Your directors have pleasure in presenting before you the 34th Boards Report on the Companys business and operations, together with the audited financial statements (standalone & consolidated) for the financial year ended March 31, 2022.
Update on successful implementation of the Resolution Plan
In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP Process") of M/s. MIC Electronics Limited ("Company") was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT") Hyderabad Bench on March 13, 2018 ("Insolvency Commencement Date"). Mr. Prabhakar Nandiraju was appointed as the Interim Resolution Professional ("IRP") to manage the affairs of the Company. Subsequently, Mr. Prabhakar Nandiraju was confirmed as the Resolution Professional ("RP") by the committee of creditors ("CoC") at their meeting held on June 01, 2018, on appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended.
The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Out of various resolution plans submitted by Resolution Applicants, the CoC approved the resolution plan submitted by M/s. Cosyn Limited consortium (M/s. Cosyn Limited, M/s. RRK Enterprise Pvt Ltd and Mr Siva Lakshmana Rao Kakarala). The RP submitted the CoC approved resolution plan to the NCLT on December 10, 2018 for its approval and the NCLT, Hyderabad Bench approved the resolution plan submitted by M/s. Cosyn Limited consortium on July 31, 2019 ("IBC/NCLT Order"). Pursuant to the NCLT order, M/s. Cosyn Limited consortium is under process of implementation of Resolution Plan. A new Board was constituted on August 07, 2019 ("Reconstituted Board" or "Board") and a new management was put in place. In accordance with the provisions of the Code and the NCLT order, the approved resolution plan is binding on the Company and its employees, members, creditors, guarantors and other stakeholders involved.
The entire payments contemplated under the resolution plan were paid to the financial creditors and upon the completion of entire payment, the IA No. 166/2021 in CP(IB) No. 24/7/HDB/2018 was disposed of by the Honble NCLT, Hyderabad bench vide its Order dated July 22, 2021.
The Board Meeting held on June 30, 2021 approved the reduction of capital from 44,05,08,638/- comprising of 22,02,54,319 equity shares of f 2/- each to f 11,01,28,000/- comprising of 5,50,64,000 equity shares of f 2/- each and obtained the approval for recommencement of trading for the said reduced capital from the stock exchanges w.e.f., December 17, 2021. Thereafter, the Board Meeting held on February 12, 2022 issued the said reduced equity shares of 16,51,90,319 to the resolution applicant(s) i.e., new promoters and to the strategic investors i.e., non-promoters. In addition to the above shares, the Board also issued 11,92,024 equity shares to the strategic investors. The total issue size is 16,63,82,343 equity shares at different prices i.e., for the new promoters the issue price is f 3.40/- per share and to the non-promoters the issue price is f 20/- per share. The Company obtained the in-principal approvals from the stock exchanges on March 15, 2022 and thereafter vide its Board Meeting held on March 25, 2022 allotted the said shares. The Company obtained the listing approvals from the stock exchanges on April 05, 2022 (NSE) and April 07, 2022 (BSE) for the said allotted shares. The Company obtained the trading approvals from the stock exchanges on April 13, 2022 for the said allotted 16,63,82,343 equity shares of f 2/- each w.e.f., April 18, 2022.
During the year under review, the Company have completed the structuring of equity capital and fresh issue of equity shares to resolution applicant(s) i.e., the new promoters as contemplated under clause 7 of the approved resolution plan.
Members are requested to read this report in light of the fact that the new Board of Directors and the management has successfully completed the implementation of the approved resolution plan, during the year under review.
In compliance with the provisions of the Companies Act, 2013 (Act), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2021-22. The financial highlights of the Companys standalone operations are as follows:
(Amount in f Lakhs)
|Profit before Tax||281.09||(541.32)|
|Provision for Tax||--||--|
|Profit after Tax||281.09||(541.32)|
|Transfer to General Reserve||--||--|
|Profit available for appropriation||--||--|
|Provision for Proposed Dividend||--||--|
|Provision for Corporate Tax||--||--|
The financial highlights of the Companys consolidated operations are as follows:
|Profit before Tax||303.23||(541.65)|
|Provision for Tax||6.95||--|
|Profit after Tax||296.28||(541.65)|
|Transfer to General Reserve||--||--|
|Profit available for appropriation||--||--|
|Provision for Proposed Dividend||--||--|
|Provision for Corporate Tax||--||--|
The total revenue of the Company for the financial year ended March 31, 2022 was f 3233.57 Lakhs as compared to the previous years total revenue of f 423.24 Lakhs. During this financial year the Company has earned a net profit of f 281.09 Lakhs as against the previous years net loss of f 541.32 Lakhs.
