Dear Members,
Your Directors have pleasure in presenting the 24th Directors' Report and the Audited
Statement of Accounts of the Company for the Financial Year ended 31st March 2023
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance of the Company during the year has been provided as under:
(Amount in Rs. Mn)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
5733.47 |
3,220.06 |
5,737.51 |
3,220.06 |
| Other Income |
197.02 |
87.53 |
194.77 |
87.53 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
1539.62 |
944.33 |
1539.74 |
944.26 |
| Less: Depreciation/ Amortisation/ Impairment |
182.71 |
143.10 |
186.61 |
143.10 |
| Profit /loss before Finance Costs, Exceptional items and Tax Expense |
1356.91 |
801.23 |
1353.13 |
801.16 |
| Less: Finance Costs |
145.02 |
66.49 |
145.67 |
66.49 |
| Profit /loss before Exceptional items and Tax Expense |
1408.91 |
822.27 |
1402.23 |
822.20 |
| Add/(less): Exceptional items |
0 |
0 |
0 |
0 |
| Profit /loss before Tax Expense |
1408.91 |
822.27 |
1402.23 |
822.20 |
| Less: Tax Expense (Current & Deferred) |
368.16 |
213.46 |
368.04 |
213.46 |
| Profit /loss for the year (1) |
1040.75 |
608.81 |
1,034.19 |
608.74 |
| Total Comprehensive Income/loss (2) |
(30.27) |
5.82 |
(30.27) |
5.82 |
| Total (1+2) |
1010.48 |
614.63 |
1003.92 |
614.56 |
| Balance of profit /loss for earlier years |
1,675.94 |
1,245.87 |
1,675.70 |
1,245.70 |
| Less: Transfer to Debenture Redemption Reserve |
0 |
0 |
0 |
0 |
| Less: Transfer to Reserves |
0 |
0 |
0 |
0 |
| Less: Dividend paid on Equity Shares |
0 |
184.56 |
0 |
184.56 |
| Less: Dividend paid on Preference Shares |
0 |
0 |
0 |
0 |
| Less: Dividend Distribution Tax |
0 |
0 |
0 |
0 |
| Balance carried forward |
2,686.42 |
1,675.94 |
2,679.62 |
1,675.70 |
2. REVIEW OF OPERATIONS:
Revenues - Standalone
During the year under review, the Company has recorded a total income of Rs. 5,930.49
Mn and net profit of Rs 1040.75 Mn as compared to a total income of Rs. 3,307.59 Mn and
net profit of Rs. 608.81 Mn achieved in the previous financial year.
Revenues - Consolidated
During the year under review, the Company has recorded a total income of Rs. 5932.28 Mn
and a net profit of Rs 1,034.19 Mn as compared to
total income of Rs. 3,307.59 Mn and net profit of Rs. 608.74 Mn achieved in the
previous financial year.
3. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management
Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and forms part of this Report.
4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY
During the period under review and the date of Board's Report there was no change in
the nature of Business. However, the Company has undetaken design and development of Small
Satellite Launch Vehicle (SSLV) during this year.
5. RESERVES:
The Closing balance of reserves, including retained earnings, of the Company as at
March 31st 2023 is Rs.5900.53 in Millions.
6. DIVIDEND
The Company has not paid any dividend during the year.
In terms of Regulation 43A of the Securities and Exchange Board of India
("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations), the Dividend Distribution Policy was adopted to set out
parameters and circumstances that will be taken into account by the Board while
determining the distribution of dividend to the shareholders. The Policy is available on
the website of the Company under the weblink mtar.in/inves-
tor-relations/corporate-governance/policies-related-docu- ments/
7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.
8. BOARD MEETINGS:
The Board of Directors duly met six (06) times during the financial year from 1st April
2022 to 31st March 2023. The dates on which the meetings were held are 10th May 2022, 24th
May 2022, 09th August 2022, 02nd November 2022, 21st December 2022 and 09th February 2023.
