REPORT UNDER SECTION 134 OF THE COMPANIES ACT, 2013
The financial year 2023-24 has been very challenging for the Company. Industrial slowdown accompanied by Banking restrictions on liquidity management adversely impacted the business and profitability of the Company. However, the Company under the guidance of the Monitoring Committee is committed to its vision to create long term stakeholder value.
The (suspended) Board of Directors and the Chairman of the Monitoring Committee (erstwhile Resolution Professional) together present the 61st Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements ("the Financial Statements") and the Auditors Report thereon for the financial year ended on 31st March 2024.
Update on Corporate Insolvency Resolution Process (CIRP)
This is to apprise the members that McNally Bharat Engineering Company Limited was under Corporate Insolvency Resolution Process ("CIRP") which was admitted vide an order passed by the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench dated 29th April 2022 under the provisions of the Insolvency and Bankruptcy Code 2016 ("Code/IBC"), pursuant thereto, on the same date ie. 29th April 2022 the Hon'ble NCLT, Kolkata Bench appointed Mr. Anuj Jain as Interim Resolution Professional ("IRP") who, in his capacity, assumed control of the management and operations of the Company with effect from 29th April 2022. Subsequently, the Hon'ble NCLT Kolkata vide Order dated 26th August 2022 appointed Mr. Ravi Sethia (Registration No. IBBI/IPA-001/IP-P01305/2018-2019/12052) as Resolution Professional ("RP") in place of Mr. Anuj Jain.
During the Financial Year 2023-24, 4 (four) prospective Resolution Applicants viz. Amit Metaliks Limited, Nalwa Steel and Power Limited, BTL EPC Limited and Rashmi Metaliks Limited had submitted respective Resolution Plans to the Resolution Professional. BTL EPC Limited, the engineering division of Kolkata- based Shrachi Group emerged as the highest bidder for McNally Bharat Engineering Company Limited. In the 32nd CoC ("Committee of Creditors") meeting held on 27th July 2023, the Resolution Plan of BTL EPC Limited was approved by 90.06% voting share, on the criteria of higher Net Present Value.
Subsequently, on 3rd August 2023, the Application for Approval of Resolution Plan under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations") was filed by the Resolution Professional with Hon'ble NCLT Kolkata, which vide Order dated 19th December 2023 (the "Appointed Date") approved the Resolution Plan of BTL EPC Limited (the "Approved Resolution Plan").
In terms of the NCLT Order dated 19th December 2023, a 5-member Monitoring Committee ("MC") was formed with the Resolution Professional and two representatives each from the Committee of Creditors (CoC) and BTL EPC Limited. The Monitoring Committee held its first meeting on 28th December 2023, nominating Mr. Ravi Sethia (erstwhile Resolution Professional) as the Chairman of the Monitoring Committee. The management and operations of the Company have since been conducted under the supervision and control of the Monitoring Committee.
Financial Highlights
The Financial Statements for the financial year ended 31st March 2024 forming part of this Annual Report have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
The highlights of Standalone Financial Statements are set out below:
Particulars
|
' in Lakhs
2023-24 2022-23
|
(A) PROFITABILITY
|
|
|
1. Gross Total Revenue
|
21,500.64
|
27,006.31
|
2. Total Expenses (except depreciation, amortization and finance costs)
|
26,128.83
|
54,425.97
|
3. Finance Costs
|
83,377.18
|
193,536.72
|
4. Depreciation & Amortizations
|
320.90
|
396.87
|
5. Total Expenses (2 3 4) )
|
1,09,826.92
|
248,359.56
|
6. Profit/(Loss) before Exceptional/Extraordinary items
|
(88,326.28)
|
(221,353.25)
|
7. Exceptional/Extraordinary items
|
0.00
|
25,767.49
|
8. Profit/(Loss) before Tax
|
(88,326.28)
|
(247,120.74)
|
9. Profit/(Loss) after Tax
|
(88,326.28)
|
(247,120.74)
|
10. Other Comprehensive Income
|
77.41
|
9.04
|
11. Total Comprehensive Income
|
(88,248.87)
|
(247,111.70)
|
(B) ASSETS & LIABILITIES
|
|
|
1. Non-Current Assets
|
53,832.71
|
54,123.90
|
2. Current Assets
|
1,45,865.25
|
1,55,382.07
|
3. Total Assets (1 2)
|
1,99,697.96
|
2,09,505.97
|
4. Equity Share Capital
|
21,157.08
|
21,157.08
|
5. Other Equity
|
(4,41,961.27)
|
(3,53,712.41)
|
6. Non-Current Liabilities
|
199.18
|
283.28
|
7. Current Liabilities
|
6,20,302.97
|
5,41,778.02
|
8. Total Equity & Liabilities (4 5 6 7)
|
1,99,697.96
|
2,09,505.97
|
Directors' Responsibility Statement / Statement by the Chairman of the Monitoring Committee
To the best of the knowledge and beliefs, the Chairman of the Monitoring Committee (erstwhile Resolution Professional) and the Director/s make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
i. that in preparation of the Annual Accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanations relating to material departure;
ii. 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 as at 31st March 2024 and of the profit/loss of the Company for the year ended on that date;
iii. they have taken proper and sufficient care for 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. they have prepared the annual accounts on a "going concern" basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Company's Performance
The annexed Management Discussion and Analysis forms part of this report and covers, amongst other matters, the performance of the Company during the financial year 202324 as well as the future outlook.
