | ||
| Earnings Per Share: Diluted | ||
| As Reported | ||
| Adjusted Pro Form |
| for and on behalf of the Board of Directors MIRC Electronics Limited | |
| Gulu Mirchandani | |
| Date: May 26, 2023 | Chairman and Managing Director |
| Place: Haridwar | DIN: 00026664 |
Annexure-B-I POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER SENIOR MANAGEMENT EMPLOYEES
1. OBJECTIVES:
(i) The terms of appointment and remuneration of Managing Director ("MD"), Whole Time Director ("W TD"), Key
Managerial Personnel ("KMPs") and Senior Management ("SMPs") shall be competitive in order to ensure that the Company can attract and retain competent talent. (ii) The remuneration Policy shall ensure that: (a) Thelevelandcompositionofremunerationisreasonable and suRs.cient to attract, retain and motivate Directors / KMPs and SMPs to run the Company successfully. (b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. (c) Remuneration to Directors, KMPs and SMPs involves a balance between Rs.xed and variable pay reRs.ecting short and long term performance objectives and goals set by the Company.
(d) Remuneration package is linked to the achievement of corporate performance targets and a strong alignment of interest with stakeholders.
(e) The pay structures are appropriately aligned across levels in the Company.
2. APPLICABILITY:
(i) This Remuneration Policy shall apply to all existing and future appointment agreements with Managing and Whole Time Director, KMPs and SMPs and also with the Non-Executive Directors.
(ii) The Remuneration Policy shall be subject to overall guidance of the Board of Directors. (iii) Any change or amendment in the Companies Act, 2013 ("Act") or the Listing Agreement will prevail over this policy and will be applicable in so far from the date of its notiRs.cation or date specified therein.
3. DEFINITIONS: i) Employees Stock Option mean as defined in section 2 (37) of Companies Act, 2013 as ‘the option given to the Directors, officers or employees of aCompany or of its holding company or subsidiary company or companies, if any, which gives such Directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the Company at a future date at a pre-determined price?€™ ii) Independent Director means a Director other than a Managing Director or a Whole-time Director or a Nominee Director, — (a) who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience; (b) (i) who is or was not a promoter of the Company or its holding, subsidiary or associate Company; (ii) who is not related to promoters or Directors in the Company, its holding, subsidiary or associate Company; (c) who has or had no pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or Directors, during the two immediately preceding Financial years or during the current Financial year; (d) none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or Directors, amounting to two per cent or more of its gross turnover or total income or Rs.fty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding Financial years or during the current Financial year; (e) who, neither himself nor any of his relatives— (i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three Financial years immediately preceding the Financial year in which he is proposed to be appointed; (ii) is or has been an employee or proprietor or a partner, in any of the three Financial years immediately preceding the Financial year in which he is proposed to be appointed, of— (A) a Rs.rm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or
(B) any legal or a consulting Rs.rm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such Rs.rm; (iii) holds together with his relatives two per cent or more of the total voting power of the Company; or (iv) is a Chief Executive or Director, by whatever name called, of any non profit organisation that receives twenty-Rs.ve per cent or more of its receipts from the Company, any of its promoters, Directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the Company; or (v) is a material supplier, service provider or customer or a lessor or lessee of the Company; (vi) who is less than 21 years of age.
(f) who possesses such other qualiRs.cations as may be prescribed. iii) Key Managerial Personnel means and includes: (i) The Chief Executive ORs.cer or the Managing Director or the Manager; (ii) The Company Secretary; (iii) The Whole-time Director; and (iv) The Chief Financial ORs.cer. iv) Non-Executive Director shall mean director who is not in full time employment of the Company. v) Nomination and Remuneration Committee means Nomination and Remuneration Committee as defined in Section 178 of the Companies Act, 2013 consisting of three or more non Executive Directors out of which not less than a half shall be Independent Director. vi) Remuneration means as defined in section 2 (78) of Companies Act, 2013 ‘Any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.?€™ vii) Senior Management means and includes a personnel of the Company who are members of its core Management Team excluding the Board of Directors. This would also include all members of the management one level below the Executive Directors including all functional heads. viii) Whole-Time Director means and includes a director in the whole-time employment of the Company.