All the meetings were conducted through Physical mode and arrangement for Audio visual
means was also made for those directors who didn't attend the meeting by physical mode
during the FY 2022-23.
9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND
KEY MANAGERIAL PERSONNEL AND OTHER RELEVANT INFORMATION:
a) Appointments:
| S. No Name of the Director/KMP/ Officer |
Designation |
Date |
| 1. Mr. Anushman Reddy |
Whole Time Director |
09.08.2022 |
| 2. Mr. A. Praveen Kumar Reddy |
Whole Time Director |
09.08.2022 |
| 3. Mr. Raja Shekar Bollampally |
Chief Operating Officer |
03.05.2023 |
b) Resignations:
| S. No Name of the Director/KMP/ Officer |
Designation |
Date |
| 1. Mr. Mathew Cyriac |
Nominee Director |
10.05.2022 |
| 2. Mr. Devesh Dhar Dwivedi |
Chief Operating Officer |
24.01.2023 |
| 3. Mr. Nagarajan Vedachalam |
Independent Director |
09.02.2023 |
The Board places on record their appreciation for the invaluable contribution made by
the above director and officer(s) during their tenure.
c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as Annexure A
to the notice of the AGM forming part of this Annual Report.
10. REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under review.
11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b)
read with Regulation 25 of the SEBI (LODR), Regulations, 2015.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the Indian
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
data-bank of Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
In terms of Regulation 25(8) of the SEBI (LODR), Regulations, 2015, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fee, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
12. AUDIT COMMITTEE RECOMMENDATIONS:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized about the Company's operations and businesses.
Interaction with the Business heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company is also made to the directors.
Direct meetings with the Chairman are further facilitated to familiarize the incumbent
Director about the Company/its businesses and the group practices. The details of the
familiarization programme of the Independent Directors are available on the website of the
Company at the link : https://mtar.in/
14. BOARD EVALUATION
In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria for board evaluation by Securities and
Exchange Board of India.
Performance of the Board and Board Committees was evaluated on various parameters such
as structure, composition, diversity, experience, corporate governance competencies,
performance of specific duties and obligations, quality of decision-making and overall
Board effectiveness. Performance of individual Directors was evaluated on parameters such
as meeting attendance, participation and contribution, engagement with colleagues on the
Board, responsibility towards stakeholders and independent judgement. All the Directors
were subjected to evaluation.
The Board discussed the performance evaluation reports of the Board, Board Committees
and Individual Directors. The Board upon discussion noted the suggestions / inputs of the
Directors. Recommendations arising from this entire process were deliberated upon by the
Board to augment its effectiveness.
The detailed procedure followed for the performance evaluation of the Board, Committees
and Individual Directors is enumerated in the Corporate Governance Report.
15. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise,
gender diversity and specific qualification required for the position. The potential Board
Member is also assessed on the basis of independence criteria defined in Section 149(6) of
the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of
SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel
(KMPs) and Senior Management. The Policy is attached as a part of Corporate Governance
Report.
We affirm that the remuneration paid to the Directors is as per the terms laid down in
the Nomination and Remuneration Policy of the Company.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013
and on the basis of explanation given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from time to time, we state as under:
a. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
b. That the Directors have selected such accounting policies and applied them
consistently and made judgment 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 profit or loss of the Company for that period;
c. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. That the Directors have prepared the annual accounts on a going concern basis:
e. That the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
17. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") read with the relevant circulars and amendments thereto, the amount of
dividend remaining unpaid or unclaimed for a period of seven years from the due date is
required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven
years and therefore no amount is required to be
transferred to Investor Education and Provident Fund under the Section 125(1) and
Section 125(2) of the Act.
18. INFORMATION ABOUT THE FINANCIAL
PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES
Magnatar Aero Systems Private Limited is the wholly owned subsidiary Company of Company
incorporated on 04.11.2019 and is non-operational.
MTAR has acquired 100% stake in Gee Pee Aerospace and Defence Private Limited on 02nd
June 2022 by entering into Share Purchase Agreement, making it a wholly owned subsidiary
which was incorporated on 20.06.1988.
