Your Company is a reputed and well known Udaipur based Company having
its presence in construction services industry, since many years.
Your Company is committed to excellence in quality of its equipment and
dedicated to customers and associates. We are committed to provide the best quality
crushers, screens & customized size reduction equipment and satisfactory after sales
services at competitive prices. We timely deliver out highly quality equipment to meet
customer requirement. We provide professional advice to our customer, find innovative
solutions to their specific requirements and treat them us our business partners, out
professional approach, after sales service and timely supply of spare parts at most
reasonable prices make us ideal choice as business partners.
OPPORTUNITIES:
The management believes that Government of Indias efforts to improve
economic growth in the Country by providing opportunities for start-ups and infrastructure
development is giving hopes to entrepreneurs for exploring new opportunities. The Company
is also looking to tap such opportunity at the right moment.
The ‘Make in India is another initiative of the present
government that will have a far-reaching impact on the crushing industry. To reap the
resulting benefits, industry leaders are currently drawing up strategies involving quick
plant deliveries, easy scalability, and mobile crushing solutions that promise minimum
relocation costs.
THREATS:
Any growing economy offers a host of opportunities. The challenge comes
from the fact that competition also keeps increasing alongside and this is becoming all
the more prominent with the continuous arrival of newer entrepreneurs in the market. While
this is good for the larger population and the economy, it does put pressure on
profitability of business. Not only newer entrepreneurs, technological advancement and the
onset of online services have made it much easier to conduct businesses without too much
need for supporting brick and mortar infrastructure. Not to mention that there is support
from conducive government policies to anybody wanting to start a new business.
The rising cost of raw materials is a major hurdle facing the crushing
and screening industry. Setting up a crushing unit involves high cost and unavailability
of raw material on time only adds to the cost. Another challenge facing this industry
involves strict government regulations. Ban on mining activities in the past had dealt a
severe blow to the industry. Since environmental issues involving quarries in various
states are yet to be entirely resolved, overall demand will continue to suffer.
SEGMENT REPORTINGS:
The Company is exclusively engaged in manufacturing of construction
equipments and revenues are mainly derived from this activity. Accounting Standard 17
regarding Segment-wise Reporting issued by the Institute of Chartered Accountants of India
and notified under the Companies (Accounting Standards) Rules, 2006 does not apply to your
Company since revenues are derived from only one segment.
OUTLOOK:
This industrial sector is on the cusp of a recovery supported by an
improvement in macroeconomic fundamentals and policy environment. The combination of
strong sales, weak market conditions that support rapid business development and a
strengthening commercial market provide us with a great opportunity to generate strong
free cash flows and disproportionately scale our business in Financial Year 2022-23. Our
performance for the year underlines the effectiveness of our resilient and differentiated
business model that is anchored by the strength of the Mewar Hi-Tech Engineering Limited
brand and the ability that gives us to attract partners and customers across. Our presence
in Udaipur is strong brand equity and large numbers of new projects are handled by us
which leads us to a good position in market.
RISKS AND CONCERNS:
Your Company is exposed to internal and external risks. The internal
risks relates to the risks within the Company due to change in management, personnel and
policies, lapses / inadequacy in existing infrastructure facilities, delinquencies on the
part of employees, staff attrition, misfeasance etc. The external risks can be associated
to those factors which are not within the control of the Company like change in interest
rates, government regulations, competition from others operating in similar business etc.
RISK MANAGEMENT:
Comprehensive risk management practices form an integral part of the
operations of Company. With ups and downs, volatility and fluctuations in the business in
which Company operates, is exposed to a slew of complex, variable risks and uncertainties
in the normal course of business.
Since such variations can cause deviations in the results from
operations and affect our financial state, the focus on risk management is high. The rapid
and continuous changes in the business environment have ensured that the organization
becomes increasingly risk focused to achieve its strategic objectives. Company policies
ensure timely identification, management and mitigation of relevant risks, such as credit
risk, liquidity risk, interest rate risk, operational risk, reputational and regulatory
risks etc., which help the Company move forward with vigor.
INTERNAL CONTROL SYSTEMS & ADEQUACY:
Company has always focused on maintain a strong internal control system
which is commensurate with our size and nature of business. The Companys internal
controls are structure in a manner that ensure reasonable assurance with regard to
maintaining of proper accounting controls, monitoring of operations, protecting assets
from unauthorized use or losses, executing transactions with proper authorization and
ensuring compliance of corporate policies, laws, accounting standards for ensuring
reliability of financial reporting.