Corporate Governance Report
In accordance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, the report on Corporate Governance along with the certificate from the Statutory Auditors is attached and forms part of this Annual Report.
Transfer to Reserve
No amount is proposed to be transferred to General Reserve during the year.
Dividend
There is no recommendation of dividend for Equity Shareholders during the financial year 2023-24. Further, in view of the accumulated losses, no dividend will be rewarded to the Preference Shareholders, although entitled to receive dividend at a fixed rate of 11.50% on the Non-Convertible Redeemable Preference Shares of Rs 100/- each.
Preferential Allotment of Redeemable Preference Shares
During the year, no Non-cumulative Redeemable Preference Shares have been allotted on preferential basis.
Deposits
During the year under review, the Company had not accepted any deposit or renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.
Loan to Directors
During the financial year, the Company had not advanced any loan or given any guarantee nor provided any security in connection with any loan made to any of its Director/s or to any other person in whom the Director is interested as mentioned in section 185 of the Companies Act, 2013 read with Rule 10 of the Companies (Meetings of the Board and its Powers) Rules, 2014.
Loans, Guarantees and Investments
The particulars of loans, guarantees, securities and investments made by the Company during the Financial Year 2023-24, along with the purpose for which such loan or guarantee or security is utilized/proposed to be utilized
are provided in Note nos......and.......of the accompanying
Standalone Financial Statements.
Contingent Liabilities and Major Litigations
Details of contingent liabilities and major litigations covered under the applicable provisions of the Companies Act, 2013 are given in the Notes to the Financial Statements.
Meetings of the (suspended) Board of Directors
During the Financial Year ended 31st March 2024, 4 (four) Meetings were held with members of the (suspended) Board of Directors and the Resolution Professional, wherein members were present through video-conferencing and in which the suspended Board noted the state of affairs and financial conditions of the Company. However, no approval was sought from the Directors as the Company was undergoing CIRP as per relevant provisions of the Code.
The dates on which the Meetings were held are given below:
26th May 2023, 10th August 2023, 10th November 2023 and 13th February 2024.
Directors and Key Managerial Personnel (KMP) Appointments
During the financial year under review, no Directors were appointed in the Company.
Resignations
During the financial year, 2 (two) Independent Directors namely, Mr. Nilotpal Roy (DIN 00087298) and Ms. Kasturi Roy Choudhury (DIN 06594917) resigned from the (suspended) Board of Directors with effect from the close of business hours of 10th August 2023.
Directors retiring by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Aditya Khaitan (DIN 00023788) will retire by rotation at the Company's ensuing 61st Annual General Meeting and is eligible for being re-appointment.
However, the re-appointment is subject to approval of the Monitoring Committee, the positive consent of the Director to be appointed as such, and the stage of implementation of the Resolution Plan on the date of the 61st AGM.
In case the Resolution Plan implementation is completed before the AGM date, the office of the existing Directors would automatically cease, without any further action on the part of any person/ body.
The Chairman of the Monitoring Committee to recommend the re-appointment of Mr. Aditya Khaitan as a Director on the Company's Board, accordingly.
