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Mukand Ltd. — Annual Report 2022
Jul 19, 2022
60966_rns_2022-07-19_1a3937cb-133e-45ae-ab78-b9adeecfd8d1.pdf
Annual Report
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19[th] July, 2022
| 1 | To, BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 |
2 | To, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra- Kurla Complex Bandra (E), Mumbai – 400051. |
|---|---|---|---|
| ISIN Code:INE304A01026 BSE ScripCode : 500460 |
ISIN Code:INE304A01026 NSE Scripcode: MUKANDLTD |
Sub : Submission of Annual Report of Mukand Limited for the financial year 2021-22 alongwith Notice of 84[th] Annual General Meeting
Dear Sir(s),
This is to inform that the 84[th] Annual General Meeting of the Company will be held on Wednesday, August 10, 2022 at 11.30 a.m., at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 .
Pursuant to Regulation 34(1) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith Annual Report of the Company along with the Notice of AGM for the financial year 2021-22 which is being sent through electronic mode to the Shareholders.
Kindly take the above on your record.
For Mukand Limited
Digitally signed by RAJENDRA DATTARAM SAWANT RAJENDRA DN: c=IN, o=Personal, pseudonym=6616A0372AF0C8C6D014A0E76CCA8 893056888FA, 2.5.4.20=6e7caa3255accfd5feda94fa88811d8dc026 DATTARAM 26ad085ae182e7dbc948578fd996, postalCode=400013, st=Maharashtra, serialNumber=D3E75CCE44BAD361E6E3E8B764382 1EA834F005301BADB09B178FDE1E44BD5D7, SAWANT cn=RAJENDRA DATTARAM SAWANT Date: 2022.07.19 17:54:06 +05'30' Rajendra Sawant Company Secretary
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84th Annual Report 2021-22
Annual Report 2021-22
MUKAND LIMITED
BOARD OF DIRECTORS AND THE MANAGEMENT TEAM
BOARD OF DIRECTORS
| BOARD OF DIRECTORS | |
|---|---|
| Niraj Bajaj | Chairman & Managing Director |
| Prakash V Mehta | |
| Amit Yadav | |
| Bharti R Gandhi | |
| Sankaran Radhakrishnan | |
| A M Kulkarni | President & Director |
| (w.e.f. June 28, 2022) |
THE MANAGEMENT TEAM
Niraj Bajaj Chairman & Managing Director A M Kulkarni President & Director (w.e.f. June 28, 2022) Dhanesh K Goradia Chief Financial Officer Rajendra Sawant Chief, Legal & Company Secretary V Ratnaprasad Atluri Chief Executive Officer (Steel Plant, Ginigera) Gurnam Singh Chief Executive (Industrial Machinery Division) S V Panse Chief of Commercial, Stainless Steel
AUDITORS
DHC & Co., Chartered Accountants
ANNUAL GENERAL MEETING
Wednesday, August 10, 2022 at 11:30 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021.
REGISTERED OFFICE
Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021
WORKS
Dighe, Thane, Maharashtra 400 605 Ginigera, Karnataka 583 228
BRANCH OFFICES
Bengaluru, Chennai, Delhi, Kolkata, Visakhapatnam
CIN : L99999MH1937PLC002726 E-mail : [email protected] Website: www.mukand.com
CONTENTS
PAGE NO. Board of Directors and the Management Team .............................. 01 Notice ............................................................................................. 02 Directors’ Report and its annexures ............................................... 17 Auditors’ Report on Standalone Financial Statements ................... 67 Standalone Financial Statements ..................................................76 Auditors’ Report on Consolidated Financial Statements ..............134 Consolidated Financial Statements ..............................................142 Proxy Form .................................................................................. 205 Route Map ....................................................................................206
1
Notice
MUKAND LIMITED
Notice
MUKAND LIMITED
(CIN: L99999MH1937PLC002726) Registered Office: Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai – 400021 Tel: 022–61216666 E-mail: [email protected], Website: www.mukand.com
To the Members,
NOTICE is hereby given that the 84[th] ANNUAL GENERAL MEETING of the Members of MUKAND LIMITED will be held on Wednesday, August 10, 2022 at 11.30 a.m., at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021, to transact the following business:
ORDINARY BUSINESS:
1. To consider and adopt the audited standalone financial statements and audited consolidated financial statements of the Company for the year ended March 31, 2022, together with the Report/s of the Board of Directors and the Auditors thereon.
2. To declare dividend on 0.01% Cumulative Redeemable Preference Shares at the rate of 0.01% on paid up / redeemable value of shares for the financial year ended March 31, 2022.
3. To declare dividend on 8% Cumulative Redeemable Preference Shares at the rate of 8% on paid up value of shares for the financial year ended March 31, 2022.
4. To declare a dividend on Equity Shares at the rate of Rs.1.50/- (One Rupee and Fifty Paise) per equity share for the financial year ended March 31, 2022.
5. To appoint a Director in the place of Shri Niraj Bajaj, who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
6. Ratification of Cost Auditor’s Remuneration
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution :
“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 as amended (“the Act”) and the Companies (Audit and Auditors) Rules, 2014 and other applicable Rules and provisions if any, of the Act, and as per the recommendation of the Audit Committee, remuneration of Rs.1,05,000/- (Rs. One Lakh Five Thousand Only) plus reimbursement of actual travelling and other out of pocket expenses and applicable taxes to be paid to M/s. Y. R. Doshi & Co., Cost Accountants (Firm Registration No. 000003) as Cost Auditors, for conducting the audit of cost records of the Company for the financial year 2022-23, as considered approved by the Board of Directors of the Company, be and is hereby ratified.
RESOLVED FURTHER THAT the Board of Directors of the Company (which includes any Committee of the Board), be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary to give effect to this resolution.”
7. Approval of Material Related Party Transactions for FY: 2022-23
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (the “Act”), read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (the “SEBI Listing Regulations”), and subject to such other laws, rules, regulations, approvals, consents, sanctions and permissions of any authorities as may be necessary, the members of the Company hereby approve the material related party arrangements or transactions with related parties as detailed below proposed to be entered into during the financial year 2022-2023 with authority to the Board of Directors of the Company to authorize the management of the Company to enter into the said material related party arrangements or transactions with related parties upon the principal terms as explained further in details in the Explanatory Statement annexed hereto.
2
MUKAND LIMITED
Notice
| Name of Related Party | Description of Contracts / Arrangement / Transactions |
Tenure of Contracts / Arrangement / Transactions |
Total Cumulative Contracts / arrangement / Transactions Value (Rs. in Crore) |
|---|---|---|---|
| Mukand Sumi Metal Processing Limited |
Sale, purchase, supply of any goods, including raw materials, fnished products, scrap and capital goods, carrying out/availing job-work and hire of facilities, availing / rendering of marketing / business transfer and other services, leasing of factory / ofce premises / facilities / corporate guarantee or anyother transactions. |
April 01, 2022 to March 31, 2023 |
962.00 |
| Mukand Sumi Special Steel Limited |
Sale, purchase, supply of any goods, including raw materials, fnished products, scrap and capital goods, carrying out/availing job-work and hire of facilities, availing / rendering of marketing / business transfer and other services, leasing of factory / ofce premises / facilities / corporate guarantee or anyother transactions. |
April 01, 2022 to March 31, 2023 |
3,227.13 |
| Jamnalal Sons Private Limited |
Loan and its repayment, interest on loan, corporate guarantee, commission on corporate guarantee or anyother transaction. |
April 01, 2022 to March 31, 2023 |
7,873.00 |
RESOLVED FURTHER THAT the Board of Directors (or a Committee/s thereof) be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or contractual if any, in relation to the above and be authorized to approve aforesaid transactions and the terms and conditions thereof.
RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things, to sign, execute all such documents, instruments in writing on an ongoing basis as may be required in its absolute discretion pursuant to the above Resolution.”
8. Approval / Ratification of Material Related Party Transactions for FY: 2021-22
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (the “Act”), read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (the “SEBI Listing Regulations”), and subject to such other laws, rules, regulations, approvals, consents, sanctions and permissions of any authorities as may be necessary, the Members of the Company hereby approve / ratify the material related party arrangements or transactions with related parties as detailed below entered into during the financial year 2021-2022 with Mukand Sumi Metal Processing Limited (MSMPL), a subsidiary and Mukand Sumi Special Steel Limited (MSSSL), a group company, hence related parties within meaning of the aforesaid laws, the value of which either singly or all taken together exceeded ten percent of the annual consolidated turnover of the Company as per audited financial statements for FY 2020-21 as explained further in details in the Explanatory Statement annexed hereto.
| Name of Related Party |
Description of Contracts /Arrangement/Transactions | Tenure of Contracts/ Arrangement/ Transactions |
Total Cumulative Contracts / arrangement/ Transactions Value (Rs. in Crore) |
|---|---|---|---|
| Mukand Sumi Metal Processing Limited |
Sale, purchase, supply of any goods, including raw materials, fnished products, scrap and capital goods, carrying out/availing job-work and hire of facilities, availing/ rendering of marketing/ business transfer and other services, leasing of factory/ ofce premises/facilities/ corporateguarantee or anyother transactions |
April 01, 2021 to March 31, 2022 |
618.46 |
| Mukand Sumi Special Steel Limited |
Sale, purchase, supply of any goods, including raw materials, fnished products, scrap and capital goods, carrying out/availing job-work and hire of facilities, availing/ rendering of marketing/ business transfer and other services, leasing of factory/ ofce premises/facilities/ corporateguarantee or anyother transactions |
April 01, 2021 to March 31, 2022 |
2,118.31 |
3
Notice
MUKAND LIMITED
RESOLVED FURTHER THAT the Board of Directors (or a Committee/s thereof) be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or contractual if any, in relation to the above and be authorized to approve aforesaid transactions and the terms and conditions thereof.”
RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds and things, to sign, execute all such documents, instruments in writing on an ongoing basis as may be required in its absolute discretion pursuant to the above Resolution.”