2.0 REMUNERATION POLICY:
CRITERIA FOR FIXING THE REMUNERATION TO MD / WTD, NON EXECUTIVE DIRECTOR AND INDEPENDENT DIRECTORS, KMPS & SMPS.
1. Financial position of the Company
2. Remuneration or commission drawn by him from any other company.
3. Professional qualiRs.cations and experience of the individual concerned.
4. Industry?€™s pay standards and pay structure data studies undertaken by consultancy Rs.rm.
5. Attract and retaining talent and motivation for KMPs/ SMPs.
6. Special consideration for attracting top notch hi Rs.ier in case of KMPs/SMPs.
7. Past performance, past remuneration and special accreditation or meritorious performance.
8. Bring a balance between the interest of the Company and the stakeholders.
3.0 REMUNERATION TO MANAGING DIRECTOR / WHOLE TIME DIRECTOR:
(i) Remuneration to the MD and WTD shall be proposed by the Nomination and Remuneration Committee ("NRC") and subsequently approved by the Board of Directors and the Shareholders of the Company/ Central Government, as may be required.
(ii) Total remuneration for the MD and WTD shall comprise of the following: (a) Salary (both Rs.xed and variable salary based on Performance linked incentive).
(b) Perquisites like House Rent Allowance, Leave Travel Allowance, Medical Expenses and Soft Furnishing Allowance, etc.
(c) (i) Retirals, contribution to Provident Fund, Superannuation Fund and Gratuity and other funds.
(ii) Encashment of Leave at end of the tenure. (d) Reimbursement or payment of all expenses incurred in connection and business of the Company.
(e) Other perquisites (as may be recommended by the NRC and approved by the Board).
(f) The variable salary shall be in form of a Performance Bonus linked to their individual performance and also the performance of the Company and the individual, as per criteria set by the NRC or the Company.
(g) The total remuneration to MD and W TD shall be in accordance with the provisions of the Companies Act, 2013 and rules as amended from time to time. (h) The Company shall enter into contract of service and for remuneration.
(i) If any Directors draws or receives directly or indirectly by way of remuneration any sums in excess of the limits prescribed by the Act or without prior sanction of the Central Government where it is required, he/she shall refund such sums to the Company and until such sums are refunded held in trust for the Company.
3.1 REMUNERATION TO NON EXECUTIVE DIRECTORS (NED) a) Non Independent i) NEDs shall be entitled to such sitting fees as may be decided by the Board of Directors from time to time for attending the meeting of the Board and of the Committee thereof. ii) NEDs shall also be entitled for payment of profit related or commission, as up to the limits prescribed in Section 197 of the Companies Act, 2013 and approved by the Shareholders from time to time. b) Independent Directors (ID) i) an IDs shall not be eligible for any Stock Options and may receive remuneration by way of fee provided under Section 197of the Companies Act, 2013 reimbursement of expenses for participation in the Board and other meetings and profit related commission as approved by the members. ii) The NED and ID shall be paid all traveling, total and other expenses properly incurred by them on attending and returning from meetings of the Board or any Committee thereof or General Meeting or other connection with business of the Company.
3.2 REMUNERATION TO KEY MANAGERIAL PERSONNEL (KMPs) & SENIOR MANAGERIAL PERSONNEL (SMPs)
(i) Remuneration packages shall be designed in such manner that: (a) motivates delivery of key business strategies, creates a strong performance – oriented environment and rewards achievement of the Company?€™s objectives and goals over the short and long term.
(b) attracts talent and high achievers in a competitive global market and remunerate executives fairly and responsibly.
(ii) Remuneration shall be competitive and shall include salary comprising of both Rs.xed and variable components, performance incentives and other benefits such as retiral benefits, health care, insurance and hospitalization benefits, telephone reimbursement, etc.
(iii) Remuneration shall be evaluated annually and annual increase shall be decided considering the performance of the individual / and also of the Company. Industry practices / trends companies, which are similar in size and complexity to the Company. Benchmark information shall be obtained from recognized compensation service consultancies shall also be given due consideration.
