2022-23
TO THE MEMBERS
MIVEN MACHINE TOOLS LIMITED
The Directors present the Thirty Eighth Annual Report and the Audited Financial
Statements of Miven Machine Tools Limited ("Company") for the Financial Year
("FY") ended March 31, 2023..
1. FINANCIAL SUMMARY/HIGHLIGHTS
(Rs. in lakhs)
| FINANCIAL RESULTS |
Financial Year ended 31-03-2023 |
Financial Year ended 31-03-2022 |
| Gross Income |
102.40 |
248.66 |
| Other income |
90.91 |
3.41 |
| Total income |
193.31 |
252.07 |
| Operating Expenses |
217.64 |
335.89 |
| Loss before exceptional item |
24.33 |
83.82 |
| Exceptional item |
762.41 |
64.97 |
| Net Loss / Profit |
738.07 |
(148.79) |
| Other comprehensive income |
2.83 |
|
| total Comprehensive Income |
740.90 |
(148.79) |
| Earning per share |
|
|
| Basic |
24.67 |
(4.95) |
| Diluted |
24.67 |
(4.95) |
2. OPERATIONS AND STATUS OF COMPANYS AFFAIRS
During the year under review, your company achieved a turnover of Rs. 102.40 lakhs from
manufacturing operations as against previous years turnover of Rs. 248.66 lakhs. Company
has earned a net profit after tax of Rs 740.90 lakhs on account of exceptional income
arisng out of writing of loans taken from related parties, as against a loss of Rs.148.79
lakhs during the previous financial year.
The machine tools industry continues to be passing through a period of recession and as
a result the Company has been incurring operating losses year after year.
3. DIVIDEND
Since the company has incurred operating losses during the year under review, the
company is not in a position to consider payment of any dividend.
4. AMOUNT PROPOSED TO BE CARRIED TO RESERVE:
In view of the financial position of the Company during the FY 2022-23, the company
does not propose to transfer any amount to the reserves.
5. MATERIAL IMPACT OF COVID-19 PANDEMIC ON OPERATIONS AND PERFORMANCE
Various restrictions imposed in the earlier years owing to COVID 19 pandemic have been
completely relaxed by the Central and the State Government.Company restarted its
manufacturing operations with limited number of employees on a restricted scale. The
restart of operations has been slow .
Capital and Financial Resources:
The Company does not propose to raise any further capital / debt as the current
financial position of the Company is sound. Liquidity position of the Company is stable
and is being maintained to meet its commitments.
Ability to service debt and other financial arrangement:
Company has does not have any outstanding loans or working capital limits with banks
and any financial institutions. Company may have temporary difficulty to service the debt
in the form of Inter corporate deposits taken from sister concerns or directors and there
may be delay in making payment of interest due thereon. None of the assets of the Company
have been impacted or impaired.
6. WRITE OFF THE LOANS TAKEN FROM RELATED PARTIES AND OTHER PROVISIONS
A. During the year under review, the Company has written off of the loans taken from
the related parties, after obtaining the consent from the concerned parties :
| SI No Name of party |
Relationship |
Principal amount Rs |
Accrued interest Rs |
Total amount Rs |
| 1 RurisTechnal Extraction Systems Private Limited |
Related party |
9906041 |
11097570 |
21003611 |
| 2 N A Sirur (Hubli) Private Limited |
Related party |
9358841 |
10052251 |
19411092 |
| 3 Vikram Sirur |
Related party |
26735599 |
0 |
26735599 |
| total |
|
46000481 |
21149821 |
67150302 |
B. Writing off of the provisions pertaining to the previous years :
The Company has writien off the provisions pertaining to previous financial years and
other vendor balances which were outstanding for more than 3 years and which were no more
considered necessary as mentioned below :
| SI No Particulars |
Amount Rs |
| 1 Provisions written off |
2193236.00 |
| 2 Unclaimed credit balances written off |
7280976.45 |
| 3 Unclaimed debit balance of parties |
111740.46 |
| total |
9585952.91 |
C. Company has recognised a sum of Rs 90.91 lakhs upon closure of the Superannuation
Fund Trust maintained with Life Insurance Corporation of India
D. The combined effect of adjustments and the exceptional items mentioned above, works
out to Rs 8,58,27,254 and has been added back to the income during the financial year.
E. As a result, the negative balances in Profit and Balance accunt has been reduced
from Rs to Rs during the year.
8. RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy for the Company
including identification therein of elements of risk, which in the opinion of the Board
may threaten the existence of the Company. Company has been making constant efforts to
continue its status as a going concern.
9. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors of the company have laid down internal financial controls in terms of the
policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to Companys policies, the safeguarding of 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. Such internal
financial controls are adequate with the size and operations of the Company and were
operating efficiently.
10. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has no tolerance for Sexual Harassment at Workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
("Policy"). The Company has not received any complaints under the Prevention of
Sexual Harassment Act for the FY 2022-23.
11. VIGIL MECHANISM
The Company has established a Vigil Mechanism ("Mechanism") by way of a
Whistle Blower Policy for reporting of genuine concerns and/or grievances. The said
Mechanism provides adequate safeguards against victimization of persons who use the
mechanism and also provides direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases.
12. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public at the beginning of the year
nor has it accepted any public deposits during the year under review.
13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has not given any loans or guarantees or
provided security in connection with any loan or acquired securities of any other body
corporate in terms of Section 186 of the Companies Act, 2013 ("Act").
14. CHANGE IN COMPOSITION OF BOARD OF DIRECTORS
1. In accordance with the provisions of Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Alka Sirur (DIN 06717649), is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offers herself for
reappointment.
2. Mr. Nandan Balwalli has been reappointed as Independent Director.
15. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-23, Company held 4 meetings of the Board of Directors.
Details of attendance by the Directors at the Board Meetings during their tenure during
the financial year and the previous Annual General meeting held on September 20, 2022 are
furnished below:
| No Name of Director |
No of Board Meetings held during the tenure of Director |
No of Board Meetings attended |
Attendance .at the last AGM |
| 1 Mr, Vikram R Sirur |
4 |
4 |
Yes |
| 2 Mr. Nandan M Balwalli |
4 |
4 |
Yes |
| 3 Mr. Anand B. Kamalapur |
4 |
4 |
Yes |
| 4 Mrs. Alka Vikram Sirur |
4 |
4 |
Yes |
16. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF
COMPANIES ACT 2013
As required under the provisions of Section 149(6) of the Companies Act, 2013, Company
has received declarations from the independent Directors viz. Mr AnandKamalapur and Mr
Nandan M Balwalliduring their tenure stating that they have met the criteria of
independence. In the opinion of the Board, MrAnand Kamalapur and Mr Nandan M Balwalli have
fulfilled the conditions specified in the Act and rules for appointment as Independent
Directors and they are independent of management of the Company.
17. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board has carried out an evaluation of the performance of individual directors,
Committees constituted by the Board and the Board as a whole during the financial year
under report, through a process of personal discussions followed by a review to determine
and enhance the effectiveness of the individual Directors, Committees and the Board.
18. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY
The Nomination and Remuneration Committee ("NRC") recommends the
reconstitution of the Board as and when required. It also recommends to the Board, the
appointment of Directors having good personal and professional reputation and conducts
reference checks and due diligence of all Directors before recommending them to the Board.
In accordance with the provisions of Section 178 of the Act, the Board of Directors
have adopted a Policy on Board Diversity and Director Attributes and the Remuneration
Policy. The Policy on Board Diversity and Director Attributes has been framed to encourage
diversity of thought, experience, knowledge, perspective, age and gender in the Board.
19. KEY MANAGERIAL PERSONNEL
The following persons continue to be the Key Managerial Personnel of the Company
pursuant to the provions of Section 203 of the Companies Act, 2013:
1) Mr. Vikram R Sirur: Managing Director
2) Mr. S G Gadagkar: Chief Financial Officer
3) Ms. Divya Lalwani: Company Secretary
20. DIRECTORS RESPONSIBILITY STATEMENT
Based on the internal financial controls and compliance systems of the Company, work
performed by the internal, statutory and secretarial auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Companys internal financial controls were adequate and effective
during FY 2022-23.
Accordingly, pursuant to the provisions of Section 134(3) and 134(5) of the Act, the
Board of Directors to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
b) they 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 affairs of the company at the end of the financial year and of the loss of
the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the company and
that such internal financial controls were adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
21. EXEMPTIONS TO SMALL COMPANIES FROM CORPORATE GOVERNANCE
Since the paid up capital of the company is less than Rs 10 crore and the networth is
less than Rs 25 crore, the Company is exempted from the provisions of Clause 49 of the
erstwhile Listing Agreement upto November 30, 2015 and from the provisions of corporate
governance as specified in Regulations 17 to 28 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 which came into force from December 1, 2015. In
view of the same, details relating to compliance with the provisions of Corporate
Governance have not been furnished in this Report.