Declaration by Independent Directors
As on 31st March 2024, Mr. Asim Kumar Barman (DIN 02373956) was the only Independent Director on the Company's Board.
The Independent Director has confirmed, as required under sub-section (7) of Section 149 of the Act read with Regulation 25(8) of the Listing Regulations, that he meets the criteria of independence required under sub-section (6) of Section 149 of the Act and clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations. The (suspended) Board, after undertaking due assessment of the veracity of the declaration submitted by the Independent Director under sub-section (6) of Section 149 of the Act read with sub-regulation (9) of Regulation 25 of the Listing Regulations, was of the opinion that the Independent Director meets the criteria of independence.
Directors' Shareholding
There is no shareholding of any Managing Director and NonExecutive Director/s in the Company.
Key Managerial Personnel (KMP)
The following are the Key Managerial Personnel of the Company during the financial year under review:
Ý Mr. Srinivash Singh, Chief Executive Officer
Ý Mr. Pradyuman Baidya, Chief Financial Officer
Ý Ms. Indrani Ray, Company Secretary & Compliance Officer.
During the Corporate Insolvency Resolution Process, the Committee of Creditors on 3rd June 2022 re-designated Mr. Srinivash Singh (DIN 00789624) as Managing Director & Chief Executive Officer (MD & CEO). Upon expiry of the term of office of Managing Director on 13th December 2022, the Committee of Creditors agreed upon Mr. Singh's continuation as CEO with effect from 14th December 2022. Mr. Srinivash Singh resigned from the services of the Company with effect from 30th October 2023.
The Board has received written confirmation from its senior management personnel that during the financial year 202324 they had no personal interest in any material, financial and commercial transactions of the Company.
Directors and KMP Remuneration
All the Directors of the Company were Non-executive Directors and majority were Independent Directors.
Considering the financial position of the Company, Directors have foregone their rights to receive sitting fee for attending Board/Committee meetings and no remuneration was paid to them during the financial year 2023-24.
(a) The ratio of the remuneration of each Director to the median remuneration of all the employees of the Company for the financial year is not applicable due to reasons mentioned above. However, the same for each Key Managerial Personnel (KMP) is given below:
Name of Director
|
Designation
|
Remuneration ' in Lakhs
|
Ratio to median remuneration
|
Mr. Srinivash Singh*
|
Chief Executive Officer
|
127.72
|
33.30
|
Mr. Pradyuman Baidya
|
Chief Financial Officer
|
36.30
|
9.46
|
Ms. Indrani Ray
|
Company Secretary & Compliance Officer
|
38.21
|
9.96
|
*Resigned w.e.f. 30th October 2023.
|
(b) the percentage increase in remuneration of any Director is not applicable due to reasons mentioned above. However, the same for each KMP during the Financial Year is given below:
Sl No.
|
Name
|
Total Remuneration 2023-24
' in Lakhs
|
Total Remuneration 2022-23
' in Lakhs
|
Percentage Increase/ (Decrease)
|
1
|
Managing Director (Note 1)
|
0.00
|
154.33
|
2
|
Chief Executive Officer
|
127.72
|
65.63
|
4
|
Chief Financial Officer
|
36.30
|
|
34.49
|
5.21 %
|
5
|
Company Secretary & Compliance Officer
|
38.21
|
38.21
|
Note 1: Mr. Srinivash Singh was the Managing Director & CEO till 13.12.2022 and continued as the CEO from 14.12.2022 to 30.10.2023.
(c) the percentage decrease in the median remuneration of the employees in the financial year 2023-24 was 37.54%;
(d) the number of permanent employees on the rolls of the Company as at the end of the financial year was 253.
It is hereby affirmed that the remuneration of Directors and KMP are as per the Remuneration Policy of the Company.
Board Committees
During the financial year under review, the Board of Directors remained suspended owing to the on-going CIRP. Therefore, Board Committees also remained suspended.
The Board had constituted the following Committee of Directors to monitor the activities and to deal with matters within the terms of reference of the Committees:
(i) Audit Committee
(ii) Stakeholders' Relationship Committee (SRC)
(iii) Nomination and Remuneration Committee (NRC)
(iv) Corporate Social Responsibility (CSR) Committee
The CSR Committee was dissolved on 12th November 2022 as the criteria determining formation of the Committee under Section 135 of Companies Act, 2013 was no longer applicable to the Company.