(iv) Remuneration can be reset at any time keeping with the meritious performance or for special work assignment or recognition. Benchmark information shall be obtained from recognized compensation service consultancies and shall also be given due consideration. (v) The remuneration to be paid to KMP/SMP shall be recommended by the NRC considering relevant qualiRs.cation and experience of the individual as well as the prevailing market condition.
(vi) The NRC may consider to grant Stock Options to KMP and SMPs pursuant to a Stock Option Plan adopted by the Company, if any.
4.0 DIRECTOR AND OFFICERS LIABILITY INSURANCE:
(i) The Company may introduce and provide an insurance cover to Directors, KMPs and SMPs for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust shall not be treated as a part of remuneration paid to them. Provided that if such person is proved to be guilty the premium paid on such insurance shall be treated as part of remuneration.
(ii) The premium paid by the Company for such insurance cover, called for Directors and Officers Liability Insurance Policy, taken for the above purpose shall be paid by the Company without any charge to the Directors, KMPs and SMPs.
5.0. DISCLOSURES:
The Company shall disclose the following in the Board?€™s report and the Financial Statements.
(a) In the Board?€™s Report, such particulars as are prescribed under the Companies Act, 2013 and rules made there under; and (b) In the Corporate Governance Report, the particulars as prescribed in Clause 49 of the Listing Agreement as amended from time to time.
6.0. DISSEMINATION:
The Company?€™s Remuneration Policy shall be uploaded on its website.
Annexure-B-II CRITERIA FOR APPOINTMENT & EVALUATION OF EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS
Purpose of this Policy a) Board consists of members with the range of skills and qualities to meet its primary responsibility for promoting the success of the Company in a way which ensures that the interests of shareholders and stakeholders. Performance evaluation of Directors annually will help to know the effectiveness of the Board so as to enable the Board to discharge their functions and duties eRs.ectively. b) To ensure compliance of the applicable provisions of the Companies Act, 2013 and Listing Agreement entered with the Stock Exchanges as amended from time to time. i) As per section 178 of the Companies Act, 2013, it is necessary to have an evaluation of the performance of each director. ii) As per Clause 49(5) of the Listing Agreement as amended from time to time, mandates that there has to be Evaluation criteria for performance evaluation of Independent Directors and shall be done by entire Board. c) To adopt the best practices to manage and to give direction to the Company and achieve good Corporate Governance.
Process for reviews
The Nomination and Remuneration Committee shall adopt a Evaluation criteria for performance evaluation of the Directors. The evaluation of performance of director shall be carried by entire Board of Directors excluding the Director being evaluated. The evaluation will be carried at least once a year. The evaluation will be carried out by a Director or any other persons or professional agencies nominated by the Board.
Criteria and Evaluation of Executive Directors, Independent Directors.
I . E xecutive Directors Criteria for Appointment
1) Executive Directors will be appointed based on the qualiRs.cations, experience, skills and expertise on related matters.
2) The value addition and the contribution to the Company?€™s vision and growth.
3) Favorable Industry reports and corporate standing and integrity and ability to manage and motivate employees.
The following persons shall be not eligible to be appointed as Executive Director if:
1) He/She is disqualiRs.ed to act as a Director under the provisions of Section 164(1) and other applicable provisions, if any, of the Companies Act 2013. If the disqualiRs.cation is subsequently removed, then the said person shall be eligible to be appointed as Executive Director.
2) He/She does not satisfy to requirements as prescribed in Part I of Schedule V of the Companies Act, 2013. But the person who does not meet the criteria prescribed in Part I of Schedule V to the Companies Act, 2013 can be appointed as Executive Director if the approval of Central Government is taken.
Evaluation
An annual appraisal/ evaluation of Executive Directors namely Managing Director and Whole Time Director shall be carried out by all the other Directors of the Company. The Company shall consider appropriate industry benchmarks and standards. The annual evaluation shall be carried out in the form of questionnaire as mentioned herein below, to be circulated among other Directors except the Executive Director being evaluated.
