The Board of Directors and the Resolution Professional (RP) present the 60thAnnual
Report of the Company together with the Audited Standalone and Consolidated Financial
Statements (together the Financial Statements) and the Auditors Report thereon
for the Financial Year ended on 31stMarch 2023.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
The Company was admitted to Corporate Insolvency Resolution Process (CIRP') vide
Order dated 29th April 2022 pronounced by the Hon'ble National Company Law Tribunal,
Kolkata Bench (NCLT') in the Company Application No. C.P. (IB) No.891/KB/2020 under
the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016 (the 'Insolvency
Code').
Mr. Anuj Jain (Registration No. IBBI/IPA-001/IP-P00142/2017-18/10306), Chartered
Accountant, was appointed as the Interim Resolution Professional for carrying out the
Resolution Process. Vide NCLT Order dated 26th August 2022, Mr. Ravi Sethia (Registration
No. IBBI/IPA-001/IP-P01305/2018-2019/12052), Chartered Accountant was appointed, as the
Resolution Professional to manage the Company's affairs, business, and assets during the
Resolution Process.
In terms of the NCLT Order dated 29th April 2022 read with the provisions of
Sections 17 to 23 of the Insolvency Code, since the commencement of CIRP, the powers of
the Company's Board of Directors and its Committees have remained suspended and are vested
with the Resolution Professional.
FINANCIAL HIGHLIGHTS
The Financial Statements for the financial year ended 31stMarch 2023 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: Rs' in Lakhs
Particulars |
2022-23 |
2021-22 |
(A) PROFITABILITY |
|
|
1 Gross Total Revenue |
27,006.31 |
31,556.68 |
2. Total Expenses (except depreciation, amortization and finance
costs) |
54,425.97 |
34,000.93 |
3. Finance Costs |
193,536.72 |
4,660.53 |
4. Depreciation & Amortizations |
396.87 |
609.45 |
5. Total Expenses (2+3+4) ) |
248,359.56 |
39,270.91 |
6. Profit/(Loss) before Exceptional/ Extraordinary items |
(221,353.25) |
(7,714.23) |
7. Exceptional/Extraordinary items |
25,767.49 |
- |
8. Profit/(Loss) before Tax |
(247,120.74) |
(7,714.23) |
9. Profit/(Loss) after Tax |
(247,120.74) |
(7,714.23) |
10. Other Comprehensive Income |
9.04 |
42.79 |
11. Total Comprehensive Income |
(247,111.70) |
(7671.44) |
(B) ASSETS & LIABILITIES |
|
1. Non-Current Assets |
54,123.90 |
72,447.06 |
2. Current Assets |
1,55,382.06 |
1,82,727.23 |
3. Total Assets (1+2) |
2,09,505.96 |
2,55,174.29 |
4. Equity Share Capital |
21,157.08 |
21,157.08 |
5. Other Equity |
(3,53,712.41) |
(22,796.45) |
6. Non-Current Liabilities |
283.28 |
15,080.91 |
7. Current Liabilities |
5,41,778.02 |
2,41,732.75 |
8. Total Equity & Liabilities (4+5+6+7) |
2,09,505.97 |
2,55,174.29 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013 (the Act) the Directors hereby
confirm that:
i. in preparation of Annual Accounts, the applicable Accounting Standards have been
followed and there has been no material departure;
ii. they have selected accounting policies which were applied consistently and the
Directors 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 31stMarch 2023
and of the profits/losses for the year ended on that date;
iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. 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
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.
The Resolution Professional confirms the Directors' Responsibility Statement as set out
above.
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 2022-23 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
In view of prevailing business conditions, the Board of Directors and the Resolution
Professional decided not to recommend dividend to the Equity Shareholders for the
Financial Year 2022-23. Further, in view of the accumulated losses, no dividend will be
rewarded to the Non-Convertible Preference Shareholders, though they are entitled to
receive dividend at a fixed rate of 11.50% on the Non-Convertible Redeemable Preference
Shares of Rs 100/- each.