9. General approval for issue of Redeemable Non-convertible Debentures on private placement basis
To consider and, if thought fit, to pass, the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, including any statutory modification(s) or re-enactment thereof, for the time being in force, in supersession of the earlier resolution passed in this regard by the members at their 83rd Annual General Meeting, approval of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to offer or invite subscriptions for secured / unsecured redeemable Non-convertible Debentures (NCDs), in one or more series / tranches, aggregating up to Rs. 500,00,00,000/- (Rupees Five Hundred Crore only), on private placement basis, on such terms and conditions as the Board may, from time to time, determine and consider proper and most beneficial to the Company including as to when the said Debentures be issued, the consideration for the issue, utilization of the issue proceeds and all matters connected with or incidental thereto.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any director(s) and/ or officer(s) of the Company, to give effect to this resolution.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all acts, deeds matters and things and execute all such deeds, documents, instruments and writings as it may in its sole and absolute discretion consider necessary in relation thereto.”
By Order of the Board of Directors For MUKAND LIMITED
Rajendra Sawant Company Secretary Mumbai, May 30, 2022
4
MUKAND LIMITED
Notice
NOTES:
- A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY MUST BE LODGED WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) MEMBERS AND HOLDING IN AGGREGATE SHARES NOT MORE THAN 10 PERCENT OF THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. FURTHER, A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS A PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
Proxies submitted on behalf of companies must be supported by an appropriate Resolution/Authority, as applicable. Members may please note that a Proxy does not have the rights to speak at the Meeting and can vote only on poll.
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During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than three (3) days written notice is given to the Company.
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Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail through its registered e-mail address to [email protected] with a copy marked to [email protected]
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Explanatory Statement pursuant to section 102 (1) of the Act in respect of special business set out in this Notice is annexed hereto. The Notice of Meeting will also be available on the Company’s website www.mukand.com and the website of KFIN Technologies Limited (formerly known as KFIN Technologies Private Limited) at https://evoting.kfintech.com
Brief profile of the Director, who is liable to retire by rotation, is annexed hereto as per requirements of regulation 36(3) of SEBI Listing Regulations and provisions of the Act.
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Institutional Investors, who are members of the Company are encouraged to attend and vote at the 84[th] AGM of the Company.
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The SEBI has mandated the submission of Permanent Account Number (PAN) by every person dealing in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or RTA of the Company viz. KFin Technologies Limited (‘KFintech’).
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In terms of section 101 and 136 of the Act, read together with the Rules made thereunder, the listed companies may send the notice of annual general meeting and the annual report, including Financial Statements, Board Report etc. by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company’s www.mukand.com, website of the Stock Exchanges i.e. BSE & NSE at www.bseindia.com and www.nseindia. com, respectively and on the website of Company’s RTA at https://evoting.kfintech.com
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To receive shareholders’ communications through electronic means, including Annual Reports and Notices, members are requested to kindly register/update their e-mail address with their respective depository participant, where shares are held in electronic form, where shares are held in physical form, members are advised to register their e-mail address with KFintech. In case of queries, members are requested to write to [email protected] or call at the toll-free number 1800-309-4001.
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With a view to helping us serve the members better, members who holds shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.
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Members who still hold share certificates in physical form are advised to dematerialise their shareholding to also avail of numerous benefits of dematerialisation, which include easy liquidity, ease of trading and transfer, savings in stamp duty, elimination of any possibility of loss of documents and bad deliveries.
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In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the Annual General Meeting.
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The Company has been maintaining, inter alia , following statutory registers at the registered office of the Company:
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(a) Register of contracts or arrangements in which directors are interested under section 189 of the Act.
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(b) Register of Directors and Key Managerial Personnel and their shareholding under section 170 of the Act.
- In accordance with the MCA circulars, the said registers shall be made accessible for inspection through electronic mode without any fee during the continuance of the meeting. Members seeking to inspect such documents can send their email to [email protected]
5
Notice
MUKAND LIMITED
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Pursuant to section 72 of the Act, members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 (a copy of which is available on the website of the Company) with the Company’s share transfer agent. In respect of shares held in electronic/demat form, the members may please contact their respective depository participant.
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The Route Map is annexed in this Notice.
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In case a person has become a member of the Company after dispatch of AGM Notice, but on or before the cut-off date for e-voting, i.e., July 29, 2022 (End of day), such person may obtain the User ID and Password from RTA/KFintech by e-mail request on [email protected]
Alternatively, member may send signed copy of the request letter providing the e-mail address, mobile number, selfattested PAN copy along with client master copy (in case of electronic folio)/copy of share certificate (in case of physical folio) via e-mail at the e- mail id at investors@ mukand.com for obtaining the Annual Report and Notice of AGM.
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To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
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Members desirous of getting any information about the accounts and operations of the Company are requested to address their query to the Company Secretary at the Registered Office or email at [email protected] OR investors@ mukand.com well in advance so that the same may reach him at least 7 days before the date of the meeting to enable the Management to keep the required information readily available at the meeting.
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Instructions for e-voting and joining the AGM are as follows:
A. VOTING THROUGH ELECTRONIC MEANS (E-VOTING):
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i. In terms of the provisions of section 108 of the Act, read with rule 20 of the Companies (Management and Administration) Rules, 2014 as amended (hereinafter called ‘the Rules’ for the purpose of this section of the Notice) and regulation 44 of the Listing Regulations, the Company is providing facility of remote e-voting facility through the e-voting service (‘remote e-voting’) provided by KFin Technologies Limited (KFintech) on all resolutions set forth in this Notice, before the AGM.
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ii. The remote e-voting period commences on August 06, 2022 at 9.00 A.M. (IST) and ends on August 09, 2022 at 5.00 P.M. (IST). During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on “Cut-off date” i.e., July 29, 2022 may cast their vote electronically. The remote e-voting module shall be disabled by KFintech for voting thereafter. A person who is not a Member as on the cut-off date should treat Notice of this Meeting for information purposes only.
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iii. The voting rights of the Members holding shares in physical form or in dematerialized form, in respect of e-voting shall be reckoned in proportion to their share in the paid-up equity share capital as on the cut-off date i.e., July 29, 2022 .
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iv. LOGIN METHOD FOR REMOTE E-VOTING FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE:
Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December 2020 on “e-voting facility provided by Listed Companies”, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e- voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.
Shareholders are advised to update their mobile number and e-mail id with their DPs in order to access e-voting facility.
6
Notice
MUKAND LIMITED
1) Login method for Individual shareholders holding securities in demat mode:
| Type of shareholders | Login method |
|---|---|
| Individual shareholders holding securities in demat mode with NSDL |
A. Users registered for NSDL IDeAS facility: i. Open web browser by typing the URL: https://eservices.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e- Services is launched, click on the“Benefcial Owner”icon under“Login”which is available under“IDeAS”section. ii. A new screen will open. Enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on“Access to e-voting”under e-voting services and you will be able to see e-voting page. iii. Click on options available against Company name or e- voting service provider - KFintech and you will be re- directed to e-voting service provider website for casting your vote duringthe remote e-voting period. |
| B. Users not registered for IDeAS e-Services: Option to register is available at https://eservices.nsdl.com Select“Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp and proceed with completing the required felds i.e. follow steps given in points (i)-(iii) above. |
|
| C. By visiting the e-voting website of NSDL: i. Visit the e-voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e- voting system is launched, click on the“Login”icon, available under the“Shareholder/Member”section. ii. A new screen will open. Enter your User ID (i. e. your 16-digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. iii. Click on options available against Company name or e-voting service provider –Kfntechand you will be redirected to e-voting service provider website for casting your vote duringthe remote e-voting period. |
|
| Individual Shareholders holding securities in demat mode with CDSL |
A. Existing users who have opted for Easi/Easiest: i) URL to login to Easi/Easiest: https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on login icon and select New System Myeasi. ii) Shareholders can login through their user ID and password. Option will be made available to reach e-voting page without any further authentication. iii) After successful login on Easi/Easiest, the user will also be able to see the e-voting menu. The menu will have links of ESPs. Click onKFintechto cast your vote. |
| B. Users who have not opted for Easi/Easiest: Option to register for Easi/Easiest is available at https://web.cdslindia.com/myeasi/ Registration/EasiRegistration andproceed with completingthe required felds. |
|
C. By visiting the e-voting website of CDSL: i) The user can directly access e-voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile no. and e-mail id as recorded in the demat account. ii) After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of ESP i.e.KFintech. |
7
Notice
MUKAND LIMITED
| Type of shareholders | Login method |
|---|---|
| Individual Shareholders (holding securities in demat mode) logging through their depository participants |
i) Shareholders can also login using the login credentials of their demat account through their Depository Participant registered with NSDL/CDSL for e-voting facility. Once logged-in, you will be able to see e-voting option. ii) Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. iii) Click on options available against Company name or e- voting service provider- KFintechand you will be redirected to e-voting service provider website for casting your vote duringthe remote e-voting period. |
Important Note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode who need assistance for any technical issues related to login through Depository i.e. NSDL and CDSL:
- i) Members facing any technical issue – NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl. co.in or call on toll free no.: 1800 1020 990 and 1800 22 44 30.
- ii) Members facing any technical issue – CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk. [email protected] or contact on 022- 23058738 or 022- 23058542-43.
2) Login method for remote e-voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode are as follows:
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i. Initial password is provided in the body of the email.
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ii. Launch internet browser and type the URL: https://evoting.kfintech.com, in the address bar.
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iii. Enter the login credentials i.e. User ID and password mentioned in your email. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting your votes.
You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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iv. You need to login again with the new credentials.
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v. On successful login, the system will prompt you to select the EVENT i.e. “Mukand Limited”
On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
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vi. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.
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vii. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.
Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutinizer through e-mail at [email protected] and may also upload the same in the e-voting module in their login.
8
Notice
MUKAND LIMITED
The scanned image of the above documents should be in the naming format “MUKAND LIMITED EVENT No.’
- viii. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual available at the ‘download’ section of https://evoting.kfintech.com or call KFintech on 1800-309-4001 (toll free).
B. VOTING AT AGM:
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i. In addition to the remote e-voting facility as described above, the Company shall make a voting facility available at the venue of the annual general meeting, through Instapoll. Members attending the meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the meeting.
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ii. Members who wish to cast their vote in the Annual General Meeting are requested to keep their DP ID / Client ID and Folio number available for Instapoll.
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iii. Members who have cast their votes by remote e-voting prior to the meeting may attend the meeting but shall not be entitled to cast their vote again.
C. GENERAL INSTRUCTIONS:
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i. The Board of Directors has appointed Shri Anant B Khamankar of M/s. Anant B. Khamankar & Co., Practising Company Secretary, (FCS No. 3198, CP No. 1860) Mumbai, as the Scrutinizer to the e-voting process and voting at the AGM in a fair and transparent manner.