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the
financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached
as Annexure -IX and forms part of this report.
19. ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return is a
part of this Annual Report also disclosed on the website www.mtar.in.
20. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As per stipulated under Regulation 34 of the SEBI (LODR), Regulations, 2015, the
Business Responsibility & Sustainability Report describing the initiatives taken by
the Company from an environmental, social and governance perspective forms part of this
Annual Report and is annexed as Annexure I
21. AUDITORS
a. Statutory Auditors
The members of the Company in accordance with Section 139 of the Companies Act, 2013
have passed a resolution for appointment of M/s. S.R. Batliboi & Associates., (Firm
Registration No. 101049W/E300004) as Statutory Auditors of the Company for a period of 5
years in the AGM held on 30.09.2020 to hold office up to the conclusion of 26th Annual
General Meeting of the Company to be held in the year 2025-2026.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended March 31, 2023 and has noted that the same does not have any reservation,
qualification or adverse remarks. However, the Board decided to further strengthen the
existing system and procedures to meet all kinds of challenges and growth in the coming
years.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies
Act, 2013, the Board has appointed M/s. S.S Reddy & Associates, Practicing Company
Secretaries has undertaken Secretarial Audit of the Company for financial year ending
31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II
of this Report.
Secretarial Audit Report
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,
2023 on the Compliances according to the provisions of Section 204 of the Companies Act,
2013 and has noted that during the year, the Company does not have any reservation,
qualification or adverse remarks.
Annual Secretarial Compliance Report
The Company has filed the Annual Secretarial Compliance Report for the year 2022-23
with the BSE Ltd and National Stock Exchange of India Limited, The report was received
from a Practicing Company Secretary and filed within the stipulated time as specified
under Regulation 24A of the SEBI (LODR) Regulations.
c. Cost Auditor
Your Company maintained the required cost records as specified by the Central
Government under sub-section (1) of section 148 of the Act.
On the recommendation of the Audit Committee, the Board of Directors appointed M/s
Sagar & Associates., Cost Accountants (Registration No. 000118) as Cost Auditors of
the Company for financial year ending 31st March 2023. The relevant cost audit reports for
FY2021-22 were filed within the stipulated timeline and the cost audit report for
FY2022-2023 will also be filed within the timeline.
The remuneration of Cost Auditors has been approved by the Board of Directors on the
recommendation of Audit Committee and in terms of the Companies Act, 2013 and Rules
thereunder requisite resolution for ratification of remuneration of the Cost Auditors by
the members has been set out in the Notice of the 24th Annual General Meeting of your
Company
d. Internal Auditor
The Company has appointed M/s. Seshachalam & Co., Chartered Accountants as Internal
Auditors of the Company for the Financial Year 2022-23.
22. NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
23. INTERNAL AUDIT AND FINANCIAL CONTROLS
The Company has adequate internal controls consistent with the nature of business and
size of the operations, to effectively provide for safety of its assets, reliability of
financial transactions with adequate checks and balances, adherence to applicable statues,
accounting policies, approval procedures and to ensure optimum use of available resources.
These systems are reviewed and improved on a regular basis.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given loans, Guarantees or made any investments (except for parking
excess funds in FDs with Scheduled banks, as and when required) during the year under
review attracting the provisions under section 186 of the Companies Act, 2013.
25. RELATED PARTY TRANSACTIONS:
Our Company has formulated a policy on related party transactions which is also
available on Company's website at https://mtar.in/. This policy deals with the review and
approval of related party transactions.
All related party transactions that entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were no material
significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel or the Senior Management which may have a potential conflict with
the interest of the Company at large.
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure
III which forms part of this Report.
All related party transactions were placed before the Audit Committee/Board for
approval. Prior approval of the Audit Committee was obtained for the transactions which
are foreseen and are in repetitive in nature.
26. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company for the year ended March 31, 2023
have been prepared in accordance with the provisions of Section 129(3) of the Companies
Act and applicable Accounting Standards and form part of this report.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with first provision of Section 129(3) of the Companies Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a separate statement containing salient features of the
Financial Statements of each Subsidiary Companies in Form AOC-1 is appended to this
report, which forms part of the Financial Statements. The separate Audited Financial
Statements in respect of the Subsidiary are also available on the website of the Company
at www.mtar.in.
27. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review no Company has become or ceased to be its subsidiaries,
joint ventures or associate Company.
However, the company has acquired 100% stake in Gee Pee Aerospace and Defence Private
Limited on 02nd June 2022 by entering into Share Purchase Agreement, making it a wholly
owned subsidiary.
28. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is
provided hereunder:
A. Conservation of Energy:
During the Financial Year 2022-23, your Company strived to imbibe energy conservation
principles and initiatives across all its facilities. The other key initiatives across
multiple areas are highlighted below -
HVAC - Your Company has undertaken initiatives such as Installation of VFD with
solenoid valves for Compressor cooling water system, AC optimum utilization through
installation of timer control units, etc.
Lighting - Similar to last year, your Company has continued the initiative to
replace old lighting fittings with new-age energy efficient LED fittings within and
outside some of our facilities. The installation of motion sensors at various locations
has helped us to reduce the energy consumption at various sites.
Awareness Generation - This included improving awareness amongst employees to
switch off major energy consuming equipment or units when idle as well as employing an
energy review tool and energy balance tool to identify projects.
Apart from the above initiates, the Company also has a specific conservation of energy
policy with SOPs to be followed. It is assured that the same are in place and adequate
measures are taken to follow the SOPs.
B. Research & Development and Technology Absorption:
1. Research and Development (R&D): During the year the Company developed Bellows
which is part of SOFC power unit manufactured by the Company instead of procurement from
overseas.
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs. 4,506.28 Mn. Foreign Exchange Outgo: Rs. 3,035.17 Mn.
29. COMMITTEES
(I) . AUDIT COMMITTEE
The Company has constituted an Audit Committee which is in line with the provisions of
Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchanges read with Section 177
of the Companies Act, 2013 are included in the Corporate Governance report, which forms
part of this report.
(II) . NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted Nomination and Remuneration Committee in line with the
provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchanges read
with Section 178 of the Companies Act, 2013 are included in the Corporate Governance
report, which forms part of this report.
(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted Stakeholders Relationship Committee of the Company in line
with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchanges
read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance
report, which forms part of this report.
(IV) . RISK MANAGEMENT COMMITTEE
The Company had been undertaking the activity of identifying key business and
sustainability risks and taking actions to mitigate such risks from time to time. The
matters related to risks and their management has been shared with the Board of Directors
from time to time. The Company has put in place a Risk management Policy and has
constituted a Risk Management Committee of the Board. The details of constitution of the
CommitteeanditstermsofreferencearesetoutintheReporton Corporate Governance. The Company
has formulated a Risk Management Policy under which various risks associated with the
business operations is identified and risk mitigation plans have been put in place.
Risk Management Committee of the Board of Directors of your Company assists the Board
in
(a) overseeing and approving the Company's enterprise wide risk management framework;
and
(b) overseeing that all the risks that the organization faces such as strategic,
financial, credit, market, liquidity, security, market, liquidity, security, property, IT,
legal, regulatory, reputational, other risks have been identified and assessed, and there
is an adequate risk management infrastructure in place capable of addressing those risks.
(V) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted Corporate Social Responsibility Committee of the Company in
line with the provisions of Section 135 of the Companies Act, 2013 are included in the
Corporate Governance report, which forms part of this report.
(VI) OTHER COMMITTEES
Other than the above committees, the Company has two other internal non-statutory
committees namely Management and Technology Committee.
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to
Regulation 22 of the Listing Regulations and Section 177(10) of the Companies Act,2013,
enabling stakeholders to report any concern of unethical behavior, suspected fraud or
violation.