Company has documented procedures covering all financial and operating
functions. Company has robust internal audit program, where the Internal Auditors, an
independent firm of chartered accountants, conduct a risk-based audit with a view to not
only test adherence to laid down policies and procedures but also to suggest improvements
in processes and systems. Internal audit observations and recommendations are reported to
the Audit Committee, which monitors the implementation of such recommendations.
Suggestions for improvements are considered and the Audit Committee follows up on
implementation of corrective actions. The Company also meets the Companys Statutory
Auditors to ascertain, inter alia, their views on the adequacy of internal control systems
and keeps the Board of Directors posted with its observations.
DISCUSSION ON FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS:
The financial and other operational performance of the Company for the
year under review has been discussed in detail in the Directors Report. The
Cash-Flow Statement and the Balance Sheet are annexed to this Annual Report.
HUMAN RESOURCES:
Human resource development is considered vital for effective
implementation of business plans. The Company aims to align HR practices with business
goals, motivate people for higher performance and build a competitive working environment.
Productive high performing employees are vital to the companys success. The Board
values and appreciates the contribution and commitment of the employees towards
performance of your Company during the year. In pursuance of the Companys commitment
to develop and retain the best available
Talent, the Company continued to offer in house training program to
staff members in executive development, leadership and management skills.
The Company had organized various training programs for upgrading the
skill and knowledge of its employees in different operational areas. The Company also
sponsored its employees at various levels to attend various seminars and programs
conducted by various organizations and institutions so as to update their knowledge and to
keep them abreast of all the developments in their respective fields. Employee relations
remained cordial and the work atmosphere remained congenial during the year.
CAUTIONARY STATEMENT:
Statements in this report on Management Discussion and Analysis
describing the companys objectives, projections, estimates, expectations or
predictions may be "forward looking statements" within the meaning of applicable
laws or regulations. These statements are based on certain assumptions and expectations of
future events. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Companys operations include
economic conditions affecting global and domestic demand-supply, finished goods price in
the domestic and overseas markets in which the Company operates, raw-materials cost and
availability, changes in Government regulations, tax regimes, economic developments within
or outside India and other factors such as litigation and industrial relations, natural
calamities, etc. over which the company does not have any direct control. The Company
assumes no responsibility to publicly amend, modify or revise any forward-looking
statements, on the basis of any subsequent developments, information or events or due to
change in internal or external factors.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to
Regulation 34(3) and Schedule V Para-C, Sub clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015)
To,
The Members,
MEWAR HI-TECH ENGINEERING LIMITED
1, Hawa Magri, Industrial Area, Sukher,
Udaipur, Rajasthan-313001
I have examined the relevant registers, records, forms, returns and
disclosures received from the Directors of Mewar Hi-Tech Engineering Limited having CIN:
L29299RJ2006PLC022625 and BSE Code: 540150, having registered office at 1, Hawa Magri,
Industrial Area, Sukher, Udaipur, Rajasthan-313001 (hereinafter referred to as the
Company),produced before me by the Company for the purpose of issuing this Certificate,
in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 as amended.
In my opinion and to the best of my information and according to the
verifications (including Directors Identification Number (DIN) status at the portal
www.mca.gov.in) as considered necessary and explanations furnished to me by the Company
and its officers, I hereby certify that none of the Directors on the Board of the Company
as stated below for the Financial Year ended on 31st March, 2023 have been
debarred or disqualified from being appointed or continuing as Directors of Companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority.
Sr. No Name of
Director |
DIN |
Date of Appointment/ Re
appointment in the Company |
1 Mr. Chatrsingh Harisingh
Rathore |
01748904 |
24/02/2016 |
2 Mr. Vaibhav Singh Rathore |
03438743 |
24/02/2016 |
3 Mrs. Reena Rathore |
01748907 |
24/02/2016 |
4 Mr. Ghanshyam Joshi |
08490676 |
26/09/2019 |
5 Mr. Chandragupt Singh Chauhan |
09018039 |
25/10/2020 |
Ensuring the eligibility for the appointment/continuity of every
Director on the Board is the responsibility of the management of the Company. My
responsibility is to express an opinion on these based on my verification. This
certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the
Company.