II Independent Directors Criteria For Appointment
I. The Committee shall consider the following factors while appointing a person as an Independent Director on the Board:
1. Integrity and relevant expertise and experience.
2. Requisite qualiRs.cation so that he/she will exercise his/ her role eRs.ectively.
3. Have an expert knowledge in Rs.eld of the Company where the Company operates and shall provide his/her suggestions to the Board members of the Company to arrive at Rs.nal decision which is in the best interest of the Company.
4. Not be a promoter or related to promoter of the Company or its holding, subsidiary or associate company;
5. Must not have any material pecuniary relationship during the two immediately preceding Financial years or during the current Financial year with the Company, its holding, subsidiary or associate company or their promoters or directors.
6. The relatives of such person should not have had any pecuniary relationship or transaction with the Company or its subsidiaries or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 lacs or such higher amount as may be prescribed, whichever is less, during the two immediately preceding Financial years or in the current Financial year;
7. He or his relatives must not:
(i) hold or has held the position of a Key Managerial Personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three Financial years immediately preceeding the Financial year in which he is proposed to be appointed. (ii) is or has been an employee or proprietor or a partner, in any of the three Financial years immediately preceding the Financial year in which he is proposed to be appointed, of— (A) a Rs.rm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting Rs.rm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such Rs.rm; (iii) holds together with his relatives two per cent or more of the total voting power of the Company; or (iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives 25% or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds 2% or more of the total voting power of the Company; or (v) is not a material supplier, service provider or customer or a lessor or lessee of the Company; or (vi) is not less than 21 years of age.
8. Such person who is proposed to be appointed as Independent Director shall possess appropriate skills, experience and knowledge in one or more Rs.elds of Rs.nance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company?€™s business.
9. Other important factors to be considered while appointment of Independent Directors are as follows:
1. He/She understands the Financial statements like balance sheet, Statement of Profit and Loss and Cash Rs.ows.
2. He/She shall not be disqualiRs.ed under Section 164, sub-section (1) and (2) of the Companies Act, 2013.
3. He/She shall give his/her declaration as provided in Section 149(7) of the Companies Act, 2013.
Evaluation
An annual performance evaluation of an Independent Director shall be carried out by all other Directors at the end of the Financial year in the form of questionnaire.
III Non Executive and Non Independent Directors. Evaluation
An annual performance evaluation of an Non Executive Non Independent Director shall be carried out by all other Directors at the end of the Financial year in the form of questionnaire.
IV Board of Directors. Evaluation
Evaluation of Board of Directors shall be carried out in the form of questionnaire.
Separate meetings of the Independent DirectorS
The independent directors of the Company shall hold at least one meeting in a year:
The independent directors in the meeting shall, inter-alia: 1. review the performance of non-independent directors and the Board as a whole; 2. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; 3. assess the quality, quantity and timeliness of Rs.ow of information between the Company management and the Board that is necessary for the Board to eRs.ectively and reasonably perform their duties.
Familiarization Programme for the Independent Director
The Company shall familiarize the Independent Directors with their roles, responsibilities, rights, nature of the business in which the Company operates, etc. through various programmes. The details of such familiarization programmes shall be disclosed on the website of the Company and a web link thereto shall also be given in the Annual Report.
ANNEXURERs.C FORM NO. MR-3 SECRETARIAL AUDIT REPORT
Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(For the Financial Year Ended March 31, 2023)
To,
The Members,
MIRC ELECTRONICS LIMITED
Onida House,
G-1, MIDC Mahakali Caves Road, Andheri (East), Mumbai- 400093.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MIRC ELECTRONICS LIMITED (CIN: L32300MH1981PLC023637) (hereinafter called the "Company") for the Financial year ended March 31, 2023. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon; Based on our Verification of books, papers, minute books, forms and returns Rs.led and other records maintained by the Company and also the information provided by the Company, its officers agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering 1stApril, 2022 to 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and Compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter; We have examined the books, papers, minute books, forms and returns Rs.led and other records maintained by the Company for the audit period 1st April, 2022 to 31st March, 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA?€™) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings; (Not Applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act?€™): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable to the Company during the Audit Period)
(d) The S ecurities and Exchange Board of I ndia (Share
Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Audit Period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable as the Company has not issued any debt securities during the Audit Period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(Not Applicable as the Company is not Registrar to an Issue and Share Transfer Agent during the Financial year)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable as the Company has not delisted its equity shares from any stock exchange during the Audit Period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. (Not Applicable as the Company has not bought back any of its securities during the Audit Period)
(i) Securities and Exchange Board of India (Depositories
& Participants) Regulation, 2018 (To the extend applicable) (vi) We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.