During the year under review, your company executed regular Annual Maintenance Contracts (AMC) of Indian Railways and executed certain lighting and display order of private parties. The Company received the Oxygen Concentrators (OCs) supply order from the Oil and Natural Gas Commission (ONGC) in the Month of June, 2021 for the quantity of 5000 OCs and the order value is f 33 Crores inclusive of taxes. The ONGC order was successfully completed during the year under review. The management of the Company is studying the business lines of the Company in order to identify and focus on the profit generating lines apart from the regular AMCs of Indian Railways. The management of the Company is focused on revival of the Passenger Information System (PIS) division of the Company which supplies the LED display boards to the Indian Railways and to the private parties including the government bodies. The management of the Company is also focused on establishment of manufacturing/assembling unit of all kinds of batteries in particular for electric vehicles and also to enter the market of electric two wheelers.
Change in the nature of business
There was no change in nature of the business of the Company during the financial year ended on March 31, 2022. However, during the year under review, the Company had entered in to two new lines of business verticals i.e., Manufacturing/ assembling/ trading of Oxygen Concentrators (Medical Equipment) and Electric Vehicles including all kinds of batteries.
These are unprecedented times, as our country and the entire world struggle to contain and combat the COVID-19 pandemic. Amidst such rampant uncertainties, we have abided by every safety and social distancing norms and have been consistently communicating the same to both our employees and customers. We stand in solidarity with the Government of India and all our citizens, and our efforts towards the betterment of one and all will continue, unabated.
During the F.Y. 2021-22, the authorised share capital of the Company was increased in the 33 rd AGM of the Company held on December 27, 2021 from f 54,00,00,000/- (Rupees Fifty-Four Crores Only) divided into 27,00,00,000 (Twenty-Seven Crores) equity shares of f 02/- (Rupees Two Only) each to f 75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 37,50,00,000 (Thirty-Seven Crores Fifty Lakhs) equity shares of f 02/- (Rupees Two Only) each.
At the start of the F.Y. 2021-22 the paid-up share capital of the Company was f 44,05,08,638/- (Rupees Forty-Four Crores Five Lakhs Eight Thousand Six Hundred and Thirty-Eight Only) divided into 22,02,54,319 (Twenty-Two Crores Two Lakhs Fifty-Four Thousand Three Hundred and Nineteen) equity shares of f 02/- (Rupees Two Only) each.
In compliance with the approved resolution plan, the erstwhile paid-up equity shares capital of the Company as mentioned above was reduced to f 11,01,28,000/- (Rupees Eleven Crores One Lakh Twenty-Eight Thousand Only) divided into 5,50,64,000 (Five Crores Fifty Lakhs Sixty-Four Thousand) equity shares of f 02/- (Rupees Two Only) each at Board of Directors meeting held on June 30, 2021 due to which the trading in the shares of the Company was suspended w.e.f., June 24, 2021. The Company had obtained the listing & trading approvals from the stock exchanges i.e., NSE & BSE for the said reduced capital for re-commencement of trading w.e.f., December 17, 2021.
Later, the board of directors in its meeting held on February 12, 2022 issued 16,63,82,343 (Sixteen Crores Sixty-Three Lakhs Eighty-Two Thousand Three Hundred and Forty-Three) equity shares of f 2/- (Rupees Two Only) each at a premium of f 1.40/- (Rupees One and Forty Paisa Only) each for 16,46,82,343 (Sixteen Crores Forty-Six Lakhs Eighty-Two Thousand Three Hundred and Forty-Three) Equity Shares to the Promoters (Resolution Applicants) and f 18.00/- (Rupees Eighteen Only) each for the balance 17,00,000 (Seventeen Lakhs) Equity Shares to
the Non-promoters (Strategic Investors) for which the in-principle approvals from the stock exchanges were obtained on March 15, 2022 and allotment was made by the Board of Directors in its meeting held on March 25, 2022. The Company had obtained the listing & trading approvals for said allotments on April 07, 2022 & April 13, 2022 and the trading in the said allotted shares will commence from April 18, 2022. However, the said allotted shares will be under lock-in for a period of one year.