22. Board and its Committees
a. Board
Four Board Meetings were held during FY 2022-23.
b. Audit Committee
The Audit Committee of Directors, at the beginning of the financial year comprised of
Mr Nandan M Balwalli, Mr Anand Kamalapur and Mrs. Alka V. Sirur. The Audit committee has
reviewed the financial statements of the Company for the financial year 2022-23 and the
report of the auditors thereon before they were submitted to the Board for approval.. The
composition of the Committee is in line with the provisions of Section 177 of the Act.
c. Nomination and Remuneration Committee ("NRC")
The NRC of Directors, at the beginning of the financial year, comprised of Mr Nandan M
Balwalli, Mr Anand Kamalapur and Mrs. Alka V. Sirur.The composition of the Committee is in
line with the provisions of Section 178 of the Act.
d. Corporate Social Responsibility Committee
As regards the applicable provisions of the Act and the Rules framed there under, the
Company is not required to constitute a Corporate Social Responsibility Committee.
23. RE-APPOINTMENT OF INDEPENDENT DIRECTOR :
The term of office of Mr. Nandan M Balwalli as independent Director concluded on
January 17, 2023. The board of Directors of the Company has resolved to re-appoint /
continue him as an independent Director for a further period of 5 years with effect from
January 18, 2023 and the proposal for his re-appointment for obtaining the approval of the
shareholders by a special resolution has beenplaced at this AGM and the members are
requested to approve the proposal.
24. REAPPOINTMENT OF STATUTORY AUDITORS
At the 37th Annual General Meeting held on September 20, 2022, the members
have reappointed M/s Rao Associates as the statutory auditors for a term of 5 years i.e.
from the conclusion of the 37th Annual General Meeting upto the conclusion of
the 42nd Annual General Meeting.
25. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
Company has adopted the Indian Accounting Standards pursuant to the provisions of Ind
AS Rules, with effect from April 1, 2017.
26. EXPLANATION ON STATUTORY AUDITORS REPORT
The Independent Auditors Report received from the Statutory Auditors does not contain
any qualifications, reservations, adverse remarks or disclaimers pursuant to the
provisions of Companies Act, 2013 and hence there is no need to furnish any explanation by
the Board of Directors thereon.
27. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
Mr. Umesh P Masked, Practicing Company Secretary, to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report in Form MR-3 received from the said Secretarial
auditor is annexed to this report. The observations of the Secretarial Auditors and the
management comments are furnished below :
(a) Maintenance of Structured Digital Database
Regulation 5 of SEBI (Prohibition of Insider Trading ) Regulations, 2015 stipulates
that the ‘internal controls and checks such as time stamping and audit trails to
ensure non-tampering of the Structured Digital Database ("SDD") . It is observed
that the company has maintained SDD in excel sheet and the same does not have the features
of audit trail, time stamping and non- temperability.
Management response:
Company is now in the process of identifying a suitable vendor and instal the same with
effect from the quarter ending September 30, 2023 which will have the required features
stipulated by SEBI.
(b) Delay in intimation of outcome of financial results to BSE
Company was required to disclose the financial results to the stock Exchange within 30
minutes of the conclusion of the Board Meeting as per Regulation 30 read with Para A of
sub-Para 4(h) of Schedule III of SEBI LODR. It is observed that there was a delay of more
than 2 hours in submission of financial results in respect of board Meetings held on
August 06, 2022 and February 10, 2023 respectively.
Management response :
Delay has happed owing to technical glitches at the Companys I T infrastructure.
Company will take corrective steps and ensure that financial results are disclosed to the
stock exchange within the stipulated timelines.
(c) Non maintenance of recordings of meetings held by Video Conferencing Company has
not maintained the records of Board Meetings and Annual General meetings held through
Video Conferencing conducted during the financial year as required under the provisions of
Section 173 of the Companies Act, 2013 read with section Rules 3 & 4 of the Companies
(Meetings of Board and its Powers) Rules, 2014.
Management response:
The company has informed that it will maintain the recordings of the meetings held by
Video Conferencing from the current financial year 2023-24.