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ii. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes through e-voting in the presence of at least two (2) witnesses, not in the employment of the Company and make a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman of the Company or any other person authorised by him after completion of the scrutiny.
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iii. The Scrutinizer shall submit his report after taking into account votes cast at the AGM as well as through remote e-voting to the Chairman or any person authorised by him for this purpose, who shall declare the result of the voting. The results declared along with the scrutinizer’s report shall be placed on the Company’s website at www.mukand.com and on the website of KFintech at https://evoting.kfintech.com and shall also be communicated to the stock exchanges. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed at the AGM of the Company.
19. Dividend related information for equity and preference shares:
Board of Directors have recommended following dividends for the financial year 2021-22 for the approval of the shareholders at the ensuing AGM –
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a. Dividend of Rs 1.50/- (15%) per equity share of the face value of Rs. 10/- each,
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b. Dividend @ 0.01% per 0.01% Cumulative Redeemable Preference Shares paid- up / redeemable value of shares for the financial year ended March 31, 2022 and
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c. Dividend @ 8% per Unlisted 8% Cumulative Redeemable Preference Shares on paid-up value of shares for the financial year ended March 31, 2022.
In this regard, members may take note of the notes/information provided below:
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Closure of Register of Members/Share Transfer Books: Pursuant to the provisions of section 91 of the Act and regulation 42 of the Listing Regulations, the register of members and share transfer books of the Company will remain closed from July 30, 2022 to August 10, 2022 (both days inclusive) for the purpose of payment of dividend.
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Record date for dividend: Record date for determining eligible members for payments of aforesaid dividend (equity and 8% CRPS) is Friday, July 29, 2022 (end of day)
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Credit of Dividend: Subject to the provisions of section 126 of the Act, dividend on equity shares, if declared at the AGM, will be credited/dispatched on Wednesday, August 17, 2022 and/or Thursday, August 18, 2022 as under:
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a) to all those shareholders holding shares in physical form, as per the details provided by share transfer agent of the Company i.e. KFintech to the Company, as of or before the closing hours on July 29, 2022; and
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b) to all those beneficial owners holding shares in electronic form, as per the beneficial ownership data made available to the Company by National Securities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL) as of the close of business hours on July 29, 2022.
9
Notice
MUKAND LIMITED
- Tax Deduction at Source (‘TDS’) : The Finance Act, 2020 has abolished the Dividend Distribution Tax (‘DDT’) and has introduced the system of dividend taxation in the hands of the shareholders with effect from 1 April 2020. Accordingly, the Company would be required to deduct Tax at Source (‘TDS’) in respect of approved payment of dividend to its shareholders (resident as well as non-resident).
Resident Shareholders:
Tax shall be deducted at source under section 194 of the Income Tax Act, 1961 (‘IT Act’) at the rate of 10% on the amount of dividend declared and paid by the Company during FY 2022-23. However, in the following cases, TDS at the rate of 20% would be applicable as per the IT Act:
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a. Section 206AA of IT Act -- In case where, PAN is not available/submitted, or PAN submitted is invalid.
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b. Section 206AB of IT Act-- In case of ‘specified person’.
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Specified person means a taxpayer who has not filed income tax return of previous year (i.e. FY 2020-21) where aggregate of TDS and TCS in said previous year is ₹ 50,000 or more;
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As per Notification No. 01 of 2022 dated June 9, 2022, issued by Central Board of Direct Taxes, in order to check the status of a shareholder as ‘specified person’, the Company would rely on the details available on the online functionality of the Income tax Department and shall accordingly determine the applicable TDS rate. The Company shall not rely on any declaration in relation to non-applicability of provisions of section 206AB of the IT Act.
Further, no tax shall be deducted at source on the dividend payable to a resident individual if the total dividend to be received by the said resident individual from the Company during the financial year does not exceed ₹ 5,000.
Tax will not be deducted at source in cases where a shareholder provides Form 15G (where applicable)/Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are met.
NIL/lower tax shall be deducted on the dividend payable to resident shareholders on submission of relevant documents. Kindly note that the aforementioned documents should be uploaded with KFintech at https://ris.kfintech.com/form15. No communication on tax determination/deduction shall be entertained after July 29, 2022.
The documents submitted by you will be verified by us and we will consider the same while deducting the appropriate taxes, if any, provided that these documents are in accordance with the provisions of IT Act.
Non-resident Shareholders:
Tax is required to be deducted at source in the case of non-resident shareholders in accordance with the provisions of section 195 of the IT Act at the rates in force. As per the relevant provisions of the IT Act, the TDS on dividend shall be lower of 20% or applicable rate under the Double Tax Avoidance Agreement (‘DTAA’) plus applicable surcharge and health and education cess on the amount of dividend payable to the non-resident shareholders. For FII/FPI shareholders, section 196D provides for TDS lower of 20% or applicable rate under the DTAA plus applicable surcharge and health & education cess.
However, as per section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the DTAA read with applicable Multilateral Instrument (‘MLI’) provisions, as may be applicable, if they are more beneficial to them.
In order to claim the benefit of the DTAA, non-resident shareholders will have to provide required documents/declarations. Kindly note that the said documents should be uploaded with KFintech at https://ris.kfintech.com/form15.
No communication on the tax determination/deduction shall be entertained after July 29, 2022. The above referred documents submitted by you will be verified by us and we will consider the same while deducting the appropriate taxes, if any, provided that these documents are in accordance with the provisions of the IT Act.
Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review of the documents by the Company which should meet the requirement of the IT Act read with applicable DTAA. In absence of the same, the Company will not be obligated to apply the beneficial DTAA rate at the time of tax deduction on dividend.
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Notice
MUKAND LIMITED
In addition to the above, please note the following:
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In case you hold shares under multiple accounts under different status/category but under a single PAN, the highest rate of tax as applicable to the status in which shares held under the said PAN will be considered on the entire holding in different accounts.
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In case of joint shareholding, the withholding tax rates shall be considered basis the status of the primary beneficial shareholder.
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Further, if a resident/non-resident shareholder has obtained a lower or Nil withholding tax certificate from the tax authorities and provides a copy of the same to the Company (TAN - MUMM29367C), tax shall be deducted on the dividend payable to such shareholder at the rate specified in the said certificate.
It may be further noted that in case tax on dividend is deducted at a higher rate (due to absence of receipt of any of the details/valid documents), the shareholders may consider claiming appropriate refund, as may be eligible in their return of income. No claim shall lie against the Company for such taxes deducted.
The Company shall arrange to email the soft copy of the TDS certificate to shareholders at the registered email ID within the prescribed time limit, post payment of the said dividend (if approved in the AGM). The tax credit can also be viewed in Form 26AS by logging in with your credentials (with valid PAN) on the e-filing website of the Income Tax department of India https://www.incometax.gov.in/home
In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided by the Shareholder(s), such Shareholder(s) will be responsible to indemnify the Company and also, provide the Company with all information/documents and co-operate in any assessment/appellate proceedings before the Tax/ Government authorities.
FAQs relating to the above are hosted on the website of KFintech at Click here https://crimg.kfintech.com/bmails/files/ MUKAND_FAQs_on_TDS_on_dividend.pdf
By Order of the Board of Directors For MUKAND LIMITED
Rajendra Sawant Company Secretary Mumbai, May 30, 2022
11
Notice
MUKAND LIMITED
Annexure to the Notice
EXPLANATORY STATEMENT
[Pursuant to section 102(1) of the Companies Act, 2013 (“Act”) Read with SEBI (LODR) Regulations, 2015, the following explanatory statement sets out all material facts relating to business mentioned under the accompanying Notice].
Item No. 6
The Board of Directors of the Company at its meeting held on May 17, 2022, on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Y R. Doshi & Co., Cost Accountants (Firm Registration No.000003) to conduct the audit of the cost records of the Steel Plants at Kalwe and Hospet and Engineering Contracts and Industrial Machinery Division etc. at Kalwe for the financial year ending March 31, 2023, on a remuneration of Rs.1,05,000/- (Rs. One lakh Five Thousand Only) plus reimbursement of actual travelling and other out of pocket expenses plus taxes applicable.
In accordance with the provisions of Section 148 of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the members of the Company.
Accordingly, consent of the members is sought for passing an Ordinary resolution as set out at Item no. 6 of the notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2023.
None of the Directors, Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in the resolution. The Board recommends the Ordinary Resolution set out at Item no. 6 of the Notice for approval by the members.
Item No. 7
Pursuant to Section 188 of the Act, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to obtain consent of the Board of Directors and prior approval of the Members by resolution in case related party transactions exceed such sum as is specified in the rules. The aforesaid provisions are not applicable in respect transactions entered into by the company in the ordinary course of business on an arm’s length basis.
As per amended Regulation 23(4) of the SEBI Listing Regulations, which has come into effect from April 01, 2022, all material related party transactions and subsequent material modifications as defined by the audit committee shall require prior approval of the shareholders through resolution. Explanation to Regulation 23(1), provides that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees 1000 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.
Mukand Sumi Metal Processing Limited (MSMPL), Mukand Sumi Special Steel Limited (MSSSL) and Jamnalal Sons Private Limited (JSPL), are related parties of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations. Mukand Sumi Metal Processing Limited is a Joint Venture with Sumitomo corporation and Mukand Sumi Special Steel Limited is related to promoter group and Jamnalal Sons Private Limited is promoter group company. Your Company do sale, purchase, provides / receives services to / from them and also provides and receives financial support from them, which are significant for expansion and growth of your Company. The Board is of the opinion that proposed transactions with above related parties are in the best interest of the Company and the members.
Your Company proposes to enter into transactions with Mukand Sumi Metal Processing Limited, Mukand Sumi Special Steel Limited and Jamnalal Sons Private Limited, during financial year 2022-23 which are likely to be material transactions as per amended Regulation 23(1) of SEBI Listing Regulations.