The Board has a defined set of guidelines, duties and responsibilities and an established framework commensurate with the applicable provisions of the Companies Act and Listing Regulations for conducting the meetings of the said Committees. A detailed note on the Board of Directors and its committees, their
scope etc. is provided under the Corporate Governance Report section of this Annual Report.
Corporate Social Responsibility
The Company's Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 can be accessed on the Company
website at the following link: https://www.mcnallybharat. com/assets/pdf/investor/policy/MBECL- CSR%20Policy-%20 Revised%202022.pdf .
The Company was not required to spend any amount on CSR activities during the Financial Year 2023-24 as it had incurred losses during the 3 (three) immediately preceding financial years.
Company Policy on Directors' appointment and remuneration and Senior Management Personnel appointment and remuneration
The Company's Remuneration Policy for the members of the Board, Key Managerial Personnel and Senior Management Personnel formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Company website at the following linkhttps://www.mcnallybharat.com/assets/pdf/investor/ policy/remuneration- policy.pdf .
The salient features of the Remuneration Policy are as under: Aims & Objectives:
1) The remuneration policy seeks to enable the Company to provide a well- balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations.
2) The remuneration policy will ensure that the interests of Board members & senior executives are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be consistent with the "pay-for-performance" principle.
3) The remuneration policy will ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
Principles of Remuneration
a) Support for Strategic Objectives: Remuneration and reward frameworks and decisions shall be developed in a manner that is consistent with, supports and reinforces the achievement of the Company's vision and strategy.
b) Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.
c) Internal equity: The Company shall remunerate the Board members, KMP and senior management in terms of their roles within the organization. Positions shall be formally evaluated to determine their relative weight in relation to other positions within the Company.
d) External equity: The Company strives to pay an equitable remuneration, capable of attracting and retaining high quality personnel. Therefore the Company will remain logically mindful of the ongoing need to attract and retain high quality people, and the influence of external remuneration pressures. Reference to external market norms will be made using appropriate market sources, including relevant and comparative survey data, as determined to have meaning to the Company's remuneration practices at that time.
e) Flexibility: Remuneration and reward offerings shall be sufficiently flexible to meet both the needs of individuals and those of the Company whilst complying with relevant tax and other legislation.
f) Performance-driven Remuneration: The Company shall entrench a culture of performance driven remuneration through the implementation of the Performance Incentive System.
g) Affordability and Sustainability: The Company shall ensure that remuneration is affordable on a sustainable basis.
Energy Conservation Measures
The Company maintained highly focused energy conservation
efforts throughout the financial year.
Energy conservation measures taken during the year included:
(i) routine steps like strict control and monitoring the consumption of energy on a continual basis;
(ii) preventive maintenance of machines like AC units, DG sets etc. resulting in optimal usage of electrical parts;
(iii) installation of LED lamps extensively across all sections of the Head Office and Sites, including flood lights;
(iv) installation of several energy saving equipments progressively throughout the year.
Operational measures included setting of benchmarks with respect to the current year with targets for increased savings, initiatives by energy conservation committees comprising of cross functional groups, close monitoring and performance evaluation of plants and machinery by conducting regular self-audit and up gradation of equipments used at the sites.
Some of the actions planned for next year include replacement of remaining conventional lamps with energy efficient LED lamps.
Foreign Exchange earnings and outgo
|
Sl Particulars
|
Current Year
|
Previous Year
|
No.
|
2023-24
|
2022-23
|
1 Foreign Exchange Earnings
|
NIL
|
397.13
|
Foreign Exchange Outgo
|
NIL
|
NIL
|
Auditor and Auditor's Report
At the 58thAnnual General Meeting of the Company held in year 2021, the shareholders had approved the appointment of M/s. V. Singhi and Associates, Chartered Accountants (Firm Registration Number 311017E) as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years from the conclusion of the 58th Annual General Meeting till the conclusion of the 63rd Annual General Meeting.