(d) Continuation of appointment of Independent Director
The term of office of Mr. Nandan M Balwalli as independent Director concluded on
January 17, 2023. The board of Directors of the Company has resolved to re-appoint /
continue him as an independent Director for a further period of 5 years with effect from
January 18, 2023, whereas approval of the shareholders by a special resolution was
required to be obtained prior to January 18, 2023 as provided in .
Management response :
The company has informed that it will place the resolution for obtaining approval/
ratification of the shareholders for the continuation of Mr. Nandan Balwalli as
Independent director for a period of five years with effect from January 18, 2023 at the
forthcoming 38th Annual General Meeting.
33. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
No material changes have taken place during the year.
34. RELATED PARTY TRANSACTIONS
During the year, the Company has not entered into any transactions with Related Parties
which are not in its ordinary course of business or not on an arms length basis and which
require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.
Hence, the details of material contracts or arrangements or transactions with Related
Parties on an arms length basis with respect to transactions covered under Section 188(1)
of the Act are not attached to this report. Hence form AOC-2 has not been attached to this
report.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
During the year under review no significant and material orders were passed.
36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 134(3)(a)
The auditors of the company have not reported any fraud under sub- section (12) of
Section 143 of the Companies Act, 2013 whether reportable to the Central Government or
otherwise and hence no details are furnished in this regard.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Information required Rules 8(3)(A) and (B) of the Companies (Accounts) Rules, 2014,
concerning conservation of energy, technology absorption and foreign exchange outgo have
been furnished in Annexure to this report.
38. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business during the year.
39. DETAILS PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION
197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The information stipulated under Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is furnished below:
i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2022-2023:
Not applicable as the company has been incurring operating losses.
ii) The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary - if any in the financial year 2022-23:
There was no increase in remuneration of any Director, CFO or Company Secreary during
the financial 2022-23.
iii) The percentage increase in the median remuneration of employees in the financial
year 2022-23:
There was no increase in remuneration of employees during the year.
iv) The number of permanent employees on the roles of the Company:
v) The explanation on the relationship between average increase in remuneration and
Company performance:
There was no increase in remuneration and since the company is under loss, explanation
is not necessary.
vi) Comparison of the remuneration of the key managerial personnel against the
performance of the company:
Since the Company is making operating loss, no comparison is possible.
vii) The key parameters for any variable component of remuneration availed by the
directors:
Not Applicable.
viii) The ratio of the remuneration of the highest paid director to that of the
employees who are not directors but receive remuneration in excess of the highest paid
director during the year:
Not Applicable
ix) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the past financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
There was no increase in the salaries of employees other than managerial personnel and
also managerial personnel, hence no comparison is possible.
x) During the year under review there was no employee who was in receipt of a
remuneration of Rs.5,00,000/- per month or Rs.60,00,000/- per annum and-hence the
particulars of the employees as required in terms of Sub Rule 2 of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not attracted.
xi) Variations in the market capitalization of the company, price earnings ratio as at
the closing date of the current financial year and previous financial year and percentage
increase over decrease in the market quotations of the shares of the company in comparison
to the rate at which the company came out with the last public offer in case of listed
companies.
The equity shares of the company are listed on BSE Ltd. These shares are very thinly
traded on Stock Exchange. The opening price during the financial year under report was Rs.
355.31 lakhs and the closing price was Rs. 355.31 lakhs. The market
capitalization of the company as on March 31, 2022 was Rs lakhs as against Rs
355.31 lakhs on March 31, 2023.
Since the company has been incurring losses, the computation of price earnings ratio is
not applicable.
40. ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the
annual return for FY 2022-23 has been displayed on our website
www.mivenmachinetools.in
41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report as required under Para (B) of Schedule V read
with Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached in Annexure B and forms part of this Report.
42. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
The company does not have any shares in the demat suspense account or unclaimed
suspense account and hence the question of making any disclosure in this regard does not
arise.
43. ACKNOWLEDGEMENTS
The Directors piace on record their appreciation of the continuing support of the
stakeholders of the Company. The Board also records its appreciation of the services
rendered by the management of the Company.
On behalf of the Board of Directors For Miven Machine Tools Limited
| Vikram R Sirur |
A.B. Kamalapur |
| Managing Director |
Director |
| DIN 0312980 |
DIN 00474775 |
| Hubli |
|
| May 30, 2023 |
|
| Registered Office: |
|
| Sirurs Compound, Karwar Road, |
|
| Hubli-580024, Karnataka, India |
|
+91-9892691696