The particulars of proposed material related party transactions for the financial year 2022-23 are as below:
| Sr. No. |
Type and particulars of the proposed Transaction | Total Transaction Value (Rs. in crore) | Total Transaction Value (Rs. in crore) | Total Transaction Value (Rs. in crore) |
|---|---|---|---|---|
| (A) | Sale of Goods & rendering of Services by the Company | MSMPL | MSSSL | JSPL |
| 1 | Sale of Black Bars of SS / Rods & Bright Bars & Rods | 735.00 | -- | -- |
| 2 | Sale of cast billets, blooms, cogged billets bars/rounds, hot rolled bars and hot rolled wire rods & machineries manufactured by Industrial MachineryDivision |
-- | 2,430.00 | -- |
| 3 | Job Work Income | 100.00 | 160.00 | -- |
| 4 | Rent of Factory/ Ofce | 0.80 | 0.80 | -- |
| 5 | Fees/provision for other services | 0.25 | -- | -- |
| 6 | Guarantee commission Income | -- | 7.00 | -- |
| 7 | MarketingIncome | 1.50 | -- | -- |
| 8 | ElectricityCharges | 0.15 | 0.15 | -- |
| 9 | Interestpayment | 1.00 | 3.00 | -- |
| Total -A | 838.70 | 2,600.95 | -- |
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Notice
MUKAND LIMITED
| Sr. No. |
Type and particulars of the proposed Transaction | Total Transaction Value (Rs. in crore) | Total Transaction Value (Rs. in crore) | Total Transaction Value (Rs. in crore) |
|---|---|---|---|---|
| (B) | Purchase of Goods & receiving of Services by the Company | MSMPL | MSSSL | JSPL |
| 1 | Purchase of Scrap | 65.00 | 50.00 | -- |
| 2 | Job Work /MachineryHire Charges | 10.30 | 22.18 | -- |
| 3 | Other Services | -- | 1.00 | -- |
| 4 | Interest on advancepayments | 3.00 | 3.00 | -- |
| 5 | Repurchase of Mills | -- | 25.00 | -- |
| Total -B | 78.30 | 101.18 | -- | |
| (C) | Corporate Guarantees issued & returned on behalf of the Company | 45.00 | 525.00 | 5,200.00 |
| (D) | Commission on Guarantees(payment) | -- | -- | 8.00 |
| (E) | AvailingInter-Corporate Deposits(ICDs) | -- | -- | 1,000.00 |
| (F) | Repayment of(ICDs) | -- | -- | 1,610.00 |
| (G) | Interest on ICDs(payment) | -- | -- | 55.00 |
| Total Transaction Value | 962.00 | 3,227.13 | 7,873.00 |
The other particulars of aforesaid transactions are as under:
| Sr. No. |
Name of the related party |
Name of the Director or Key Managerial Personnel of the Company who is related party, if any |
Nature of Relationship/ position in MSMPL/ MSSSL/JSPL |
Material Terms of the contract or arrangement |
Any other information relevant or important for the members to take a decision on the proposed resolution |
|---|---|---|---|---|---|
| 1 | Mukand Sumi Metal Processing Limited |
Shri A. M. Kulkarni, (KMP) holds 100 shares in MSMPL jointly with the Company. |
Subsidiary company |
Credit Period of 15-45 days | The transactions are in the ordinary course of business and at Arm’s Length basis. |
| 2 | Mukand Sumi Special Steel Limited |
None | MSSSL is an entity related to Promoter group entity |
Credit Period of 7 days | The transactions are in the ordinary course of business and at Arm’s Length basis. |
| 3 | Jamnalal Sons Private Limited |
Shri Niraj Bajaj Chairman & Managing Director of the Company is also the Chairman & Director of Jamnalal Sons Private Limited |
Promoter group entity |
Nature of transactions: - A). Unsecured Loans 1. Rate of interest on Loan - 10.50% p.a. 2. Tenure: Short Term / Long Term 3. Purpose of Utilization of funds: Working Capital / Capital Expenditure / General Corporate Purpose 4. Repayment Schedule: upto 3 years with prepayment permitted without penalty. B. Corporate Guarantee issued & returned on behalf of the Company 1. Commission on Corporate Guarantee: - @ 0.50% p.a. on Loan facility & @ 0.25% p.a on Guarantee facility. 2. Tenure: 3 years 3. Purpose: To secure credit facility |
The transactions are in the ordinary course of business and at Arm’s Length basis. |
The above transactions are approved by the Audit Committee as per the provisions of the Act and the SEBI Listing Regulations.
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Notice
MUKAND LIMITED
In view the above, it is proposed to seek approval of the members of the Company through an Ordinary Resolution for the above transactions and the related parties are abstained from voting on the resolution proposed at item no.7.
None of the Directors or Key Managerial Personnel or their relatives is directly or indirectly concerned or interested, financially or otherwise, except as mentioned above to the extent of his/her respective shareholding, if any, in the Company, in the said resolution.
The Board recommends the Ordinary Resolution at Item no. 7 of the notice for approval by the members.
Item No. 8
Pursuant to Section 188 of the Act, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company is required to obtain consent of the Board of Directors and approval of the Members by resolution in case related party transactions exceed such sum as is specified in the rules. The aforesaid provisions are not applicable in respect transactions entered into by the company in the ordinary course of business on an arm’s length basis.
However, pursuant to Regulation 23 of the SEBI Listing Regulations, approval of shareholders through Ordinary Resolution is required for all material related party transactions and subsequent material modifications, even if they are entered into the ordinary course of business on arm’s length basis. At the last Annual General Meeting held on September 18, 2021, the shareholders of the Company have approved the related party transactions with MSMPL and MSSSL for the financial year 2021-22.
Mukand Sumi Metal Processing Limited (MSMPL) and Mukand Sumi Special Steel Limited (MSSSL) are related parties of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations. Mukand Sumi Metal Processing Limited is a Joint Venture with Sumitomo corporation and Mukand Sumi Special Steel Limited is related to promoter group. Your Company do sale, purchase, provides / receives services to / from them and also provides financial support to them, which are significant for expansion and growth of your Company. The Board is of the opinion that proposed transactions with above related parties are in the best interest of the Company and the members.
Your Company had entered into following transactions with Mukand Sumi Metal Processing Limited and Mukand Sumi Special Steel Limited, during financial year 2021-22 which are modification to the approval obtained at last Annual General Meeting.
The particulars of material related party transaction entered during the financial year 2021-22 are as below:
| Sr. No. |
Description of Contracts / Transactions | Total Transactions Value (Rs. in crore) |
Total Transactions Value (Rs. in crore) |
|---|---|---|---|
| (A) | Sale of Goods & rendering of Services by the Company | MSMPL | MSSSL |
| 1 | Sale of Black Bars of SS / Rods & Bright Bars & Rods | 468.76 | -- |
| 2 | Sale of cast billets, blooms, cogged billets bars/rounds, hot rolled bars and hot rolled wire rods & machineries manufactured byIndustrial MachineryDivision |
-- | 1,846.25 |
| 3 | Job Work Income | 81.20 | 209.65 |
| 4 | Rent of Factory/ Ofce | 0.76 | 0.80 |
| 5 | Fees/provision for other services | 0.22 | -- |
| 6 | Guarantee commission received | - | 3.56 |
| 7 | MarketingIncome | 0.90 | -- |
| 8 | ElectricityCharges | 0.09 | -- |
| Total - A | 551.93 | 2,059.46 | |
| (B) | Purchase of Goods & receiving of Services by the Company | MSMPL | MSSSL |
| 1 | Purchase of Scrap | 53.38 | 24.76 |
| 2 | Job Work /MachineryHire Charges | 11.91 | 33.52 |
| 3 | Other Services | -- | -- |
| 4 | Interest received on advancepayments | 1.24 | 0.57 |
| Total - B | 66.53 | 58.85 | |
| Total Transaction Value | 618.46 | 2,118.31 |
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Notice
MUKAND LIMITED
The other particulars of aforesaid transactions are as under:
| Sr. No. |
Name of the related party |
Name of the Director or Key Managerial Personnel of the Company who is related party, if any |
Nature of Relationship/ position in MSMPL/ MSSSL |
Material Terms of the contract or arrangement |
Any other information relevant or important for the members to take a decision on the proposed resolution |
|---|---|---|---|---|---|
| 1 | Mukand Sumi Metal Processing Limited |
Shri A. M. Kulkarni, (KMP) hold 100 shares in MSMPL jointly with the Company. |
Subsidiary company |
Credit Period of 15-45 days |
The transactions are in the ordinary course of business and at Arm’s Length basis; |
| 2 | Mukand Sumi Special Steel Limited |
None | MSSSL is an entity related to Promoters group entity |
Credit Period of 7 days |
The transactions are in the ordinary course of business and at Arm’s Length basis. |
The above transactions are approved by the Audit Committee as per the provisions of the Act and the SEBI Listing Regulations.
In view the above, it is proposed to seek approval of the members of the Company through an Ordinary Resolution for the above transactions and the related parties are abstained from voting on the resolution.
None of the Directors or Key Managerial Personnel or their relatives is directly or indirectly concerned or interested, financially or otherwise, except as mentioned above to the extent of his/her respective shareholding, if any, in the Company, in the said resolution.
The Board recommends the Ordinary Resolution at Item no. 8 of the notice for approval by the members.
Item No. 9
Section 42 of the Companies Act, 2013 deals with private placement of securities by a company. Sub-rule (2) of the Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 states that in case of an offer or invitation to subscribe for Non-Convertible Debentures (NCDs) on private placement, the company shall obtain previous approval of its members by means of a special resolution only once in a year for all the offers or invitations for such debentures during the year. In order to augment long term resources for financing, inter alia , the ongoing capital expenditure and for general corporate purposes, the Company may offer or invite subscription for secured / unsecured NCDs in one more series or tranches.
Accordingly, in supersession of earlier resolution passed in this regard by the members at Company's 83rd AGM held on September 18, 2021, general consent of the members is being sought for passing a Special resolution as set out at Item no. 9 of the Notice for issue of secured/unsecured redeemable NCDs on a private placement basis, from time to time, for a year from the date of passing of this resolution, in one more series or tranches. The NCDs would be issued for cash either at par or premium or at a discount to face value depending upon the prevailing market conditions. This Resolution enables the Board of Directors of the Company to offer or invite subscription for non-convertible debentures, as may be required by the Company, from time to time for a year from the conclusion of this Annual General Meeting.
None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in the aforesaid Resolution.
The Board recommends the Special Resolution at Item no. 9 of the notice for approval by the members.