We have also examined compliance with the applicable provisions and clauses of the following:
Secretarial Standards issued by The Institute of Company
Secretaries of India.
Securities and Exchange Board of India (Listing Obligation &
Disclosure Requirement) Regulation, 2015 "SEBI (LODR)". During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, except the following:
As per Regulation 23(9) The Company has made disclosure of related party transactions on consolidated basis For the half year ended March, 2022 with little delay.
We further report that
The Board of Directors of the Company is duly constituted and the changes in the composition of the Board of Directors that took place during the period under review were carried out in the compliance with the provision of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clariRs.cations on the agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the Board duly recorded and signed by Chairman, the decisions of the Board were with requisite majority. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.
The Compliance by the company of applicable Financial Laws like Direct & Indirect Tax Laws, Goods and Service Tax has not been reviewed in the audit since the same has been subject to the review by the statutory Financial audit and other designated professionals.
We further report that during the audit period, the company had no speciRs.c events or actions which might have a bearing on the company?€™s aRs.airs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except the following:
1. Mr. Deepak Sarawagi, Interim - Chief Financial ORs.cer of the Company, resigned with eRs.ect from 25th May, 2022.
2. Mr. Sailesh Raj Kedawat was appointed as Chief Financial ORs.cer of the Company with eRs.ect from 26th May, 2022.
3. Mr. Gulu Mirchandani, (DIN: 00026664) was re-appointed as a Chairman and Managing Director of the Company for a period of 3 years at the Annual General Meeting held on 22nd August, 2022.
4. Mr. Kaval Mirchandani, (DIN: 01179978) was re-appointed as a Whole Time Director of the Company for a period of 3 years at the Annual General Meeting held on 22nd August, 2022.
5. Mr. Lokesh Sikka, (DIN: 08665841), was re-appointed as a Whole Time Director of the Company for a period of 3 years at the Annual General Meeting held on 22nd August, 2022.
6. Mr. Sailesh Raj Kedawat, Chief Financial ORs.cer of the Company, resigned with eRs.ect from 09thS eptember, 2022.
7. Mr. G. Sundar, Chief Executive ORs.cer of the Company, retired with eRs.ect from 30thS eptember, 2022.
8. Mr. Shirish Suvagia was appointed as Chief Financial ORs.cer of the Company with eRs.ect from 11thN ovember, 2022.
FOR RAGINI CHOKSHI & CO.
| RAGINI CHOKSHI | |
| (PARTNER) | |
| Membership No: 2390 | |
| CP No: 1436 | |
| Date: 26.05.2023 | UDIN: F002390E000388875 |
| Place: Mumbai | PR REVIEW NO: 659/2020 |
This report is to be read with our letter of even date which is annexed as Annexure ‘A?€™ and forms an integral part of this report.
To
The Members,
MIRC ELECTRONICS LIMITED
Onida House,
G-1, MIDC, Mahakali Caves Road, Andheri (East), Mumbai: -400 093
Our Secretarial Audit Report for the Financial Year ended on March 31, 2023 of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reRs.ected in Secretarial records. We believe that the processes and practices, we follow provide a reasonable basis for our opinion.
3. We have not veriRs.ed the correctness and appropriateness of Financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of theCompany nor of the eRs.cacy or effectiveness with which the Management has conducted the aRs.airs of the Company.
For Ragini Chokshi & Co.