Place : Udaipur Date : 18.09.2023
MOHIT VANAWAT (Practicing Company Secretary) FCS No.: 11834, C P No.:
16528 UDIN:F011834E001036374
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED on 31st
March, 2023 [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]
To,
The Members,
Mewar Hi-Tech Engineering Limited
1 Hawa Magri Industrial Area,
Sukher Udaipur Rajasthan-313001
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Mewar Hi-Tech
Engineering Limited (L29299RJ2006PLC022625) (hereinafter called "the
company"). Secretarial Audit was conducted remotely, in a manner that provided me a
reasonable basis for evaluating the corporate conducts/ statutory compliances and
expressing my opinion thereon. This Report is to be read with the letter of even date
which is annexed to this as ‘Annexure- 1 and forms an integral part of this
report.
Based on our verification of the Companies books, papers, minute books,
forms and returns filed and other records maintained by the Company on test basis and also
the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, I hereby report that in my
opinion, the Company, during the audit period covering the financial year ended on 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
necessary for its business, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other related records maintained by the Company for the financial year ended on
31st March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(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;
(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: To the extent applicable w.r.t to disclosures;
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, 2018; Not Applicable to the Company during the Audit
Period.
d) The Securities and Exchange Board of India (Share Based Employees
Benefits) Regulation, 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 to the Company 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 dealings with
client thereto;
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; Not Applicable to the Company during the Audit Period.
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2021; Not Applicable to the Company during the Audit Period.
i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations as amended), except the
below stated:
The listed entity has taken the following actions to comply with the
observations made in
reports:
S.No Action taken by |
Details of violation |
Details of action taken E.g.
fines, warning letter, debarment, etc. |
Observations/
Remarks |
• The Company has not paid
Annual Listing Fees for the F.Y. 2020-21.
• The Company has not paid various penalties imposed under various
regulation by BSE Limited.
• No action has been taken by the company related to previous penalty
and prosecution notices issued by various Entity either by SEBI or by Stock Exchanges,
Management will responsible for True and Correctness of compliances and all matters, we
are providing our Opinion on ‘As is Where is Basis; Subject to Such information
provided by Management and its representative. We are unable to give our view on
verification and Examination of physically maintained proper book of records and other
related documents and evidences of Various meetings and attendance and other matters. |
vi. The Company has complied with the following Laws specifically
applicable to the Company:(as certified by the Management)
a. Water (Prevention & control of pollution) Act 1974 and Air
(Prevention &control of pollution) Act 1981
b. Labour laws pertaining to ESI and PF, Factories Act, Payment of
Bonus Act,
Minimum wages Act, payment of Wages Act, etc.
c. Negotiable Instrument Act, 1881
d. Code of Civil Procedure, 1908
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India.
(ii) SEBI (Listing Obligation and Disclosure Requirement) Regulations
2015 as amended.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except
Annual General meeting eithin in prescribed time limit due to lack of funds, Annual
filling forms, other formes-which were filled with additional fees to the Ministry of
Corporate Affairs, for the delayed compliance under Regulation 33, 34 and 31 for Non
submission of the financial results, annual report and Statement of Investors complaint
within the period prescribed. The company has not paid the fine yet which was imposed by
the stock exchange for such delay. But the Managing director stated us, currently
they are trying to complete all pending compliance
I further report that compliance of applicable financial laws including
Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the
same has been subject to review by the Statutory Auditors and other designated
professionals.
We further report that
• The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors but the company did not
have requisite number of Independent Directors on the Board during the period under review
as stated above. The changes, in the composition of the Board that took place during the
period under review were carried out in compliance with the provisions of the Act.
• Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance
(except for meetings conducted at shorter notice after complying with the necessary
provisions) and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Majority decision is carried through while the dissenting members
views are captured and recorded as part of the minutes.
I further report that there are inefficient 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.
Date: 18.09.2023 Place:
Udaipur |
For MOHIT VANAWAT&
ASSOCIATES
MOHIT VANAWAT Company Secretary M. No.: 11834 CP No.: 16528 UDIN:
F011834E001036407 |
ANNEXURE-1
To,
The Members,
Mewar Hi-Tech Engineering Limited
1 Hawa Magri Industrial Area,
Sukher Udaipur Rajasthan-313001
This letter is to be read with the report even date and forms an
integral part of this report.
1. Maintenance of secretarial record is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my remote audit as possible in times of pandemic.
2. I have followed the basic 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 reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Where ever required, I 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. My examination
was limited to the verification of procedures and transparency, on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For MOHIT VANAWAT& ASSOCIATES
MOHIT VANAWAT Company Secretary M. No.: 11834
Date: 18.09.2023 CP No.: 16528
Place: Udaipur UDIN: F011834E001036407
+91-9892691696