By Order of the Board of Directors For MUKAND LIMITED
Rajendra Sawant Company Secretary Mumbai, May 30, 2022
15
Notice
MUKAND LIMITED
Annexure to the Notice
Profile of Director
Brief profile of Director seeking appointment / re-appointment at the Annual General Meeting
(Pursuant to SEBI (LODR) Regulations 2015 and Clause 1.2.5 of Secretarial Standard - 2 on General Meetings)
| Name of Director | Niraj Bajaj |
|---|---|
| Current Designation | Chairman & Managing Director |
| DIN of Director | 00028261 |
| Nationality | Indian |
| First appointment on Board | July 3, 1989 |
| Board meetings held /attended FY:2021-22 |
5/5 |
| Membership / Chairmanship of Committees in other public companies as on March 31,2022. |
Provided under Corporate Governance Report section of Annual Report |
| Equity Shareholding in Mukand Ltd. as on March 31, 2022 |
11,786,730 |
| Relationship between directors inter-se and other KMP of the Company |
He is not related to any directors or key managerial personnel of the Company |
| Terms and conditions of appointment with details of remuneration last drawn |
Appointed for period of 3 years with efect from July 5, 2020, liable to retire by rotation, at 82nd Annual General Meeting held on September 29, 2020. |
| Brief profle of Director (Qualifcation/ Expertise / experience including expertise in specifc functional areas, awards and recognitions etc. if any,) |
Shri Niraj Bajaj, aged 67 years, did his B.Com. from Sydenham College of Commerce & Economics, Mumbai and has completed his Masters in Business Administration (MBA) from Harvard Business School, Boston, U.S.A. Shri Niraj Bajaj is one of the promoter of Bajaj Group. He was the President of the Indian Merchants’ Chamber, a decade ago, when it was celebrating its Centenary year. He was selected by World Economic Forum, as one of the “Global Leaders for Tomorrow”, in 1993. He was also President of The Alloy Steel Producer’s Association of India and Indian Stainless Steel Development Association. He has over 41 years of industry experience. He is Chairman of Bajaj Auto Limited. He represented India in table tennis for 7 years between 1970-77, of which last 4 years was as the Captain. He has been three-times All-India Table Tennis Champion and ranked India No.1, four times. He is the recipient of Arjuna Award, India’s highest Sport’s honour, Shiv Chhatrapati Award, Maharashtra’s highest Sport’s honour and Maharashtra Gaurav Puraskar Award. |
| List of Directorships in other companies as on March 31, 2022 |
1) Bajaj Auto Ltd., 2) Bajaj Allianz General Insurance Company Limited, 3) Bajaj Allianz Life Insurance Company Limited, 4) Jamnalal Sons Pvt. Ltd., 5) Jeewan Limited, 6) Mukand Engineers Limited, 7) Bachhraj and Company Private Limited, 8) Baroda Industries Pvt. Ltd., 9) Bajaj Sevashram Pvt. Ltd 10) Mahakalpa Arogya Pratisthan, 11) Bhoopati Shikshan Pratisthan, 12) Niraj Holdings Pvt Ltd, 13) Sanraj Nayan Investments Pvt. Ltd 14) IMC Chamber of Commerce And Industry, 15) Foundation For Promotion of Sports and Games, 16) Bajaj Holdings & Investment Ltd, 17)Mukand Sumi Special Steel Limited. |
16
MUKAND LIMITED
Directors’ Report
Directors’ Report
- The Directors of the Company place on record the deep sense of grief over the passing away of Company’s former Chairman Shri Rahul Bajaj on February 12, 2022. He was on the Board of your Company as a Director from 1976 to 2010. He also acted and functioned in an exemplary way as Chairman of the Committee of the Board constituted for the convenience of transacting the day-to-day business and affairs of the Company at the time of absence of the then Chairman & Managing Director, Shri Viren J. Shah during the years 1976 / 1977. He was elevated on the Board of Directors as ‘Vice Chairman’ in the year 1994. He was the Chairman of your Company’s Board from December 1, 1999 to July 14, 2007. During this period, the steel industry was passing through recession and Company’s performance reflected down-turn. It operated under severe financial constraints. However, under his leadership, the Company sailed through these difficult times and improved its performance. It was under his Chairmanship that we commissioned the Hospet plant and received the TPM award for our two divisions, Steel plant and Industrial Machinery, at Dighe, Thane.
Shri Rahul Bajaj pioneered the Bajaj Group of Companies which manufacture and market a range of products and services in India and abroad including two & three-wheelers, home appliances, lamps, wind energy, special alloy and stainless steel, cranes, material handling equipment, travel, general and life insurance and investment & financial services. He was one of the longest serving Chairman in Corporate India.
Shri Bajaj has received numerous prestigious awards and recognitions from reputed authorities and bodies, notable ones being the ‘Padma Bhushan’ in 2001 from the Government of India, Alumni Achievement Award by the Harvard Business School and Lifetime Achievement Awards from the Economic Times and Ernst & Young. He was appointed Chairman (1986-89) of the Government owned domestic carrier, Indian Airlines. He was nominated by the President of India as the Chairman of the Board of Governors of the Indian Institute of Technology, Mumbai during 2003-06.
Shri Bajaj was the President of: Confederation of Indian Industry (CII–1979-80 / 1999-2000), Society of Indian Automobile Manufacturers (SIAM), Maharashra Chamber of Commerce, Industry and Agriculture (MCCIA), and Chairman of the Development Council for Automobiles and Allied Industries for forcefully articulating and presenting the issues concerning the nation / industry. As an active participant in our democracy, he served as a member of Rajya Sabha from 2006-2010. He was a member of the Executive Board of Indian School of Business and a director on the Board of Commonwealth Business Council.
On the international front, Shri Bajaj was a member & former Chairman of the International Business Council of the World Economic Forum, Geneva and a Member of Harvard Business School’s (India) Research Centre & India Advisory Board and the International Advisory Committee of NYSE Euronext.
Shri Rahul Bajaj, as head of the Bajaj Group, was a father figure, guide and teacher to Bajaj family members. He is recognized as one of the most successful business leaders of Independent India. He ensured that the legacy of family’s forefathers, which was service to the nation through hard work and honesty, continued. Just as he guided us for these many years, his values and legacy will continue to guide us for many more years to come.
- With effect from October 1, 2021, two of our respected directors, Shri Rajesh Shah and Shri Suketu Shah expressed their desire to retire from their positions in the Company as Co-Chairman and Managing Director and Joint Managing Director respectively.
You are all very much aware that Mukand has been jointly owned and jointly managed by the Bajaj and Shah families for over 80 years. The business association built on mutual respect and friendship has continued for three generations and we are sure that the friendship will go on for many more generations. This mutual decision of their retirement from the Company is a loss to the Board as the journey together was for nearly four decades sharing the same sorrows and joys, disappointments and accolades.
The Board puts on record their exemplary contribution to the Company. The Board thanks Shri Rajesh Shah and Shri Suketu Shah for their guidance and leadership over the years.
- The Directors present the 84th Annual Report along with the Audited Financial Statements of the Company for the year ended March 31, 2022. The amendments to Schedule-III to the Companies Act, 2013 which are effective from April 1, 2021 as to the format of the Financial Statements and enhanced disclosures therein have been complied with. These amendments are in relation to the better Corporate Governance, Financial Discipline / Solvency, Early signals etc.
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4. Financial Results
Standalone Financial Highlights
(Rs. in crore)
| (Rs. in crore) | ||
|---|---|---|
| Description | Financial Year 2021-22 |
Financial Year 2020-21 |
| Total Income | 4,662.31 | 3,347.38 |
| Earnings before Interest, Depreciation and Tax | 267.41 | 435.69 |
| Interest(net)and Depreciation | 161.71 | 347.90 |
| Proft /(Loss)before tax | 105.70 | 87.79 |
| Current Tax / Deferred Tax Credit /(charge) (net) | 16.42 | (31.22) |
| Excess /(short) provision tax for earlieryears(net) | -- | (10.57) |
| Proft/(Loss)for theyear | 122.12 | 46.00 |
| Other Comprehensive Income(net) | (2.32) | (5.72) |
| Total Comprehensive Income | 119.80 | 40.28 |
| Earningsper Share(in Rupees) | 8.64 | 3.25 |
5. Financial Performance and the State of Company’s affairs
- 5.1 The total income for the year is higher at Rs. 4,662.31 crore as compared to Rs.3,347.38 crore in the previous year. Profit after Tax for the year is at Rs. 122.12 crore as against profit after tax of Rs. 46.00 crore in the previous year.
The revenue of the Steel division stood at Rs. 4,530.44 crore for the year as against Rs. 3,281.87 crore of the previous year while the Industrial Machinery Division recorded revenues of Rs.100.34 crore as against Rs. 26.52 crore of the previous year.
5.2 Report on COVID-19 Pandemic
The second COVID-19 wave posed a downside risk to economic activity in the first quarter of the year in progress. Its impact was muted compared with that of the first wave a year ago. Management expects that considering the nature of its business operations, existing customer and supplier relationships, impact on its business operations, if any, arising from COVID-19 pandemic may not be significant in the long run and would be able to recover carrying amount of all its assets as appearing in the financial statements and meet its entire financial obligations in the near future. The impact of COVID 19 pandemic may be different from that estimated as at the date of approval of these financial results. The Management will continue to monitor any material changes to future economic conditions.
6. Dividend & Transfer to reserves
In view of positive financial results, the Directors recommend payment of dividend on 0.01% Cumulative Redeemable Preference Shares upto the date of redemption of these shares. As Rs.2 per share was redeemed in September 2019 and September 2020 (total Rs.4 per share) and the balance Rs.6 per share in September 2021, the dividend for FY 2021-22 would be paid pro-rata. The Directors recommend dividend @ 8% Cumulative Redeemable Preference Shares issued in FY 2019-20. As Rs.2 per share was paid up in September 2019 and September 2020 (total Rs.4 per share) and balance Rs.6 per share in September 2021, the dividend for FY 2021-22 would be paid pro-rata.
The Directors also recommend dividend @ Rs. 1.50 per equity share for the year under Report.