(Company Secretaries)
| Ragini Chokshi(Partner) | |
| C. P. No. 1436 | |
| FCS No. 2390 | |
| Date: 26.05.2023 | PR No: 659/2020 |
| Place: Mumbai | U DIN: F002390E000388875 |
ANNEXURE-D PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
[PURSUANT TO SECTION 197 SUB-SECTION 12 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]
The ratio of the remuneration of each director to the median employees?€™ remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
| Sr. | Requirements | Disclosure |
| No. | ||
| 1 | The ratio of the remuneration of each director to the median remuneration of the employees for the Financial year. | A Mr. Gulu L. Mirchandani 17:1 |
| Chairman and Managing Director | ||
| B Mr. Vijay J. Mansukhani 22:1 | ||
| Managing Director | ||
| C Mr. Kaval G. Mirchandani 7:1 | ||
| Whole Time Director | ||
| D Mr. Lokesh Sikka 10:1 | ||
| Whole Time Director | ||
| 2 | The percentage increase in remuneration of each director, Chief Financial ORs.cer, Chief Executive ORs.cer, Company Secretary or Manager, if any, in the Financial year. | A Mr. Gulu L. Mirchandani No Increase |
| Chairman and Managing Director | ||
| B Mr. Vijay J. Mansukhani No Increase | ||
| Managing Director | ||
| C Mr. Kaval G. Mirchandani No Increase | ||
| Whole Time Director | ||
| D Mr. Lokesh Sikka 10% | ||
| Whole Time Director | ||
| E Mr. G. Sundar 10% | ||
| Chief Executive ORs.cer (up to 30.09.2022) | ||
| F Mr. Deepak Sarawagi 10% | ||
| Interim - Chief Financial ORs.cer (up to 25.05.2022) | ||
| G Mr. Sailesh Kedawat No Increase | ||
| Chief Financial ORs.cer (up to 09.09.2022) | ||
| H Mr. Prasad Oak No Increase | ||
| Head – Legal, Corporate ARs.airs and Company Secretary | ||
| I Mr. Shirish Suvagia No Increase | ||
| Chief Financial ORs.cer (Appointed w.e.f. 11.11.2022) | ||
| 3 | The percentage increase in the median remuneration of employees in the Financial year. | The median remuneration of the employees in the Financial year was increased by 16%. (Due to Annual Appraisal) 536 employees as on 31st March, 2023. |
| 4 | The number of permanent employees on the rolls of the Company. | |
| 5 | Average percentile increase already made in the salaries of employees other than the managerial personnelinthelastFinancialyearanditscomparison with the percentile increase in the managerial remuneration and justiRs.cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. | There has been an average increase in the remuneration of both, the managerial personnel and the other employees of the Company during the Financial year of around 7.86% (Due to Annual Appraisal) |
| 6 | ARs.rmation that the remuneration is as per the remuneration policy of the Company. | Yes, it is conRs.rmed. |
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014]
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, for the year ended March 31, 2023 is given here below and forms part of Directors Report.
A. CONSERVATION OF ENERGY:- i) Steps taken on conservation of energy and for utilising alternate sources of energy:
Your Company is conscious about its responsibility to conserve energy, power and other natural resources wherever possible. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. Your Company strives to ensure environment friendly initiatives when implementing various projects on energy saving at its units. List of proposals and initiatives taken in this regard are as under: a) For plant situated at Wada, Maharashtra: - wada plant have change Contract Demand on 28 Mar 2022 from 1400 KVA to 1200 KVA implemented on line changing as per the plant requirement . It had resulted in saving of Rs. 5.08 for FY 22-23.
? ? All New tube Lights Replacements With New LED Tube Lights.
• Mercury Lamp 250W replaced by 05 nos of 50W LED lights. Saving of Rs. 19,200/- for FY 22-23 in dispatch area other store areas.
• Replcement of 250W sodium vapour lamps with 80W LED Rs.ood lights of 3 nos. Saving of Rs. 9,792/- for FY 22-23.
• Energy eRs.ciency improvement of centralized AC systems by descaling of condenser units leading to energy eRs.ciency improvements.
• Energy Audit of Wada Plant Done and some potential Saving Identified in Rs. 8.30 Lac for Phase I.
• Solar Roof Top Expanstion Perposal Initiated for 420 KWp for Phase II.
b) For plant situated at Roorkee, Uttarakhand:-
• Plant Rs.oor ceiling light has been replaced from 56W tube light to 24W LED Tube light conserving 32W per tube light. At present 250 Nos Tube light replaced withRs. LED light and another 100 Nos replacement is in process.