The said policy inter-alia provides safeguard against victimization of the Whistle
Blower. Stakeholders including directors and employees have access to the Managing
Director and Chairman of the Audit Committee.
During the year under review, no stakeholder was denied access to the Chairman of the
Audit Committee.
The policy is available on the website of the Company at www.mtar.in
31. CORPORATE SOCIAL RESPONSIBILITY (CONTENTS OF CSR POLICY)
The Company has attracted the provisions of Corporate Social Responsibility u/s 135 of
Companies Act, and accordingly has formed the CSR committee to foresee the CSR activities,
adopted the CSR policy and also created a separate bank account exclusively for CSR. The
Corporate Social Responsibility Report is enclosed as Annexure IV.
In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in
accordance with the CSR Policy, during the financial year 2022-23, your Company has spent
Rs. 1,17,00,000/- while the total obligation was Rs. 1,17,28,770/- (representing 2 % of
the average net profit for the past the three financial years, being FY FY 19-20, FY 20-21
and FY 2021-22). The Total obligation after set off of excess amount of Rs. 1,61,013/-
from previous year is 1,15,67,757/-. Areas of Activities taken by the Company were
Education, Child Care Centers, Art & Culture, Health Care Centers, voluntary support.
The excess amount of approximately Rs. 1,32,243/- will be set off against the CSR
amount to be spent in the subsequent Financial Years.
32. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec.73, 74
& 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules
2014, during the financial year under review and hence there has been no non-compliance
with the requirements of the Act.
DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial Year ended March
31, 2023, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January
2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company shall file
with the Registrar of Companies (ROC) requisite returns within the stipulated time in Form
DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as
deposits.
33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:
There are no significant and material orders passed by the regulators /courts that
would impact the going concern status of the Company and its future operations
34. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.
Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which is appended as Annexure V and forms
part of Report.
35. INSURANCE
The properties and assets of your Company are adequately insured.
36. CREDIT & GUARANTEE FACILITIES
The Company has availed Working Capital facilities, Bank Guarantees, LCs and Term Loan
from HDFC Bank, Export- Import Bank of India and State Bank of India.
37. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize risks
and also to identify business opportunities. As a process, the risks associated with the
business are identified and prioritized based on severity, likelihood and effectiveness of
current detection. Such risks are reviewed by the senior management periodically. The
development and implementation of risk management policy has been covered in the
Management Discussion and Analysis, which forms part of this Report.
38. SHARE CAPITAL
The authorized share capital of the Company stands at Rs.66,00,00,000/- divided into
6,60,00,000 equity shares of Rs.10/- each.
The paid-up share capital of the Company stands at Rs. 30,75,95,910/- divided into
3,07,59,591 equity shares of Rs.10/- each.
39. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has implemented all of its major stipulations as applicable to the Company.
As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a
report on Corporate Governance duly audited is appended as Annexure VI for
information of the Members. A requisite certificate from the Secretarial Auditors of the
Company confirming compliance with the conditions of Corporate Governance is attached to
the Report on Corporate Governance.
40. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation
provides an overview of the affairs of the Company, its legal status and autonomy,
business environment, mission & objectives, sectoral and segment-wise operational
performance, strengths, opportunities, constraints, strategy and risks and concerns, as
well as human resource and internal control systems is appended as Annexure V for
information of the Members.
41. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website www.mtar.in
42. ENVIRONMENTS AND HUMAN RESOURCE
DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fully
committed to its social responsibility. The Company has been taking utmost care in
complying with all pollution control measures from time to time strictly as per the
directions of the Government.
We would like to place on record our appreciation for the efforts made by the
management and the keen interest shown by the Employees of your Company in this regard.
43. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively
44. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaint Committee (IC) has been set up to redress complaints
received regarding sexual harassment.
The Board in its meeting held on 09th August 2022 has reconstituted its Internal
Complaints committee (ICC) to provide protection against sexual harassment of women at
workplace and for the prevention and redressal of complaints of sexual harassment and for
matters connected therewith or incidental thereto.