Dividend Distribution policy: pursuant to provisions of SEBI Listing Regulations, 2015, as amended, the Board of Directors of the Company at its meeting held on May 25, 2021 has formulated a dividend distribution policy of the Company. The said policy has been uploaded on the website of the Company and can be accessed at https://www.mukand.com/wp-content/uploads/2021/08/Dividend_Distribution_Policy.pdf
7. Amalgamation of Group Companies
Petitions filed with National Company Law Tribunal (NCLT) for Scheme of amalgamation between Adore Traders and Realtors Private Limited, a wholly owned subsidiary of Mukand Global Finance Limited with the parent company MGFL, followed by the amalgamation of MGFL and Mukand Engineers Limited with the Company has been approved by NCLT after close of the year i.e. on April 29, 2022. The Scheme shall be effective from the appointed date April 1, 2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies and therefore the above results do not include effect of amalgamation of these Companies.
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8. Joint Ventures
8.1 Mukand Sumi Special Steel Limited (MSSSL)
MSSSL is a Joint Venture with Sumitomo Corporation (SC), Japan in the Business of manufacturing and marketing Alloy Steel bars and rods. On account of divestment of Company’s balance stake in this Joint Venture on April 30, 2021, the Consolidated Financial Statements include effect of Financial Results of this JV upto April 30, 2021.
8.2 Mukand Sumi Metal Processing Limited (MSMPL)
MSMPL is also a Joint Venture with SC in the business of manufacturing and marketing cold finished bright bars and wires. During the year under review, total income was Rs. 934.05 crore and the Profit Before Tax stood at Rs. 3.29 crore.
- 8.3 The Board of Directors of MSMPL and MSSSL have approved demerger of alloy steel business of MSMPL into MSSSL as a going concern pursuant to a proposed Scheme of Arrangement amongst MSMPL, MSSSL and their respective shareholders and creditors under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013. The scheme has been approved by NCLT after close of the year on May 12, 2022. The scheme shall be effective from the appointed date April 1, 2020 on receipt of Certified copy of NCLT Order and filing the same with Registrar of Companies and therefore, the Consolidated Financial Statements do not include effect of demerger as envisaged in the scheme.
9. Finance
9.1 Share Capital
The paid-up equity share capital as on March 31, 2022, was Rs.141.42 crore. During the year under review there was no change in the Equity Share Capital of the Company.
During FY 2019-20, Company issued 5,626,320, 8% Cumulative Redeemable Preference Shares of Rs.10/- each by private placement to Promoter Group entities. The purpose of the issue was to fund the redemption of 5,626,320, 0.01% Cumulative Redeemable Preference Shares. The third (due in September 2021), fourth (due in September 2022) and fifth (due in September 2023) instalment of redemption of 0.01% Cumulative Redeemable Preference Shares of Rs.6/- per share aggregating Rs.3.38 Crore was completed in September 2021 after seeking approval of 0.01% Cumulative Redeemable Preference Shareholders. This was paid by a call of Rs. 6 each in the aforesaid issue.
9.2 Monetization of assets
9.2.1 During the year under report, the Company
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i) disposed off balance 21% of equity stake held by the Company in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the Promoter Group of the Company for a total consideration of Rs.499.53 crore. As this investment was measured at fair value in earlier years, this disposal does not have any material impact on the statement of profit and loss for the year under report.
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ii) closed the operations and subsequent liquidation of its wholly owned subsidiary Company, Mukand International FZE, Dubai. The Subsidiary has paid back for 4 shares of 1 Million Dirham each. Accordingly, Company has on April 30, 2021 received Rs.8.07 crore on this account.
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iii) has executed an Agreement for Sale (AFS) on March 2, 2022, of land of the Company admeasuring approx. 47 acres situated at Kalwe and Dighe, in Thane district for a consideration of Rs. 806.14 crore. Of this, part consideration of Rs.161.23 crore, (being a sum equivalent to 20% of the sale consideration) has been deposited by the purchaser as earnest money deposit, in an escrow account. The aforesaid sale is subject to fulfilment of certain conditions precedent by the parties. As at the March 31, 2022 the carrying value of the said land (including capitalized value of improvement) is shown at Rs.106.17 crore as ‘Assets held for Sale’ in accordance with Ind AS-105.
Similarly, Company has executed a Conditional Agreement for Sale of a residential flat at Mumbai on December 10, 2021 for a consideration of Rs.15 crore. Of this, part consideration of Rs.1.50 crore (being a sum equivalent to 10% of the sale consideration) has been received by the Company as an Earnest Money Deposit. As at the March 31, 2022 the carrying value of the said flat is shown at Rs.1.68 crore as ‘Assets held for Sale’ in accordance with Ind AS-105.
The results for the year under report includes effect of items at i) and ii) above for transactions completed by March 31, 2022. Amounts realized from above disposals, etc., have been / will be mainly utilized to repay debt / other interest-bearing liabilities and this will entail substantial reduction in the yearly interest costs.
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9.3 Material Changes & Commitments
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. Management expects to recover carrying amount of all its assets as appearing in the financial statements as at March 31, 2022.
9.4 Fixed Deposits
The Company re-paid (including transfer to IEPF) an amount of Rs. 0.65 crore in accordance with the Companies (Acceptance of Deposits) Rules 2014. The matured & unclaimed deposits as at the end of the year were Rs.0.29 crore. There has been no default in repayment of deposits or payment of interest during the year. With effect from January 20, 2022, the Company has started accepting Fixed Deposits from its esteemed shareholders at an interest rate of 7% per annum which has a lock in period of three years and additional facility like monthly interest on a single deposit of Rs. 1 lac and above. Deposits accepted upto March 31, 2022 amounted to Rs.16.07 crore. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
9.5 Credit Rating
The rating agency Acuite Ratings & Research Limited (“ACUITE”) vide its letter dated May 05, 2022, has revised / upgraded the Ratings of various credit facilities / exposures of the Company as stated below:
| Total Fixed Deposits Rated | Rs. 180.48 Crore |
|---|---|
| Fixed Deposit Rating | ACUITE FA / Outlook: Stable. |
| Total LongTerm Bank Loan Rated | Rs.1,000.48 Crore |
| LongTerm Rating | ACUITE BBB(upgraded from BBB- to BBB)/ Outlook: Stable. |
| Total Short Term Bank Loan Rated | Rs.185.00 Crore. |
| Short Term Rating | ACUITE A3+(Updated from A3 to A3+) |
10. Corporate Social Responsibility (CSR)
In view of amendment to Section 135 of Companies Act, 2013, a company is to have a CSR Committee, if it is required to spend more than Rs.50 Lakhs toward CSR activities. As the Company is not required to spend more than Rs.50 Lacs, the present CSR Committee was dissolved with effect from May 25, 2021 and functions of the Committee shall thereafter be discharged by the Board of Directors of the Company. Report on CSR activities carried out by the Company, Joint Venture Companies and by the Bajaj Group is enclosed as part of this report as Annexure-1 .
11. Statutory Disclosures
The Statutory Disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules 2014, Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015) are given in the annexures to this Report.
11.1 Management Discussion and Analysis
As required under Regulation 34(2) read with Schedule V of SEBI LODR 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-2 .
11.2 Business Responsibility Report
As required under Regulation 34(2)(f) of SEBI LODR 2015, Business Responsibility Report is enclosed as a part of this report as Annexure-3 . The BRR highlights the initiatives, action, process and the way Company conducts its business in line with its environmental, social and governance obligations.
11.3 Corporate Governance Report
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11.3.1 The Company has complied with the Corporate Governance requirements under the Act and SEBI Listing Regulations. We invite your attention to para 7.1 of Corporate Governance Report annexed to this Report.
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11.3.2 A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR 2015 is enclosed as a part of this report as Annexure-4 .
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11.3.3 During the year under review, 5 (five) Meetings of the Board of Directors of the Company were convened and held. Detailed information on the meetings of the Board and its various Committees are included in Corporate Governance Report forming part of this report.
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11.4 Annual Return
- Annual Return as at March 31, 2022 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at https://www.mukand.com/investors/annualreports.
11.5 Directors’ Responsibility Statement
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Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:
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i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.
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ii. Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022, and of the profit of the Company for the year ended March 31, 2022.
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iii. Proper and sufficient care has been taken 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.
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iv. The Annual Accounts have been prepared on a going concern basis.
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v. Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.
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vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
11.6 Statement on declaration given by Independent Directors
The Company has received necessary declarations/confirmation from each Independent Director under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR Regulations 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.
11.7 Disclosure regarding Company’s policies under Companies Act, 2013
The Company’s policies on i) Director’s appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, vi) Determining Material Subsidiaries and vii) Whistle Blower / Vigil Mechanism along with details of web link (in cases where it is prescribed) are given in Annexure-5 .
11.8 Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.
11.9 Related Parties Transactions
All contracts / arrangement / transactions entered into by the Company during FY 2021-22 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI LODR, 2015. The details of transactions with related parties during FY 2021-22 are provided in the notes to the financial statements.
Further, there were material Related Party Transactions (RPTs) which got covered as material RPTs under Regulation 23 of SEBI LODR 2015 and were approved by the members. During the year 2021-22, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI LODR 2015, all RPTs were placed before Audit Committee for its prior / omnibus approval. The requisite disclosure in respect of aforesaid RPTs in Form AOC-2 is furnished in Annexure-6 .
The policy on RPTs as approved by the Board is uploaded on the Company’s website.
11.10 Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo
Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-7 .
11.11 Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies
A report on performance and financial position of each of the subsidiaries, associates and joint venture companies together with names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year under review are furnished in Annexure-8 .
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Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statement of the Company, consolidated financial statements along with the relevant documents and separate audited financial of statements in respect of subsidiaries, are available on the Company’s website, www.mukand.com.
11.12 Significant and Material orders passed by the Regulators or Courts
During the year, no significant and material orders were passed by any of the Regulators or Courts. Please refer para 7 of this Report for order passed by NCLT for amalgamation of group companies.
11.13 Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year
Shri Pratap V. Ashar, who was Director on your Board, passed away on 8th April 2022. Shri Ashar has been in the service of the Company since the year 1959 and has rendered invaluable services for over six decades to the Company. He worked closely with two generations of the Promoter families. He was appointed as Whole-time Director of the Company, designated as ‘Director & Advisor – Administration’ from May 2018 to May 2021. In the last Annual General Meeting, he was re-appointed as ‘Non-Executive Director’ with effect from May 29, 2021. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company.
As mentioned earlier in this report, Shri Rajesh V. Shah, Co-Chairman & Managing Director and Shri Suketu V Shah, Joint Managing Director retired with effect from October 1, 2021.