The paid-up capital as at the end of the F.Y. 2021-22 is ? 44,28,92,686/- (Rupees Forty-Four Crores Twenty-Eight Lakhs Ninety-Two Thousand Six Hundred and Eighty-Six Only) divided into 22,14,46,343 (Twenty-Two Crores Fourteen Lakhs Forty-Six Thousand Three Hundred and Forty- Three) equity shares of ? 02/- (Rupees Two Only) each.
Transfer to reserves
For the financial year ended March 31, 2022, the Company has not transferred any amount to General Reserves and Surplus Account. Dividend
The Company has not declared any dividend during the year.
Buy Back of shares and disinvestment
The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2022.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (Ind AS) as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (MCA)) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").
Transfer of unclaimed Dividend(s)/ Shares to Investor Education and Protection Fund
During the FY 2021-22, there was no unpaid/ unclaimed dividend pertaining to FY 2013-14 to be transferred to the Investors Education and Protection Fund (IEPF) Account established by the Central Government.
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investors Education and Protection Fund (IEPF) after giving due notices to the concerned shareholders, which is not applicable to the Company during the year.
Unclaimed securities demat suspense account
There were no unclaimed securities to be kept in the demat suspense account.
The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet for the FY 2021-22.
Significant and material orders passed by the regulators
During the FY 2021-22, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
Material changes and commitments
There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year March 31, 2022 to which the financial statements relates and the date of signing of this report.
Board of Directors
During the start of the FY 2021-22, the following are the Directors on the Board of the Company
|Sl.No. Name of the Director||DIN||Designation|
|1 Mr Vishnu Ravi||01144902||Executive Director|
|2 Mr Siva Lakshmana Rao Kakarala||03641564||Non-executive Director|
|3 Mr Srinivas Medasani||00827476||Independent Director|
|4 Ms Karuna Gayathri Upadhyayula||07901195||Independent Director|
Mr Vishnu Ravi resigned as Director of the Company on June 30, 2021 and Mr Srinivas Medasani resigned as Director of the Company on July 05, 2021. The board placed vote of appreciation for their services during their tenure.
The Board of Directors in its meeting held on July 06, 2021 had appointed Mr Kaushik Yalamanchili holding DIN: 07334243 as Additional Director in the promoter category and Mr Manideep Katepalli holding DIN: 07840019 as Additional Director in the Independent Director category.
Upon recommendations of the Nomination and Remuneration Committee in its meeting held on September 16, 2021, the Board of Directors in its meeting held on September 16, 2021, appointed Mr Kaushik Yalamanchili as Managing Director of the Company for a period of three years subject to the approval of members and the members approved his appointment at the 33rd AGM of the Company held on December 27, 2021. The Board of Directors in its meeting held on March 12, 2022 had appointed Mr Srinivas Rao Kolli holding DIN: 07980993 and Mrs Venkata Naga Lavanya Kandala holding DIN: 07891405 as Additional Directors in the Independent Director category subject to approval of members within a period of 3 (three) months from the date of their appointment.
The members through postal ballot dated June 04, 2022 approved the appointment of Mr Srinivas Rao Kolli and Mrs Venkata Naga Lavanya Kandala as Directors of the Company in the Independent Director category for a period of five years w.e.f., March 12, 2022.
As on March 31, 2022, the board of directors of the Company consists of the following directors:
|Sl.No. Name of the Director||DIN||Designation|
|1 Mr Kaushik Yalamanchili||07334243||Chairman & Managing Director|
|2 Mr Siva Lakshmana Rao Kakarala||03641564||Non-executive Director|
|3 Mr Manideep Katepalli||07840019||Independent Director|
|4 Ms Karuna Gayathri Upadhyayula||07901195||Independent Director|
|5 Mr Srinivas Rao Kolli||07980993||Independent Director|
|6 Mrs Venkata Naga Lavanya Kandala||07891405||Independent Director|
Key Managerial Personnel
During the FY 2021-22, the Company is having the following KMPs
1. Mr Vishnu Ravi - Managing Director1
2. Mr Muralikrishnan Sadasivan Madurai - Company Secretary2
3. Mr Kaushik Yalamanchili - Managing Director3
4. Mr Muralikrishnan Sadasivan Madurai - Chief Financial Officer4
5. Mr Srikanth Reddy Kolli - Company Secretary5
6. Mr Srinivasan Arunachalam - Chief Executive Officer6
1 Mr Vishnu Ravi was resigned w.e.f. June 30, 2021.
2 Mr Muralikrishnan Sadasivan Madurai was resigned w.e.f. September 30, 2021.
3 Mr Kaushik Yalamanchili was appointed w.e.f. September 16, 2021.
4 Mr Muralikrishnan Sadasivan Madurai was appointed w.e.f. October 01,2021.
5 Mr Srikanth Reddy Kolli was appointed w.e.f. October 01, 2021.
6 Mr Srinivasan Arunachalam was appointed w.e.f. February 12, 2022.
Declaration by the Independent Directors
The Company has received declarations from all independent directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR Regulations. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.