The Report of Auditors contains adverse opinion on the Standalone Financial Statements to which clarification of the Board is furnished hereunder:
Sl
No.
|
Adverse opinion
|
Board's
clarification
|
1
|
a) Current Assets, Current Liabilities and Capital Work - in - Progress
|
Recoverability Trade Receivables, Advance
|
|
i. We draw attention to Note 44 to the Standalone Financial Statements regarding Trade Receiv-
|
to Suppliers, Trade Payables, Other Finan-
|
|
ables, Advance to Suppliers, Trade Payables, Other Financial Assets and Advance from Custom-
|
cial Assets and other current assets de-
|
|
er being subject to confirmation and reconciliation from respective parties and consequential
|
pends upon the outcome of Arbitration or-
|
|
reconciliation, outcomes of pending arbitration/settlements of claims and adjustments arising
|
ders and confirmation / reconciliation with
|
|
therefrom, if any. Adjustments / Impacts with respect to these are currently not ascertainable and
|
parties. Therefore, adjustments / impact
|
|
as such cannot be commented upon by us.
|
with respect to these are not currently as-
|
|
ii. We draw attention to Note 6(d) to the Standalone Financial Statements, Claims Recoverable
|
certainable. Current Liabilities and Capital
|
|
(BG Encashed) amounting to Rs. 36,183.70 Lakhs, including Rs. 11,677.58 Lakhs under arbitration
|
Work-in-Progress is under confirmation
|
|
whose fair value is Rs. 21,454.57 Lakhs are doubtful. Recoverability/Adjustments/ Impacts with
|
and reconciliation with the parties. There-
|
|
respect to these are currently not ascertainable and as such cannot be commented upon by us.
|
fore, adjustment / impact with respect to
|
|
iii. There is no material movement in Capital Work-in-Progress amounting to Rs. 462.62 Lakhs, since 31st March, 2016. In absence of any audit evidence, we are unable to ascertain the impact/ adjustments required and comment on the same.
|
these are not currently ascertainable.
|
2
|
b) Non-adjustment of the Carrying Value of Loan
|
In the absence of any further communi-
|
|
In earlier years, the Company had given unsecured loan to Vedica Sanjeevani Projects Private Lim-
|
cation with Vedica Sanjeevani Projects
|
|
ited ("VSPL"). VSPL vide their letter dated 15th February, 2022 informed the Company that it was
|
Private Limited ("VSPL"), the Company is
|
|
unable to service the debt and requested the Company for a moratorium on the repayment of the loan, including interest for two years i.e., Financial Year 2021-22 and Financial Year 2022-23. Subsequently, the Company has stopped recognizing interest income on the same. In absence of any further communication between the Company and VSPL made available to us, we are unable to comment on the realisability of loan and its interest and consequential adjustment to be made in the books.
|
unable to estimate the impact.
|
Sl
No.
|
Adverse opinion
|
Board's
clarification
|
|
This constitutes a material departure from the requirements of Indian Accounting Standard - 109 "Financial Instrument".
|
|
3
|
c) Recognition of Deferred Tax Assets
|
The Company believes that based on the
|
|
Note 7 to the Standalone Financial Statements mentions that the Company had recognized de-
|
infusion of fresh funds coming to the
|
|
ferred tax assets of Rs. 51,706.60 lakhs up to 31st March, 2018, which is being carried forward in
|
Company with the investors' support there
|
|
the books by the Company expecting adequate future taxable profits after infusion of fresh funds
|
will be adequate future taxable profit
|
|
in the Company by the successful Resolution Applicant against which such deferred tax assets
|
available to the company against which
|
|
would be adjusted.
|
the deferred tax assets can be utilized.
|
|
The Company has been continually incurring losses and its net worth has been fully eroded. We
|
However, the Company has not recognized
|
|
are unable to obtain sufficient appropriate audit evidence with respect to the management's as-
|
further deferred tax assets thereafter on
|
|
sertions and are therefore, unable to comment on the carrying value of the aforesaid net deferred tax assets on 31st March, 2024.
This constitutes a material departure from the requirements of Indian Accounting Standard 12 "Income Taxes".
|
prudent basis.
|
Secretarial Auditors
In accordance with the provisions of Section 204 of the Act, Mr. Prakash Shaw (ICSI Membership No. A 32895 and C.P. No. 16239), Practicing Company Secretary, was appointed as the Secretarial Auditor of the Company for the financial year ended on 31st March 2024.