Directors liable to retire by rotation: Shri Niraj Bajaj retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.
Appointment: No Director was appointed during the year under report.
Shri Arvind M. Kulkarni (DIN:01656086) was appointed as Whole-time Director for a period of 3 years by the Board of Directors in its meeting held on May 17, 2022 and designated as ‘President & Director’. He has rendered over 47 years’ of service to the Company since the year 1974. He is an Engineering Graduate from IIT, Kharagpur and Post Graduate in Industrial Engineering from NITIE, Mumbai. He shall be liable to retire by rotation, in accordance with the requirements of Section 152 of the Companies Act, 2013. This appointment shall come into effect from date of approval of shareholders by way of special resolution.
Pursuant to Section 149(4) of the Companies Act, 2013 read with Regulation 17(1) of SEBI LODR 2015, the Board has one half of its directors in the category of independent directors in terms of aforesaid Regulation.
Changes in Key Managerial Personnel
Shri K. J. Mallya, Company Secretary & Chief, Legal retired on April 30, 2022 after rendering over 15 years’ of continuous and meritorious service. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company. Shri Rajendra Sawant, a qualified Company Secretary with legal qualifications having over 20 years’ of experience in Corporate Sector has been appointed by the Board as ‘Company Secretary & Chief, Legal’ with effect from May 17, 2022.
Shri Umesh V. Joshi, Chief Financial Officer is to retire on May 31, 2022 after rendering 50 years’ of continuous and meritorious service. The Board records its sincere appreciation for the exemplary contribution, support and guidance provided by him during his long tenure with the Company. Shri Dhanesh K. Goradia, a qualified Chartered Accountant has been appointed by the Board as ‘Chief Financial Officer’ with effect from June 1, 2022. He has rendered over 29 years’ service to the Company since the year 1992.
11.14 Performance evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders’ Relationship committee. For further information with regard to manner in which evaluation was carried out etc., refer Performance Evaluation section of Corporate Governance Report attached to this report.
The Independent Directors of the Company met separately on February 11, 2022 to discuss the following:
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i) review the performance of non-independent directors and the Board as a whole.
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ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.
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iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.
11.15 Internal Financial Controls with reference to financial statements
Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory
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compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.
11.16 Details relating to Remuneration of Directors, Key Managerial Personnel and Employees
The information required under Section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure-9 .
11.17 Safety, Health and Environment
The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in today’s world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.
11.18 Consolidated Financial Statements (CFS)
The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance with the requirements of Ind-AS110 Consolidated Financial Statements read with other applicable Indian Accounting Standards. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of segments are separately given in a tabular form in the Consolidated Financial Statements.
- 11.19 Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaints were received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
12. Auditors
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12.1 Messrs DHC & Co., were appointed as Statutory Auditors of the Company for conducting audit of financial statements for a period of 5 years commencing from FY 2020-21.
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12.2 Based on recommendation of the Audit Committee, Board has appointed Y. R. Doshi & Co., as Cost Auditors of the Company for the financial year ending 2022-23.The Board of Directors do confirm that the maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained by the Company for the financial year 2021-22.
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12.3 Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed Anant Khamankar of M/s. Anant B. Khamankar & Co. (Membership No. FCS: 3198), Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY: 2021-22. Pursuant to Regulation 24A of SEBI LODR 2015, Secretarial Audit Report of the Company and Mukand Sumi Metal Processing Limited, a material subsidiary of the Company, is enclosed to this report as Annexure - 10 & 11 respectively.
13. Auditors’ Report
The observations made in the Statutory auditors’ report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013. Observations made in the Secretarial Auditors report are self- explanatory and company has already taken corrective steps to regularize the compliance of Reg. 17 (1A) of SEBI LODR, 2015.
14. Confirmation of Compliance of Secretarial Standards
The Company has complied with applicable Secretarial Standards during the year under review.
15. Acknowledgement
The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Annexure-1
Annexure to the Directors’ Report
Report on CSR Activities
In view of amendment to Section 135 of Companies Act, 2013, a company is to have a CSR Committee, if it is required to spend more than Rs.50 Lacs toward CSR activities. As the Company is not likely to spend more than Rs.50 Lacs, the present CSR Committee was dissolved with effect from May 25, 2021 and functions of the Committee are being discharged by the Board of Directors of the Company. The Company is not required to incur any expenditure in pursuance of the CSR Policy in view of the aggregate losses as calculated in accordance with Sections 135 and 198 of the Companies Act, 2013 during the three preceding financial years. However, the Company has carried out the following activities voluntarily under CSR.
At Steel Plant, Ginigera:
In view of the COVID-19 pandemic crisis prevalent during the year under report, the Company distributed: masks and food packets comprising groceries.
The Company sponsored Republic Day State Level Cricket tournament. It contributed towards Teachers’ honorarium. The Company also participated and encouraged Flag Day, local festivals / cultural activities. To protect environment, it contributed to Forest Department by purchasing: books on ‘Vana Vaibhava’ & computers and its requirements for conveyance for regular visits of officials of the Forest Department for observation / trail of animals, birds, etc. It also sponsored irrigation command committee meetings.
At Steel Plant, Dighe, Thane:
The Company received financial support from The Niraj Bajaj Charitable Trust for all its CSR activities in the High Schools in Shahapur Taluka of Thane district. During the year under report, since schools remained closed on account of pandemic and on request from concerned authorities of the Schools, it distributed text books to over 6,300 students of classes 9 & 10 and long note-books to over 10,000 students studying in class 8, 9 & 10. These steps helped students to keep reading / writing and keep themselves abreast with lessons. Thus, this contribution went a long way in helping the students not forget what they have learnt.
By the Bajaj Group:
In addition to the activities carried out by the Company, the Bajaj Group is involved in a number of CSR projects through various trusts and group companies. The guiding principles of spending on these projects are: benefit generations, educate for selfreliance and growth, promote health, encourage for self-help, focused approach, targeted towards needy and sustenance of natural resources. These projects are in the areas of: rural development, education, health care, economic and environmental development, water conservation, restoration of water resources in water scarce and ecologically degraded dry land regions, social and urban development, technology incubators, COVID response, dry rations food packages to support families impacted by COVID-19, employment enhancing vocation skills and livelihood enhancement particularly for women, homes/hostels for women, education for differently abled children, wellbeing and development of 0 to 6 years old children, homeopathic corona response and renovation of health care facilities. The Group also manages schools, colleges, hospitals, and a nursing college. It helps NGOs, Charitable Bodies and Trusts operating at various locations. One of the Trust of the Group also gives annual awards for outstanding contribution for constructive work for application of science, technology and upliftment and welfare of women and children along Gandhian lines. Rural and community development activities are also conducted.
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Annexure-2
Annexure to the Directors’ Report
Management Discussion and Analysis
The Financial Year 2021- 22 has been an outstanding year in the history of your Company in many ways. The Company recorded a remarkable turnaround that was facilitated by the dramatic reduction in debt and propelled further by increase in operational parameters that contributed to the top and bottom line of the Company.
The total revenue of the Company for the Financial Year 2021- 22 stood at Rs. 4,662.31 crore as against Rs. 3,347.38 crore in the previous year, placing your Company among the top league of Rs 4,000+ crore turnover companies in the private sector of India. The Profit After Tax for the year under report stood at Rs. 122.12 crore as against Rs. 46.00 crore in the previous year. The net debt equity ratio of the Company as on March 31, 2022 stood at 1.72.
FY 22 marked an increase of 31% in the total steel production of your Company as against the previous year. The Steel Division revenue increased by 38%. Revenue from the Industrial Machinery division stood at Rs. 100.34 crore as against Rs. 26.52 crore of the previous year.
This achievement is despite the fact that the production in Thane and Hospet facilities were severely affected in the beginning of FY 22, due to lack of oxygen supply during the second wave of Covid-19 when the country was forced to divert oxygen supplies from industries to hospitals to save lives.
The World
April 2021 began on a positive note as demand in global markets recovered to pre-pandemic levels amidst hope that the Covid vaccines would contain the Pandemic. The world however continued to be affected by new variants of Covid 19 and towards the end of FY 2022, plunged into another calamity caused by the war between Russia and Ukraine. The economic, emotional, physical and humanitarian devastation resulting from these events are expected to prolong the healing.
The International Monetary Fund (IMF) predicts inflation, disruption in commodity markets, trade, financial linkages, to be on the rise in the coming years. There is an urgent need for rebalancing of global supply chains, introduction of government incentives and other measures to accelerate growth across the world. According to IMF, the Global growth is expected to moderate from 5.9% in the calendar year 2021 to 4.4% in the calendar year 2022.
The Country
The Asian Development Bank (ADB) forecasts that India’s GDP growth will moderate to 7.5% in 2022-23 from an estimated 8.9% in 2021-22, but will pick up to reach 8% in 2023-24. The year ahead is poised for a pickup in private sector investments with the financial system in good position to provide support for economic revival.
Macroeconomic stability indicators suggest that the Indian Economy is well placed to take on the challenges of 202223. Combination of high foreign exchange reserves, sustained foreign direct investment, and rising export earnings will provide adequate buffer against possible global liquidity tapering in 2022-23.
Our Markets
World steel forecasts steel demand to grow by 0.4% in the calendar year 2022. Steel production in India stood at 120 million tons in FY 22 and is expected to rise in the year in progress. While domestic consumption of steel is likely to go up by 7-8% in FY 23, it is expected that 20% of the steel produced will be exported from the current 17-18%.
The bulk of the alloy steel produced by your Company continues to feed into the automobile markets which had shown positive signs at the beginning of FY 22. However, continued disruption in the supply of semi conductor chips required for the manufacture of automobiles, increasing fuel prices and the economic distress caused by the pandemic has had a negative effect on the automobile markets towards the middle and later half of year under report.
The global stainless steel market is expected to grow steadily at 5-8% per annum. The stainless steel produced by your Company is mainly exported either directly or indirectly. These markets had shown signs of brisk recovery in the beginning of FY22, but the war in Ukraine has slowed down the recovery.
The early part of FY 22, witnessed a small spurt of activity in the infrastructure business in India. However, the second wave of Covid 19, which affected India severely and for a longer duration, negatively impacted the manufacturing sector more severely than expected. The scarcity of oxygen for industrial usage slowed down most manufacturing process across the country.