• For gardening, the Company has made water storage tank for regular water supply, hence no need to run Submersible Pump frequently, resulting saving of energy.
• The Company is planning to install Heating Jacket in Injection Moulding Machine heating barrel to prevent heat desperation to save Energy. Rs.
• Auto stop Preset Timer provision in Motor ControlRs. Circuit to Stop the motor in No load condition in Injection Moulding Machine to save energy.
• Disconnected 20 sets of Tube light which are not requiredRs.and balance 10 tube lightRs.are replaced with LED light.
• Disconnected 10 halogen light in top Floor store and Rs.tted only 2 led light, one at Entrance and one at Exit, working as Search Light and using whenever required only which is beneRs.cial for safety and reduction of power consumption.
• Replaced Tube light with LED light at Moulding Quality Inspection Machine Operator table for better Visibility and reduction of power consumption.
• Replaced 5 Nos Factory boundary Wall light from Mercury Light (125W) to LED Light (40W).
• New proposals are in process for solar roof top and for optimization of contract demand.
• Installed/Cabling & Service 40 KVA D.G. set received from Noida plant . Which is to be used for once & factory boundary light during power failure , Because we are using bigger DG during power fail for emergency and for once operation in production ofday. We can reduce diesel consumption approx 95% (Bigger DG 500 KVA consumption @ 80 to 90 ltr?€™s per hour and 40KVA DG consumption @ 3 to 6 ltr?€™s per hour?€™s)
• Plant Rs.oor ceiling lights 100 numbers have been replaced from 56W tube light to 24W LED Tube light conserving 32W per tube light in the year 2022.
• Replaced 07 Nos Factory boundary Wall light from Mercury Light (250W) to LED Light (120W).We have conserved 130W per Wall boundary light, amounting to 780W. ii) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:
The Company with ‘zero investment?€™ initiative has taken to rearrange the workplace arrangement to reduce Air-conditioner & lighting consumption. Various shop Rs.oor improvements in energy waste elimination, awareness and regular checks resulted in energy savings. 100% process water treated and reused. The lush green garden is well maintained with 100% use of domestic treated water reuse.
Boilers are well maintained with eRs.ciency of 85% and above with recovery of solar heat and condensate water heat for feed water.
Proposals are taken for wada plant energy audit and expansion for solar roof top.
MIRC is taking intiatives for green energy in reducing the usage of fossil fuels. iii) Impact of the above measures as stated under (i) and (ii) above for reduction of energy consumption and consequent impact on the cost of production of goods:
• The Company?€™s initiative to maintain unity power factor, use of LED lights in few locations as an initiative to green energy and installation of boiler furnace oil savings by using in house developed Heat Exchanger and Solar System for feed water resulted in increase in the Steam/Furnace oil ratio and resulted in saving.
• The production team under the able guidance of expert engineers from the research and development centre of the Company continuously monitor and devise various means to conserve energy and identify methods for the optimum use of energy without aRs.ecting productivity. This is ensured through the adoption of the latest techniques of production which helps in better productivity levels, timely maintenance and upgradation of machines and equipments to ensure that energy consumption is at the minimal level possible. Further on-the-job training to production team members is also given in order to conserve energy. iv) Capital investment on energy conservation equipment:
There were no capital investments made by the Company on energy conservation equipment during Financial year 2022-2023.
B. TECHNOLOGY ABSORPTION:-i. The eRs.orts made towards technology absorption:
The Company believes in oRs.ering world class technological products to its valued customers. With this objective, the Research and Development personnel of the Company periodically visit foreign exhibitions and trade shows to understand the latest technology used in electronic products. Besides the Research and Development team also works closely with world class technology developers to understand their technology. ERs.orts are also made by the team to bring in immaculate features in the products which are consumer-centric. The Research and Development constantly works to develop uniquely designed models with User friendly features implementing latest technology. ii. The benefits derived like product improvement, cost reduction, product development or import substitution:
The eRs.orts made by the Company towards technology absorption have resulted in the introduction of innovative energy efficient products at competitive costs, which are likely to enlarge the market share of the Company in future. The Company?€™s focus has been to develop state-of-the-art products and be a leader in new technological areas. The speciRs.c areas in which Research and Development was carried out by the Company, beneRs.tted in product improvement, cost reduction and product development. Flat panel TVs:
The Company has introduced number of new LED TV models in HD / FHD / UHD segment.