The Secretarial Audit Report for the financial year 202324 submitted by the Secretarial Auditor contains audit qualifications to which Management response has been duly furnished. The Secretarial Audit Report is annexed and forms part of the Annual Report.
The certificate from the Practicing Company Secretary pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations with respect to nondisqualification of Directors of the Company as on 31st March 2024 is also annexed and forms part of the Annual Report.
Secretarial Standards
During the financial year under review, the Company has complied with the applicable Secretarial Standards.
Cost Records and Cost Auditors
During the financial year, the Company has maintained cost records in accordance with Section 148 of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as specified by the Central Government in this regard.
M/s A. Bhattacharya & Associates, Cost Accountants (Firm Registration No. 100255) has been appointed the Cost Auditor of the Company to audit the cost records for the financial year 2023-24 as required under Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014.
Related Party Transactions
The contracts, arrangements and transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and were on arm's length basis. During the year, there has been no materially significant related party transaction made by Promoters, Directors, Key Managerial Personnel of the Company which could have a potential conflict of interest with the Company at large.
The 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 enclosed as Annexure 1 which forms part of this Report.
The Policy on Related Party Transactions approved by the Board can be accessed on the Company website at the linkhttps://www.mcnallybharat.com/assets/pdf/investor/ policy/related-party- transaction-policy.pdf
The details of Related Party Transactions are set out in Note no. 27 to the Standalone Financial Statement.
Extract of Annual Return
In accordance with Section 92(3) of the Companies Act, 2013 read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the Company website at the link https://www.mcnallybharat.com/assets/ pdf/investor/annual-return/Annual%20Return%202023-24. pdf
Vigil Mechanism and Whistleblower Policy
In accordance with Section 177(9) of the Act and rules framed thereunder read with Regulation 22 of the Listing Regulations, the Company has a Whistleblower Policy in place for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.
Sl No. Subsidiary
|
Business Activities
|
Turnover Profit/(Loss)
|
1 McNally Bharat
Equipments Limited
|
Project management consultant for revamping the existing fluorspar beneficiation plant of Gujarat Mineral Development Corporation Limited at Kadipani.
|
197.85 6.66
|
2 MBE Mineral Technologies Pte Limited
|
There was no business activity during the period under review.
|
--
|
3 MBE Minerals Zambia Limited
|
There was no business activity during the period under review.
|
--
|
The Policy provides for protected disclosures for the Whistleblower. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistleblower Policy can be accessed on the Company website at the link https://www.mcnallybharat. com/assets/pdf/investor/policy/MBECL- Whistleblower%20 Policy-Revised%202022.pdf
Prevention of Sexual Harassment at Workplace
The Company has a policy for prevention of sexual harassment at the workplace, which can be accessed on its website at https://www.mcnallybharat.com/assets/pdf/ investor/policy/MBECL%20Policy% 20for%20Prevention%20 of%20Sexual%20Harassment%20(UPDATED).pdf In
accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC).
During the financial year 2023-24, the ICC did not receive any complaint. The Company has filed necessary returns as required to be filed under the POSH Act.
Subsidiaries, Associates and Joint Ventures
As on 31st March 2024, the Company had only 1 (one)Indian subsidiary company namely, McNally Bharat Equipments Limited and 2 (two) overseas subsidiaries, namely, (i) MBE Mineral Technologies Pte Limited and (ii) MBE Minerals Zambia Limited.
Further, in accordance with Section 136 of the Act, the audited Financial Statement including the Consolidated Financial Statement and related information of the Company and audited financial statements of its subsidiaries are available on the website of the Company www.mcnallybharat.com in a downloadable format.
Internal Financial Controls and Risk Management
During the year under review, adequate Internal Control policies relating to the normal operations of the Company were adopted and performed and those necessary under the provisions of IBC commensurate with the size, nature and complexity of the activities of the Company, were also implemented.
The Company is the Lead Partner in the following 3 (three) Joint Ventures:
- McNally-AML (JV)
- McNally-Trolex (JV)
- McNally-Trolex-Kilburn (JV)
During the year under review, the Board of Directors reviewed applicability of "material subsidiaries" in accordance with Regulation 16 read with Regulation 24 of the Listing Regulations.