Policy on Directors appointment and remuneration and other details
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The detailed policy is available on the Companys website at www.mic. co.in.
Annual Board Evaluation
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Criteria for Performance Evaluation:
a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.
c. Bringing objectivity and independence of view to the Boards discussions in relation to the Companys strategy, performance, and risk management
d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance
e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and accountability under the Directors Responsibility Statement.
A handbook covering the role, functions, duties and responsibilities and the details of the compliance requirements expected from the Directors under the Act, and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were given and explained to the new Directors.
The newly appointed Directors are given induction and orientation with respect to Companys Vision, Core purpose, Core Values and Business operations. In addition, detailed presentations are made by Senior Management Personnel on business environment, performance of the Company at every Board Meeting.
The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and enables the Directors to fulfil their role/responsibility.
Details of Familiarization Programme for the Independent Directors are uploaded on the website of the Company at www.mic.co.in.
Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo
The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-I forming part of this Report.
Subsidiary, Associate and Joint Venture Companies
As on April 01,2021, your Company has one wholly owned subsidiary - M/s. MIC Electronics Inc., USA. The said subsidiary has been wound up and dissolved under the laws of the state of California, USA w.e.f. June 21, 2021.
As on March 31, 2022, your Company is having one subsidiary (50.99%) - M/s. Bikewo Green Tech Pvt Ltd (formerly known as M/s. Right Automobiles Pvt Ltd).
As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure-II to this Report.
Performance and financial position of each of the subsidiaries, associates and joint ventures: As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is enclosed as Annexure-II to this Report.
Related Party Transactions
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were placed before the Audit Committee and also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.mic.co.in.
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as Annexure-III to this Report.
Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:
Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided along with a statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, employees employed for part of the year and in receipt of Rs. 80.50 lakhs or more per annum, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as
Annexure-IV to this report.
At the 33rd AGM held on December 27, 2021, the members approved the appointment of M/s. Bhavani & Co., Chartered Accountants (Firm Registration No. 012139S) as Statutory Auditors of the company to hold office for a period of five years from the conclusion of 33 rd AGM till the conclusion of the 38th AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.
(a) Statutory Auditors Report
The board of directors in its meeting held on May 25, 2022 duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2022 and has noted there were no qualifications/ emphasis of the matter and hence no management replies were required to be given.
(b) Internal Auditors
During the year under review, the Company has appointed M/s. RKSB & Associates, Chartered Accountants, Hyderabad as internal auditors to review internal controls and operating systems and procedures as per the scope of audit.
The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.
(c) Cost Auditors
Pursuant to the rules made by the Central Government under sub-section (1) of Section 148 of the Act, the maintenance of cost records is not applicable to the company for the year under review.
(d) Cost Audit Records
Appointment of Cost Auditors is not applicable as the turnover is less than applicable limit and hence maintenance of cost records was not applicable to the Company.
(e) Secretarial Auditors and Report
The Board has appointed Mr Y Ravi Prasada Reddy proprietor of M/s. RPR & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the financial year ended March 31, 2022 who had given their consent and eligibility to act as the Secretarial Auditors of the Company.
The Secretarial Audit for the financial year ended March 31, 2022, was carried out by M/s. RPR & Associates, Practicing Company Secretaries. The Report given by the Secretarial Auditors in Form MR-3 is annexed as Annexure-V and forms integral part of this Report.