Your Company is the Rs.rst in the country to introduce "Onida Fire TV" based 4K UHD TVs in 43/50/55 segment, based on the Fire TV Operating System. THE 4K UHD TVs support DOLBY VISION & DOLBY ATMOS. Company has also introduced third generation HD/FHD Fire TVs. The Third generation of Fire TV is with more RAM memory and integrated IR blaster in Remote control. These TV support AI based on Alexa using Voice controlled remote. You will be happy to know these Onida Fire TV are the highest rated TV on the Amazon India website. Going with your Company tradition of better sound, additional range of Fire TV?€™s were introduced with External speaker enclosure enhancing the complete TV experience with good sound quality. 4K UHD FIRE TV is launched with external theatre sound box which enhances the sound to next level by using dual coil woofer and dome tweeters.
We will also be starting BEE certiRs.cation for UHD TVs. You will be happy to know all our TV meet the national standards like set by Bureau of Indian Standards (BIS) and Bureau of Energy ERs.ciency (BEE).
Air Conditioner:
The complete range of Air conditioner products (1.0T /1.5T /2.0T , and 3//5 Energy star), as per the new BEE Energy labelling scheme ( July?€™2022) was developed and manufactured in India (Make in India), with Environment friendly R32 Refrigerant.
The following new consumer relevant features, integrated in to new product launches to enhance technology superiority ,
Flexi 5 5 Modes of cooling capcity to provide the required comfort, combined with energy savings
Heavy Duty Designed for Super tropical conditions ,to provide required cooling even at 58 deg C and 100% Rated cooling capacity even @ 43 deg C
Eco Mode This Energy Saving Performance feature is cost-effective while running the unit and still providing a pleasant and refreshing experience
I Feel (Temp sensor in remote) - Senses temperature around the remote and delivers the most comfortable temperature around you (remote) as per your need, giving a comfortable cooling experience
Anti Viral Silver Filter - Activated charcoal treated with
AgNPs, protects from Fungus, Mold and Bacteria , to ensure your space is clean and hygiene.
Active Carbon Filter -This is a Multi-Layered filter which improves indoor air quality and absorbs ammonia and other bad odours.
Refrigerator:
The complete Refrigertaor product portfolio is developed as per the New BEE Labelling scheme, which was implemented from Jan?€™2023 .
Total 6 Models are developed with Capacities 92L, 180L, 190L, 195L and 215L with 1& 2 star energy rating. Air cooler :
Aircooler product portfolio was revamped from 2 models to 7 models . This was done to plug product gaps, like personal cooler (22//35L) , small desert cooler (52L). and Models with New Aesthetic (85L & 90L) iii. Information regarding imported technology (Imported during last three years):
The Company has not imported any technology. However, the management of the Company believes that information technology can be extensively used in all spheres of its activities to improve productivity and eRs.ciency levels. The Company has already implemented SAP, a customized ERP module, at all its branches and manufacturing facilities. iv. Expenditure on research and development: (Amount in Rs. lakhs)
| Financial | Financial | |
| Particulars of expenditures | year | year |
| 2022-2023 | 2021-2022 | |
| A Capital | 0 | 0 |
| B Recurring | 319.65 | 313.67 |
| C Total | 319.65 | 313.67 |
| * Total Expenditure as a % of | 0.29 | 0.26 |
| D | ||
| total Turnover |
* On the basis of net turnover.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:-
The Foreign Exchange earned in terms of actual inRs.ows during the year and the Foreign Exchange outgo during the year in terms of actual outRs.ows is as follows.
(Amount in Rs. lakhs)
| Financial year | Financial year | |
| Particulars | ||
| 2022-2023 | 2021-2022 | |
| A Foreign exchange earnings | 44.07 | 5.67 |
| B Foreign exchange outgo | 416.58 | 243.31 |
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Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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2024, IIFL Securities Ltd. All Rights Reserved
Follow us on
ATTENTION INVESTORS
- Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
We are ISO 27001:2013 Certified.
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.