Consolidation of Accounts
In accordance with Section 129(3) of the Act, the Company, in respect of the financial year ended 31st March 2024 has prepared, in addition to the Standalone Financial Statements of the Company, Consolidated Financial Statements of the Company and its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiaries and joint ventures and salient features of their financial statements in the prescribed Form AOC-1 is annexed to the Financial Statements of the Company and hence are not repeated here for the sake of brevity.
Information pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014 regarding financial highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the period under report is given herein-below:
Compliance of Internal Financial Controls and Risk Management Systems are given in the Management Discussion & Analysis.
Board Evaluation
In terms of SEBI LODR (Third Amendment) Regulations, 2018, a company undergoing Corporate Insolvency Resolution Process (CIRP) is not required to comply with the requirement of conducting independent evaluation of the Independent Directors. Therefore, since the commencement of CIRP with effect from 29th April 2022 it was not required to conduct the performance evaluation of the Independent Directors of the Company under the provisions of the Regulation 17(10) of SEBI LODR Regulations.
Further, in accordance with Rule 8(4) of Companies (Accounts) Rules, 2014, the Board of Directors of a company is required to evaluate its own performance and that of its committees and individual directors. However, pursuant to commencement of the CIRP of the Company, the powers of the Board of Directors remained suspended and were exercised by the Interim Resolution Professional or Resolution Professional, as applicable, in accordance with the provisions of the Code. Therefore, pursuant to the provisions of the Companies Act, 2013 and Chapter IV read with the provisions of Schedule II of SEBI LODR Regulations 2015, the Board of Directors of the Company has neither carried out the annual evaluation of its own performance, nor that of the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees during the financial year 2023-24.
Occupational Health & Safety
McNally Bharat Engineering Company Limited is an Occupational Health, Safety & Environment Management System (ISO 45001:2018, ISO 14001: 2015) certified Company with a brief scope of Project Management, Design, Manufacturing, Supply, Construction, Erection & Commissioning of Industrial and Infrastructure Development Projects on Turnkey Basis and Construction of Industrial and Infrastructure Development Projects.
The Company is committed for Occupational Health, Safety & Environment (OHS&E) organisation and capable of meeting the national or international OHS&E requirements. In line with the said OHS&E requirement, the organisation has a consolidated OHS&E Management System Manual with risk assessment, legal requirement review, periodic audit, training, inspection, incident reporting or investigation and other operational procedures to ensure OHS&E compliance at the Company's projects and O&M sites.
The Company has devised a system to regularly update the 'Daily OH&S Message' via email to all employees to build awareness on OH&S requirements in its workplace. There is a common sharing in-house intranet webpage (MBE Bridge) which contain OHS&E policy, manual, different operational control procedures, checklists, rewards/certificates and training models for employees to access.
During the year, the Company focused on Employee 'Health & Safety' awareness training through online or offline mode and conducted many online training on Hazard Identification & Risk Assessment (HIRA), Behavior Based Safety (BBS), Process Safety Management (PSM), Product Safety Management (Prod.SM), Contractor Safety Management (CSM) and Industrial Best Safety Practices, apart from the regular training module.
The Company strives towards for achieving 'Zero Fatality or Environmental Harm' and in order to bring it into reality, had set target to reduce Total Reportable Incident Rate (ie: TRIR) which was 0.76 (financial year 2012-13) down to 0.136 (financial year 2023-24). Severity Rate and Frequency Rates are as low as 0.546 and 0.136 respectively. Such low incident rate in an EPC company shows a sustainable improvement in Occupational Health, Safety & Environment Management System compared to other EPC firms in India.
McNally Bharat Engineering Company Limited had taken many preventive measures on the spread of COVID-19 at office and jobsites, so as to control coronavirus infection among employees and service partners.
Initiatives like restrictions in duty hours, social distancing, thermal checking, wearing of 3-layer nose mask & hand sanitization etc. followed along with state/central protocols related to COVID-19. Besides, periodical office sanitization, vaccination to all employees and rapid testing to all site based employees were highly appreciated by many customers. Furthermore, since 2020-21 the organisation has absorbed the COVID-related protocols into its day-to-day functioning and therefore continues to practice the preventive measures in the best interest of its employees and customers.