BOARD MEETINGS
The Board met 6 (six) times during the Financial Year Ze. 19 th April 2022,
30th May 2022, 13th August 2022, 12th November 2022, 13th
February 2023 and 30th March 2023.
DIRECTORS
The Shareholders approved by Special Resolution through postal ballot including
e-voting, the continuation of appointment of Mr. Nilotpal Roy (DIN00087298) as
non-executive Independent Director beyond the age of 75 years in his current tenure valid
till 13th February 2025, and not liable to retire by rotation.
At the first Board meeting for the financial year 202223 being held today ie. 26th
May 2023, the Independent Directors have confirmed, as required under sub section (7) of
Section 149 of the Act read with Regulation 25(8) of the Listing Regulations, that they
meet 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
Board, after undertaking due assessment of the veracity of the declaration submitted by
the Independent Directors 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 Directors meet the criteria of independence.
Mr. Aditya Khaitan (DIN 00023788) retires by rotation at the forthcoming Annual General
Meeting and being eligible, the Directors recommend the re-appointment of Mr. Khaitan as a
Director on the Company's Board.
In terms of Regulation 17(1A) of Listing Regulations, the Directors recommend the
continuation of appointment of Mr. Asim Kumar Barman (DIN 02373956) as Independent
Director on the Company's Board upon attaining 75 years of age on 16th November 2023, in
his current term valid till 22nd December 2025.
KEY MANAGERIAL PERSONNEL
As on 31st March 2022, Mr. Srinivash Singh (DIN 00789624) was the Managing Director of
the Company. After commencement of Corporate Insolvency Resolution Process under the
Insolvency Code, the Committee of Creditors at its first meeting held on 3rd June 2022 had
agreed upon re-designating Mr. Srinivash Singh as Managing Director and Chief Executive
Officer (MD &CEO). His current office as Managing Director under the Companies Act,
2013 having expired on 13th December 2022, the Committee agreed upon his continuation of
office as Chief Executive Officer (CEO) with effect from 14th December 2022. Mr. Srinivash
Singh has since been the CEO of the Company.
BOARD COMMITTEES
The Board had 5 (five) committees namely, Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee
and Committee of Directors during the Financial Year 2022-23.
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.
The Corporate Social Responsibility Committee was dissolved on 12 th
November 2022 as the criteria determining formation of the Committee under Section 135 of
Companies Act, 2013 was no longer applicable to the Company.
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%20
Policy-%20Revised%202022.pdf .
The Company was not required to spend any amount on CSR activities during the Financial
Year 2022-23as 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 longterm 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 equipment 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 plant and machinery by conducting regular self-audit and
upgradation of equipment 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 & OUTGO
During the Financial Year 2022-23, the foreign exchange earnings of the Company
amounted to 'Rs 397.13 as against 'Rs ' 321.60 Lakhs in the previous year. The expenditure
in foreign exchange during the Financial Year was ' Nil compared to 'Rs ' 1.42 Lakhs in
the previous year.
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 and Capital Work-in-Progress |
|
i. We draw attention to Note 50 to the Standalone Financial Statements
regarding Trade Receivables, Advance to Suppliers, Trade Payables, Other Financial Assets
and Advance from Customer being subject to confirmation and reconciliation from respective
parties and consequential reconciliation, outcomes of pending arbitration/settlements of
claims and adjustments arising therefrom, if any. Adjustments/ Impacts with respect to
these are currently not ascertainable and as such cannot be commented upon by us. ii.