The board of directors in its meeting held on July 20, 2022 duly reviewed the Secretarial Auditors Report for the year ended March 31, 2022 and has noted the following qualifications/ observations/ deviations together with the management replies:
|Secretarial Auditors Qualifications in the Secretarial Audit Report||Management Replies|
|Delay in compliance with various regulations of SEBI LODR like Regulation 7, 13, 23(9), 31, 46 etc||The Company complied with the requirement of said regulations with delay due to Covid-19 and the transition process from Resolution Professional (RP) to the new management as per the Resolution Plan approved by the Honble NCLT, Hyderabad bench.|
|Delay in submission of Annual Secretarial Compliance Report for the FY 2020-21 as required by the SEBI Circular dated February 08, 2019.||The then secretarial auditor of the Company who was supposed to give this report was demised in the Month of May 2021 and henceforth it was submitted with delay after appointing new secretarial auditor for issuing the said report.|
|Delay in compliance of Section 203(1 ) of the Companies Act, 201 3 with respect to appointment of Chief Financial Officer during the FY 2021-22.||The Company appointed the Chief Financial Officer w.e.f. October 01, 2021.|
|Delay in compliance of Section 138, read with rule 13 of Companies Accounts Rules, 2014 with respect to Appointment of Internal auditor.||The Company appointed the internal auditors in its board meeting held on November 12, 2021 to audit for the whole financial year 2021-22 on a quarterly basis.|
|Delay in compliance of Section 21A of Securities Contracts (Regulation) Act, 1956 read with Rule 21 of Securities Contracts (Regulation) Rules, 1957 and SEBI (Regulatory fees on Stock Exchanges) Regulations, 2006.||All the dues of stock exchanges were paid during the year 202122 by the new management.|
|During the year, the Stock Exchanges levied Fines/ penalties on the Company for non-compliance or delay compliance with SEBI LODR Regulations/ non-submission or delay in submission of various disclosures/ certificates required to be submitted under SEBI LODR Regulations.||The Company applied for waiver of SOP fines with the stock exchanges based on the immunity provided under the Resolution Plan approved by the Honble NCLT, Hyderabad bench and obtained the waiver from both the BSE & NSE on March 09, 2022 & March 10, 2022.|
In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2021-22 from M/s. RPR & Associates, Practicing Company Secretaries which is annexed as Annexure-V(A) and forms integral part of this Report and the same was also intimated to the Stock Exchanges where the shares of the Company are listed.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has obtained a certificate on non-disqualification of directors from Mr Y Ravi Prasada Reddy, (Membership No. : FCS 5783), Proprietor of M/s. RPR & Associates, Practicing Company Secretaries (PCS Registration No. 5360) which is annexed as Annexure- V(B) and forms integral of this Report.
Corporate Social Responsibility (CSR)
Since the Company did not have profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2021-22. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.
The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2021-22.
Management Discussion and Analysis Report
In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managements Discussion and Analysis for the year ended march 31,2022 is annexed hereto as Annexure-VI and forms integral of this Report.
Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. It is imperative that your companys affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.
The Report on corporate governance for the year ended March 31, 2022, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure-VII and forms integral of this Report.
Auditors certificate on Corporate Governance
As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditors certificate on corporate governance regarding the compliance of conditions forms integral of this Report.
Statement containing additional information as required under Schedule V of the Companies Act, 2013
A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.
During the year, the risk assessment parameters were reviewed. The audit committee reviewed the element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.
The audit committee provides the framework of Risk Management by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors.
Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Companys strategy and planning processes where emerging risks are used as inputs in the strategy and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.
Internal Financial Control Systems and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, Company undertakes corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.
The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its subsidiary for FY 2021-22, are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiary are available on the website of the Company. The annual accounts of the subsidiary and related detailed information will be made available to investors seeking information till the date of the ensuing 34th AGM.
Listing of Companys Equity Shares
The Companys Equity shares were listed with M/s. BSE Limited and M/s. National Stock Exchange of India Limited (Stock Exchanges). Due to capital reduction, from ? 44,05,08,638/- to ? 11,01,28,000/- approved by the Board of Directors in its meeting held on June 30, 2021 as required by the Resolution Plan approved by the Honble NCLT, Hyderabad bench, the trading in shares of the Company suspended by the stock exchanges from June 24, 2021 onwards.
The stock exchanges i.e., NSE & BSE had granted approval for recommencement of trading in the said reduced capital of ? 11,01,28,000/- divided in to 5,50,64,000 equity shares of ? 2/- each with effect from December 17, 2021 and also obtained the trading approval from the stock exchanges for the newly allotted equity shares of 16,63,82,343 to the promoters and non-promoters w.e.f. April 18, 2022.
The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2021-22.
Whistle blower Policy
The Company has adopted a Whistle-blower Policy to provide a formal mechanism to the Directors, Employees and its Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. Protected disclosures can be made by a whistle-blower through several channels.