During the financial year 2023-24, running sites who achieved Loss Time Incident (LTI) free Man-hours are as follows: OCPL site 11.7 million, KMPCL site 17.8 million, Kawai Adani power (O&M) 3.8 million, Adani PKEB mines 4.6 million, Coal India Ltd. sites (ie; MCL-Sardega, SECL-Chhal, SECL-Dipka & SECL-Baroud sites) and HMEL-Bhatinda crossed more than 1 million.
Awards and Recognition
In recognition of Company's excellence in Safety Measures at Project sites, eminent customers/clients namely, Bharat Petroleum Corporation Limited (BPCL), NTPC Limited, West Bengal Power Development Corporation Limited (WBPDCL), Tata Power Limited (TPL), HPCL-Mittal Energy Limited (HMEL), Hindustan Zinc Limited (HZL, Vedanta Group) and Coal India Limited (CIL) had conferred 'Merit Certificate' or 'Certificate of Appreciation'.
The Company successfully maintained LTI (Loss Time Injury) free records at prestigious project sites, notably, Zawar Mines (ZM), Sindesar Khurd Mine (SK Mine) & Rampura Agucha Mine (RAM) of Hindustan Zinc Ltd, Delhi Metro Rail Corporation (DMRC)-Kochi, Directorate General for Married Accommodation Project (DGMAP) (Udhampur and Srinagar), Chennai Petroleum Corporation Limited (CPCL)-Chennai, Adani Infrastructure Management Services Ltd. (Rajasthan), Adani Enterprises Limited (Chhattisgarh), Odisha Coal and Power Limited (OCPL) and Andhra Pradesh Power Generation Corporation Limited (APGENCO).
The Company won 5-Star rating on Safety Management System Audit at HMEL Bhatinda (Coal Handling System- O&M) site for Best Safety Performance.
The Company was also conferred upon national and international awards for Best Safety Performance at Project sites which underline a robust and sustainable occupational health & safety culture within the organization:
Project Sites
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Award
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Year
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Awarded by
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NTPC Bongaigaon (Coal, Lime & Gypsum Handling Package) NTPC Limited
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National Safety Award (Mines)
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2012
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Ministry of Labour & Employment, Government of India.
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ACC Jamul (Cement Plant) ACC Limited
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National Safety Award (Mines)
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2015
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Ministry of Labour & Employment, Government of India
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TPL Kalinganagar (3x67.5MW Gas Based Thermal Power Plant Project) Tata Projects Limited
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National Safety Award (Mines)
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2014
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Ministry of Labour & Employment, Government of India
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IISCO Burnpur, (RHMS, By Product & Water Package), Steel Authority of India Limited
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RoSPA Health & Safety Awards
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2013
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The Royal Society for the Prevention of Accidents, UK
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Rourkela Steel Plant (Stock house, new CHP & Inter Plant), Steel Authority of India Limited
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RoSPA Health & Safety Awards
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2013
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The Royal Society for the Prevention of Accidents, UK
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Balance of Plant (BOP), Satpura Thermal Power Station, Madhya Pradesh Power Generation Company Limited (MPPGCL).
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RoSPA Health & Safety Awards
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2014
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The Royal Society for the Prevention of Accidents, UK
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2x500MW Sagardighi Thermal Power Plant, CHP, Phase#2, West Bengal Power Development Corporation Limited (PDCL)
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RoSPA Health & Safety Awards
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2014
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The Royal Society for the Prevention of Accidents, UK
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Significant and material orders
During the financial year 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future. No change has taken place in the nature of business of the Company during the year under review.
Material changes and commitments
There has been no material changes and major commitments by or on behalf of the Company since the last date of the financial year till the date of this Report.
Particulars of Employees
The information required under Section 197 of the Companies Act, 2013 read with sub-rule(2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and form part of this Report.
Cautionary Statement
Risks, uncertainties or future actions could differ materially from those expressed in the Directors' Report and the Management Discussion and Analysis. These statements are
relevant on the date of this report. We have no obligation to update or revise these statements, whether as a result of new information, future developments or otherwise. Therefore, undue reliance should not be placed on these statements.
Acknowledgment
The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation. The Board would also like to thank all the customers, investors including Banks and other business associates who have extended valuable support and encouragement.
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