Constitution of Committee:
| Name |
Designation |
| J. Srilekha |
Presiding Officer |
| Pusparaj Satpathy |
Member |
| Nidhi Priya* |
Member |
| D Nirmala Rani** |
External Member |
**Appointed w.e.f 09.08.2022 *Resigned w.e.f. 05.11.2022
All employees are covered under this policy. During the year 2022-2023, there were no
complaints received by the Committee.
46. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN
AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
& REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure VII (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure VII (b).
During the year, NONE of the employees is drawing a remuneration of Rs. 1,02,00,000/-
and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits
specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
2014 other than those mentioned in Annexure VII (b).
47. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 the ratio of remuneration to each director is mentioned in Annexure
VII (a)
48. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
as amended from time to time, the Company has formulated a Code of Conduct for Prevention
of Insider Trading ("Insider Trading Code") and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information
("UPSI").
The Code of Practices and Procedures for fair disclosure of UPSI is available on the
website of the Company at https:// www.mtar.in
49. DECLARATION BY THE COMPANY
The Company has issued a certificate to its Directors, confirming that it has not made
any default under Section 164(2) of the Act, as on March 31, 2023.
50. SECRETARIAL COMPLIANCE
The Company is in compliance with the applicable secretarial compliances.
51. EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following
activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option schem:NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its
shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
52. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
53. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:
During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.
54. MD & CFO CERTIFICATION:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the MD & CFO certification is attached
with the annual report as Annexure VIII.
55. 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 other than sitting fee, commission and reimbursement of
expenses.
56. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
57. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company, which have
failed to be implemented.
58. CREDIT RATING:
The Company has been awarded A (Stable) credit rating for its long-term fund
based/CC/TL and A1 for short term fund based/CC/TL by ICRA. The rating reflects ICRA's
expectations that the Company's operational and financial profile will continue to improve
backed by its expanding order book position and scale, and it will maintain healthy profit
margins as it is the key supplier for many of the products manufactured by it.
The Company also assigned by CRISIL A-/Stable long-term rating and A2+ for short term
rating. The rated instrument reflects strong degree of safety and lowest credit risk.
59. AGREEMENTS/MOU ENTERED BY THE COMPANY:
1. Share Purchase Agreement with Gee Pee Aerospace and Defence Private Limited
M/s. MTAR Technologies Limited has entered into Share Purchase Agreement with sellers
and M/s. GEE PEE Aerospace & Defence Private Limited dated 02-June-2022 for
acquisition of 100% stake in M/s. GEE PEE Aerospace & Defence Private Limited.
2. Memorandum of Understanding (MOU) with Indian National Space Promotion and
Authorization Centre (IN- SPACe) to design and develop two Stage to low Earth orbit all
liquid small satellite launch Vehicle
MTAR has signed an MoU with Indian National Space Promotion and Authorization Centre
(IN-SPACe) for design and development of a Two Stage to Low Earth Orbit All Liquid Small
Satellite Launch Vehicle powered by semi cryogenic technology with a payload capacity of
500 kg. Both the parties have entered into framework MoU for various requirements
including avionics, sub systems testing, facilitation of launch etc. and any other
requirements that might emerge during the course of design, development and launch phase.
The MoU shall remain in force for three years.
MTAR has consistently embraced innovation to indigenize new technologies for India. Now
the company is taking a leap forward to graduate from precision engineering to complete
system integration by initiating the development of a Two Stage to Low Earth Orbit All
Liquid Small Satellite Launch Vehicle project to address a payload of 500 kg in the Low
Earth Orbit.
60. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company for their continued
support for the growth of the Company.
|
|
For and on behalf of the Board of |
|
|
MTAR Technologies Limited |
|
Subbu Venkata Rama Behara |
P. Srinivas Reddy |
| Place: Hyderabad |
Chairman |
Managing Director |
| Date: 17.05.2023 |
(DIN: 00289721) |
(DIN: 00359139) |
|