Claims Recoverable (BG encashed) amounting to ' 36,252.08 Lakhs, including '13,690.09
Lakhs under arbitration are doubtful. Adjustments/ Impacts with respect to these are
currently not ascertainable and as such cannot be commented upon by us. iii. There is no
material movement in Capital Work-in-Progress amounting to ' 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. |
Recoverability of Trade Receivables, Other Financial Assets and Other
Current Assets, including Claims recoverable depends upon the outcome of Arbitration
Orders and confirmation / reconciliation with parties as stated in Note No. 50. Therefore,
adjustments / impact with respect to these are currently not ascertainable. |
2 b) Non-adjustment of the Carrying Value of Loans In earlier
years, the Company had given unsecured loan to Vedica Sanjeevani Projects Private Limited
(VSPL). VSPL vide their letter dated 15th February, 2022 informed the Company
that it was 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. This constitutes a material
departure from the requirements of Indian Accounting Standard - 109 Financial
Instruments. |
In the absence of any further communication with Vedica, the Company
is unable to estimate the impact. |
Sl. No. Adverse opinion |
Board's clarification |
3 c) Recognition of Deferred Tax Assets Note 7 to the
Standalone Financial Statements mentions that the Company had recognized deferred tax
assets of ' 51,706.60 lakhs up to 31st March, 2018, which is being carried forward in the
books by the Company expecting adequate future taxable profits after infusion of fresh
funds in the Company by the successful Resolution Applicant against which such deferred
tax assets would be adjusted. The Company has been continually incurring losses and its
net worth has been fully eroded. Approval of Resolution Plan is in progress, and we are
unable to obtain sufficient appropriate audit evidence with respect to the management's
assertions and are therefore, unable to comment on the carrying value of the aforesaid net
deferred tax assets on 31st March, 2023. This constitutes a material departure from the
requirements of Indian Accounting Standard 12 Income Taxes. |
The Company believes that based on the infusion of fresh funds coming
to the Company with the Investors support there will be adequate future taxable profits
available to the Company against which the Deferred Tax Assets can be utilised. However,
the Company has not recognised further Deferred Tax Assets thereafter on prudent basis. |
4 d) Change in Accounting Estimates and Errors Note 39 to the
Standalone Financial Statements, states that the Company has not restated the Standalone
Financial Statement of previous year in which the accounting mistakes/ misstatements
occurred. Further, as explained to us, the Company has not approached National
Company Law Tribunal (NCLT) as per the provisions of sections 131 of the Companies
Act 2013, which require prior approval of NCLT for recasting of earlier period financial
statements. |
The Company had been categorized as Non-Performing Asset by the lender
banks and majority of banks stopped debiting interest on their outstanding debts.
Accordingly, the Company has not recognized interest expense on the borrowings. On
initiation of Corporate Insolvency Resolution Process (CIRP) and subsequent submission of
claims by lender banks, the company has provided interest for prior period also. However,
retrospective reinstatement is impracticable under the circumstances. |
SECRETARIAL AUDITORS
In accordance with the provisions of Section 204 of the Companies Act 2013, M/s. A. K.
Labh & Co., Company Secretaries, were appointed as the Secretarial Auditors of the
Company for the Financial Year ended on 31st March 2023.
The Secretarial Audit Report for the Financial Year 202223 submitted by the Secretarial
Auditors 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
non-disqualification of Directors of the Company as on 31st March 2023 is also
annexed and forms part of the Annual Report.
SECRETARIAL STANDARDS
During the year, the Company has complied with applicable Secretarial Standards.
COST RECORDS & 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 2022-23 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 (KMP) of the
Company which may 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 https://www.mcnallybharat.com/assets/pdf/investor/
policy/related-party-transaction-policy.pdf
The details of Related Party Transactions are set out in Note No. 26 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/Draft%20Annual%20Return%202022-23.pdf
LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees, securities and investments made by the Company
during the Financial Year 2022-23, along with the purpose for which such loan or guarantee
or security is utilized/proposed to be utilized are provided in Note Nos. 12 and 5 of the
accompanying Standalone Financial Statements.
DEPOSITS
During the Financial Year 2022-23 the Company did not accept any deposits from the
public.
VIGIL MECHANISM/ WHISTLE BLOWER 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.
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%20 Prevention%2 0of%2 0Sexual%2 0Harassment%2 0
(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 2022-23, the ICC did not receive any complaint. The Company
has filed necessary returns as required to be filed under the POSH Act.
SUBSIDIARIES, ASSOCIATES & JOINT VENTURES
In terms of NCLT Order dated 24th February 2023 passed under section 31 of the
Insolvency & Bankruptcy Code, 2016 in the matter of McNally Sayaji Engineering
Limited, the company ceased to remain a subsidiary of McNally Bharat Engineering Company
Limited as on 31st March 2023.
As on 31st March 2023, 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.
The Company is the Lead Partner in the following 3 (three) Joint Ventures namely:
- McNally-AML (JV)
- McNally-Trolex (JV)
- McNally-Trolex-Kilburn (JV)
During the year under review, the Board of Directors reviewed the 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 2023 has prepared, in addition to the Standalone
Financial Statements of the Company, the 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 hereinbelow:
Figure in 'Rs Lakhs
Sl. No. Subsidiary Companies |
Business Activities |
Turnover |
Profit/ (Loss) |
1 McNally Bharat Equipments Limited |
Project management consultant for revamping Gujarat Mineral
Developments Corporation Limited (GMDC)'s existing fluorspar beneficiation plant at
Kadipani. |
130.60 |
8.37 |
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. |
- |
- |
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 Company website
www.mcnallybharat.com, in a downloadable format.
DIRECTORS & KMP REMUNERATION
All the Directors of the Company are Non-executive Directors and majority are
Independent Directors.
a) the ratio of the remuneration of each Director to the median remuneration of
employees during the Financial Year:
Name of Director |
Remuneration |
Ratio to median |
|
Rs' in Lakhs |
remuneration |
Mr. Srinivash Singh- |
219.96 |
78.87:1 |
Managing Director* |
|
|
*Ceased to be Managing Director w.e.f. 14th December 2022.
b) the percentage increase in remuneration of each Director, CFO,CEO,CS or Manager, if
any, in the Financial Year:
Sl No. Name |
Total Remuneration
2022-23
Rs' in Lakhs |
Total Remuneration
2021-22
Rs' in Lakhs |
Percentage Increase/
(Decrease) |
1 Managing Director (Note 1) |
154.33 |
201.84 |
N/A |
2 Chief Executive Officer (Note 2) |
65.63 |
|
N/A |
Sl No. Name |
Total Remuneration
2022-23
Rs' in Lakhs |
Total Remuneration
2021-22
Rs' in Lakhs |
Percentage Increase/
(Decrease) |
3 Chief Financial Officer (Note 3) |
29.11 |
64.17 |
N/A |
4 Chief Financial Officer (Note 4) |
34.49 |
|
N/A |
5 Company Secretary |
38.21 |
12.69 |
N/A |
Note 1: Mr. Srinivash Singh was the Managing Director till expiry of his 3-year term on
13th December 2022. He was an Executive Director.
Note 2: Effective 14th December 2022 Mr. Srinivash Singh is the Chief
Executive Officer without being on the Company's Board.
Note 3: Mr. Brij Mohan Soni was the Chief Financial Officer till 7th September 2022.
Note 4: Mr. Pradyuman Baidya was appointed Chief Financial Officer w.e.f 14th
September 2022.
c) the percentage decrease in the median remuneration of the employees in the Financial
Year 2022-23 was 40.78%;
d) the number of permanent employees on the rolls of the Company as at the end of the
Financial Year was 190;
It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel
are as per the Remuneration Policy of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND RISK MANAGEMENT SYSTEMS
Compliance of Internal Financial Controls and Risk Management Systems are given in the
Management Discussion & Analysis.
BOARD EVALUATION
The scope of Board Evaluation during every financial year includes the performance
evaluation of the Board of Directors as a whole, individual members and functional
committees thereof. The Company being subject to the Corporate Insolvency Resolution
Process vide NCLT Order dated 29th April 2022, the Board of Directors was
suspended with immediate effect under Section 17 of the Insolvency Code and hence, no
Board Evaluation was conducted during the year 2022-23.
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 to Occupational Health, Safety &Environment (OHS&E)
and capable of meeting the national and international OHS&E requirements. In line with
the said OHS&E requirement, the organization 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.
There exists a system of regular updating through 'Daily OH&S Message' via email to
all users of the Company in order to create awareness on OH&S requirements at its
workplaces. There is a common sharing in-house intranet webpage (MBE Bridge)
containing OHS&E policy, manual, different operational control procedures, checklists,
rewards/certificates and training models for employees to access. The organization focused
on Employee 'Health & Safety' awareness training through online or offline mode and
conducted several online training on Job Safety Analysis (JSA), Risk Assessment, Behavior
Based Safety (BBS), Process Safety Management (PSM), Contractor Safety Management and
Industrial best safety practices in addition to regular training modules (ie. in-house or
by external agencies) during the Financial Year 2022-23.
The Company constantly strives to achieve 'Zero Fatality or Environmental Harm' and in
order to bring it into reality, sets target to reduce Total Reportable Incident Rate (i.e.
TRIR which was 0.76 in the Financial Year 201213 came down to 0.25 in 2022-23). This low
incident rate in EPC Company shows a sustainable improvement in Occupational Health,
Safety & Environment Management System compared to other EPC firms in India.
The Company had taken many preventive measures on the spread of COVID-19 at office and
jobsites, so as to control coronavirus infections among employees and service partners.
Initiatives like, following State/Central Government guidelines/protocols relating to
COVID-19 (ie. restrictions in duty hours, social distancing, thermal checking, wearing of
3-layered nose mask & hand sanitization etc.), weekly basis office sanitization,
vaccination to all employees at office and rapid testing of all site based employees were
highly appreciated by many customers.
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, namely, 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 (DG MAP) (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 testifies a robust and sustainable occupational health
& safety culture within the organization:
Project Sites |
Award |
Year |
Awarded by |
NTPC Bongaigaon (Coal, Lime & Gypsum Handling Package) NTPC
Limited |
National Safety Award (Mines) |
2012 |
Ministry of Labour & Employment, Government of India |
ACC Jamul (Cement Plant) ACC Limited |
National Safety Award (Mines) |
2015 |
Ministry of Labour & Employment, Government of India |
TPL Kalinganagar (3x67.5MW Gas Based Thermal Power Plant Project) Tata
Projects Limited |
National Safety Award (Mines) |
2014 |
Ministry of Labour & Employment, Government of India |
IISCO Burnpur, (RHMS, By Product & Water Package), Steel Authority
of India Limited |
RoSPA Health & Safety Awards |
2013 |
The Royal Society for the Prevention of Accidents, UK |
Rourkela Steel Plant (Stock house, new CHP & Inter Plant), Steel
Authority of India Limited |
RoSPA Health & Safety Awards |
2013 |
The Royal Society for the Prevention of Accidents, UK |
Balance of Plant (BOP), Satpura Thermal Power Station, Madhya Pradesh
Power Generation Company Limited (MPPGCL). |
RoSPA Health & Safety Awards |
2014 |
The Royal Society for the Prevention of Accidents, UK |
2x500MW Sagardighi Thermal Power Plant, CHP, Phase#2, West Bengal
Power Development Corporation Limited (WBPDCL) |
RoSPA Health & Safety Awards |
2014 |
The Royal Society for the Prevention of Accidents, UK |
SIGNIFICANT & MATERIAL ORDERS
During the Financial Year 2022-23, 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.
MATERIAL CHANGES & COMMITMENTS The corporate insolvency resolution process
which had commenced vide NCLT Order dated 29th April 2022 under the Insolvency
and Bankruptcy Code 2016 had come to an end on 22 nd April 2023 on completion
of the period stipulated under the Code. The Resolution Professional filed on application
bearing IANo. 848/KB/2023 before the Hon'ble NCLT seeking extension of the CIRP period.
The IA was heard on 19th May, 2023 and the order referred by the Hon'ble Tribunal.
The complaint Resolution plans having received from the Resolution Applicant efforts
are being taken by the Resolution Professional to submit the same for approval of the
appropriate authority under the Code. 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 forms 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. ACKNOWLEDGEMENT
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.
For McNally Bharat Engineering Company Limited
(A Company under Corporate Insolvency Resolution Process)
Ravi Sethia Resolution Professional Registration No.
IBBI/IPA-001/IP-P01305/2018-2019/12052
|
Asim Kumar Barman |
Kasturi Roy Choudhury |
26th May 2023 |
DIN:02373956 |
DIN 06594917 |
Kolkata |
Director |
Director |
|