The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. No personnel of the Company have been denied access to the Audit Committee.
The Whistle-blower Policy also facilitates all employees of the Company to report any instance of leak of Unpublished Price Sensitive Information. The Policy is also posted on the website of the Company at www.mic.co.in.
Reporting of Fraud
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors 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 Act, details of which need to be mentioned in this Report.
Declaration as per Section 134(3) of the Companies Act, 2013
During the year, the statutory auditors and secretarial auditors have not reported any instances of frauds committed by or against the Company by its Directors/ Officers/ Employees to the Audit Committee or Board under section 143 (12) of the Companies Act, 2013 and rules made thereof. Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.
As required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company for the FY 2021-22 will be placed on the website of the Company at www.mic.co.in.
Prevention of Sexual Harassment of Women at Workplace
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal complaints committee was duly constituted as required. During the financial year ended March 31, 2022, the Company has not received any Complaints pertaining to Sexual Harassment.
Particulars of Loans, Guarantees or Securities or Investments
During the year under review, the Company had given unsecured loan of ? 8 Crores to M/s. Swift Vitthiya Samavesh Pvt Ltd and made an investment of ? 3.33 Crores by way of subscribing to 10,40,300 equity shares of ? 10/- each at a premium of ? 22/- each of M/s. Bikewo Green Tech Pvt Ltd (formerly known as M/s. Right Automobiles Pvt Ltd).
Managing Director (MD) & Chief Financial Officer (CFO) Certification
The Managing Director and the Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 for the FY 2021-22.
They had also given quarterly certification on financial results while placing the quarterly results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.
The annual certificate given by the Managing Director & the Chief Financial Officer of the Company forms integral part of this report.
Meetings of the Board of Directors and its Committees during the Financial Year 2021-22
During the year under review, the Board convened eight (8) meetings. The dates of the eight meetings are June 30, 2021, July 06, 2021, August 14, 2021, September 16, 2021, November 12, 2021, February 12, 2022, March 12, 2022 and March 25, 2022.
The details were disclosed in the report on Corporate Governance which forms part of this Annual Report. The intervening gap between any two meetings was within the prescribed period.
All the recommendations made by committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2021-22 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.
Committees of the Board
The Composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee are mentioned in the Report on Corporate Governance.
Nomination and remuneration policy
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.
The management believes that competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skillsets and behaviour. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees, which resulted to uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.
All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.
Revision of Financial Statements
There was no revision of the financial statements for the year under review.
Compliance with SEBI (LODR) regulations, 2015
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with M/s. BSE Limited and M/s. National Stock Exchange of India Limited and framed the required policies which are available on Companys website i.e., www.mic.co.in.
• Board Diversity Policy
• Policy on preservation of Documents
• Risk Management Policy
• Whistle Blower Policy
• Familiarisation programme for non-executive directors
• Sexual Harassment Policy
• Policy on related party transactions
• Code of Conduct and Ethics
• Nomination and Remuneration Policy
• Policy to determine materiality
• Code for prohibition of insider trading
• Code of fair disclosure
Non-Executive Directors Compensation and disclosures
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors. The details of sitting fee paid were given in the Report on corporate governance.
Industry Based Disclosure
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
Event Based Disclosure
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employees stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act is required to be given.
4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.
5. Preferential Allotment of Shares: The Company in its board meeting held on March 25, 2022 has allotted 16,63,82,343 equity shares of ? 02/- each on preferential basis to the promoters and non-promoters in compliance with the approved resolution plan and obtained the listing & trading approvals from the stock exchanges for the said allotment.
Employees Stock Options
No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant. Directors Responsibility Statement
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2021-22 and of the statement of profit of the Company for that period;
iii. Proper and sufficient care has been taken 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;
iv. The annual accounts for the year 2021-22 have been prepared on a going concern basis.
v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
That, a system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The board wish to place on record its appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to stream line all the pending compliances and thereby to have a fresh start for the Company.
Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
The board take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government, Indian Railways, stakeholders and the shareholders for their support and cooperation extended to the Company from time to time. The board is pleased to record its appreciation of the sincere and dedicated services of the employees and workmen at all levels.
|By order of the Board|
|For MIC Electronics Limited|
|Date: July 20, 2022||Mr Kaushik Yalamanchili||Mr Manideep Katepalli|
|Place: Hyderabad||Managing Director||Director|
|DIN: 07334243||DIN: 07840019|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS