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 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 2023 24 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 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 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 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 25(8) of the Listing Regulations, that he meets the criteria
independence required under sub-section (6) of Section of the Act and clause (b) of
sub-regulation (1) of Regulation 16 of the Listing Regulations. The (suspended) Board,
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 opinion that the Independent Director meets
the criteria of independence.
Directors' Shareholding
There is no shareholding of any Managing Director and Non-Executive 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: Mr. Srinivash Singh, Chief Executive Officer Mr. Pradyuman Baidya,
Chief Financial Officer 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 2023-24 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 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 |
Total Remuneration 2022-23 |
Percentage Increase/ (Decrease) |
|
|
in Lakhs |
in Lakhs |
|
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 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 Directors to monitor the activities and to deal with
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 Section 135 of
Companies Act, 2013 was no longer applicable to the Company.
The Board has a defined set of guidelines, duties responsibilities and an established
framework commensurate with the applicable provisions of the Companies Act and Listing
Regulations for conducting the meetings of 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 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
and 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 saidand 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 sufficiently flexible to meet
both the needs of 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 respect to the current year with
targets for increased savings, initiatives by energy conservation committees comprising
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 lamps.
Foreign Exchange earnings and outgo
Sl No. |
Particulars |
Current Year 2023-24 |
Previous Year 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 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 to Suppliers, Trade Payables, Other
Financial Assets and other current assets depends upon the outcome of Arbitration orders
and confirmation / reconciliation with parties. Therefore, adjustments / impact with
respect to these are not currently ascertainable. Current Liabilities and Capital
Work-in-Progress is under confirmation and reconciliation with the parties. Therefore,
adjustment / impact with respect to these are not currently ascertainable. |
|
i. We draw attention to Note 44 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. We draw attention to Note 6(d) to the Standalone Financial Statements, Claims
Recoverable (BG Encashed) amounting to Rs. 36,183.70 Lakhs, including Rs. 11,677.58 Lakhs
under arbitration whose fair value is Rs. 21,454.57 Lakhs are doubtful.
Recoverability/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 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. |
|
2 |
b) Non-adjustment of the Carrying Value of Loan |
In the absence of any further communication with Vedica Sanjeevani Projects Private
Limited ("VSPL"), the Company is unable to estimate the impact. |
|
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 Instrument" |
|
3 |
c) Recognition of Deferred Tax Assets |
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 profit available to the
company against which the deferred tax assets can be utilized. However, the Company has
not recognized further deferred tax assets thereafter on prudent basis. |
|
Note 7 to the Standalone Financial Statements mentions that the Company had recognized
deferred tax assets of Rs. 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. 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, 2024. |
|
|
This constitutes a material departure from the requirements of Indian Accounting
Standard 12 "Income Taxes". |
|
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 2023-24 submitted by the
Secretarial Auditor contains audit qualifications to which Management response has been
furnished. The Secretarial Audit Report is annexed and forms part of the Annual Report.
The certificate from the Practicing Company pursuant to Regulation 34(3) and Schedule V
Para C clause (10) (i) of the Listing Regulations with respect to disqualification of
Directors of the Company as on 31st 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.
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
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%20of%20Sexual%20Harassment%20(UPDATED).pdf
In accordance with the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, ("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.
The Company is the Lead Partner in the following 3 (three) Joint Ventures: Audit
- 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:
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. |
- |
- |
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 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 implemented.
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
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 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 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 training models for
employees to access. During the year, the Company focused on Employee Health &
Safety' awareness training through online or offline mode 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 and 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 |
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 (PDCL) |
RoSPA Health & Safety Awards |
2014 |
The Royal Society for the Prevention of Accidents, UK |
Significant and material orders
During the financial year 2023-24, there were no and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operation in future. No change has taken place 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 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 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.
|
For McNally Bharat Engineering Company Limited |
|
Ravi Sethia |
|
Chairman of the Monitoring Committee |
|
(Erstwhile Resolution Professional) |
|
Asim Kumar Barman |
5th June 2024 |
DIN: 02373956 |
Kolkata. |
Chairman, Audit Committee |
|