The Company
Steel Division
The steel makers of Mukand are perhaps the most experienced in the country. Together with the inhouse R&D team, the Company has developed and produced some of the most difficult grades of steel that were hitherto imported.
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The Company recorded a 31% increase in the total production of steel billets and blooms. The Company has successfully shifted more than 80% of its alloy steel rolling to the Hospet plant thereby freeing up capacity in the Thane plant for the manufacture of stainless steel. This has enabled the Company to increase its stainless steel output by 47.06%.
Over the years, your Company has been in the forefront of developing steel grades that are most complicated and difficult to produce and were imported from countries that have access to more advanced steel technologies. 12% of the sales of alloy steel came from such products manufactured by your Company.
In the year under report, your Company developed micro alloyed steel with high vanadium for connecting rod applications and boron micro alloyed steel with specific end quenched hardenability used for crank pins. The Company also developed ASTM A 350 LF 2 and LF 6 alloy steel grades in heavy rounds developed for flanges used in the Oil and Gas industries. The stainless steel division developed martensitic stainless steel grade 410L with low Carbon for ribbed bars used in the construction industry. The division also developed high copper special austenitic stainless steel for the fastener industry. These developments have opened up new markets for the division.
Energy conservation activities have always been a part of the DNA of your Company. The Company constantly adapts technology that is more energy efficient. The steel melt shop in Hospet continues to utilise 100% of the waste gases from the Mini Blast Furnaces to generate energy. The waste heat recovered from the Thane plant is utilized for heating feed water and oil in the boiler furnace.
During the year under report, the Company replaced its Vaccum Oxygen Decarburising vessel that was installed in the year 1988 with a new one. The Company also replaced the 132 kv transmission tower. The Company will continue to invest in new technology to conserve energy and save costs.
The steel division successfully completed the recertification for IATF 16949:2016 and ISO 9001 :20015. Surveillance audits were completed for ISO 14001: 2015, ISO 50001 : 2018, AD 2000 and PED 2014/68/ EU. BIS licenses were also obtained for various steel products under the quality control order of the Ministry of Steel.
The quality circles of the Company continued to win awards in the national and international competitions held in the year under report.
The Research and Development Laboratories of your Company has been recognised by the Ministry of Science and Technology, thereby gaining exemption of customs duty for import of equipment for R&D purposes. This recognition is valid till March 31, 2024 and can be renewed if it meets the Ministry’s criteria.
Since more than 70% of the costs of steel making comes from the cost of raw materials thus volatility of these markets can make a difference in the profitability of your Company. Events such as a cyclone, lock down and war can severely affect the prices of raw materials and create panic buying which pushes the prices up even further.
FY 22 began with the international prices of iron ore lumps touching USD 210 / MT which slumped down to about USD 110 / MT by mid September 2021. However, the prices climbed up again and was at USD 180/ MT at the close for FY 22. Your Company buys iron ore mainly from mines in Karnataka through the e-auction process overseen by the Monitoring Committee appointed by Hon’ble Supreme Court. In April 2021, iron ore lumps from mines in Karnataka were priced at Rs 4,920/ MT but touched Rs 6,988 / MT in the months of May - June 2021. By the end of March 2022 the prices were at Rs 4,200/MT.
The more dramatic price increase was witnessed in the international prices of metallurgical coke which was around USD 390 / MT in April 2021. The cyclone in Australia pushed the prices to around USD 665/MT in the month of November 2021. The war in Ukraine further pushed up the prices to USD 740/ MT in the beginning of March 2022 and later moved down to USD 685/MT at the end of March 2022. Coking coal prices which was around USD 135 / MT in the beginning of the year touched USD 430/ MT in early November because of the cyclone in Australia, touched USD 703/MT as a result of the war in Ukraine. At the close of March 2022 the prices stood at USD 566/MT.
Nickel prices spiralled upwards as war broke out between Ukraine and Russia as Russia produces more than 20% of the nickel in the world. At the beginning of April 2021, Nickel prices that stood at USD 16,190/ MT which touched a high of USD 102,000/ MT in early March 2022 resulting in London Metal Exchange (LME) suspending the trading window for a week. LME re-opened trading with improved controls for trading and nickel prices were at USD 37,230/ MT at the end of March 2022.
Industrial Machinery Division
FY 2022 commenced with a reasonable order back log of Rs. 189 crore for the industrial machinery division which was severely affected in the previous year. During the year under report the division booked orders worth Rs. 179 crore.
However, partial lockdowns in various parts of the country, disruptions in the supply chain and other factors delayed the manufacturing process in your Company and some of the customers requested for delay in delivery of their orders resulting in delay in billing these customers.
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The bulk of the orders of this division has been for EOT cranes and Port cranes. The division is currently exploring possibilities of expanding their portfolio and venturing into newer markets.
The Company continues to focus on furthering growth and continuing on the path that creates value for all its stake holders.
Significant changes in Key Financial Ratios as compared to the previous year
Inventory turnover ratio is at 3.47 as compared to 2.38 in the previous year due to improved demand for Company’s products during the year. Debtors’ Turnover Ratio has improved to 9.27 from 5.72 in the previous year on account of speedy realization. Interest coverage ratio is at 2.29 as compared to 1.56 in the previous year. The improvement in this ratio is on account of improved net profit margin and reduced interest costs. Current ratio is at 1.44 as compared to 3.76 for the previous year on account of long-term loans maturing within a year. Net debt equity ratio is at 1.72 as against 1.44 as compared to the previous year. The improvement in this ratio is on account of reduction of debt from the amounts realized from sale of shares. Operating profit margin is at 4.30% as compared to (10.14%) in the previous year, and net profit margin is at 2.57% as against 1.20% in the previous year on account of improved performance. Return on Net Worth is at 12.85% as against 5.24% in the previous year on account of monetization of assets during the year under review and better operating performance.
For computation of these ratios, the net gains on fair value of equity investments have not been considered being of nonoperating nature. The operating profit margin is calculated taking all the expenses except interest costs.
Metamorphosis
Your Company has been in existence for over eight decades and has experienced waves of evolution propelled largely by technology in the fields of manufacturing, services, infrastructure, transportation, communication, etc..
The time has now come for a metamorphosis in strategy, culture and attitude. This transformation, while we continue to preserve and cherish our legacy, will add vigor to our growth and profitability and make Mukand a truly global Company.
The Company has appointed a global Human Resource Consultant to evaluate and recommend human resource related policies that are followed by the best in the world. Over consultations with current employees, the newly formed strategy department and an understanding of market trends, the Company has adopted several progressive, employee friendly policies and incentive schemes. The emphasis has been on a healthy work-life balance and is very well received by all employees. In a year from now, your Company envisages to usher in a fresh culture that appreciates and motivates all employees to take ownership of their responsibilities, be accountable for their actions that will lead to a fruitful partnership that is beneficial to all stakeholders and the community at large.
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Annexure-3
Annexure to the Directors’ Report
Business Responsibility Report
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
| Sl. No. |
Disclosure item | Response |
|---|---|---|
| 1 | Corporate Identity Number (CIN) of the Company |
L99999MH1937PLC002726 |
| 2 | Name of the Company | Mukand Limited |
| 3 | Registered address | 3rd Floor, Bajaj Bhawan, 226, Jamnalal Bajaj Marg, Nariman Point, Mumbai – 400 021 |
| 4 | Website | www.mukand.com |
| 6 | Financial Year reported | 2021-22 |
| 7 | Sector(s) that the Company is engaged in (industrial activity code- wise) |
a) Manufacture of Alloy Steel billets and blooms ((NIC Code: 27151) b) Manufacture of Stainless Steel, billets and blooms, bars, Rods, (NIC Code: 27153) c) Manufacture of EOT Cranes, Material Handling Equipment and other Industrial Machinery and comprehensive engineering services (NIC Code: 28162) |
| 8 | List three key products/services that the Company manufactures / provides (as in balance sheet) |
a) Special and Alloy steel billets and blooms, b) Stainless Steel long products and c) Industrial Machinery |
| 9 | Number of International Locations (Provide details of major 5 locations) Number of National Locations |
Major International Operations: a) Dubai – The Company has a Wholly owned subsidiary registered in Jebal Ali Free Zone at Dubai from where it carried on it’s business of trading in the Steel fnished products and input materials till March 31, 2021 b) There is no other location of the Company’s international operations. Mukand Limited: a) Kalwe, Dighe, Thane District (Maharashtra) b) Ginigera, Koppal District(Karnataka) |
| 10 | Markets served by the Company - Local / State / National / International |
National – Primarily North, West and South zones International –Latin America, European countries, Middle Eastern Countries, South Asian Countries, etc. |
SECTION B: FINANCIAL DETAILS OF THE COMPANY
-
Paid up Equity Capital - (INR): - 141.41 Crore
-
Total Turnover (INR): - 4,623.19 Crore
-
Total profit after taxes (INR): 122.12 Crore
-
Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): - Not applicable.
-
List of activities in which expenditure in 4 above has been incurred:- Not Applicable
SECTION C: OTHER DETAILS
-
Does the Company have any Subsidiary Company/Companies?
-
List of Indian Subsidiaries (including step-down subsidiary) as on March 31, 2022:
-
Mukand Global Finance Ltd.
-
Mukand Sumi Metal Processing Ltd.
-
Adore Traders and Realtors Pvt. Ltd.
-
-
List of Foreign Subsidiaries
- Mukand International FZE, U.A.E.
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Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)
-
Yes, Mukand Sumi Metal Processing Ltd. participate in the BR initiatives of the parent Company.
-
Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%].
-
No.
SECTION D: BR INFORMATION
-
Details of Director/Directors responsible for BR
-
(a) Details of the Director/Directors responsible for implementation of the BR policy/policies
1 Shri Niraj Bajaj - Chairman & Managing Director
- (b) Details of the BR head
==> picture [265 x 18] intentionally omitted <==
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No. Particulars Details
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| No. | Particulars | Details |
|---|---|---|
| 1 | DIN Number(if applicable) | Not applicable |
| 2 | Name | Shri A.M. Kulkarni |
| 3 | Designation | President |
| 4 | Telephone number | 022-21727588 |
| 5 | e-mail id | [email protected] |
-
Principle-wise (as per NVGs) BR Policy/policies
-
(a) Details of compliance (Reply inY/N)
| Sl. No. |
Disclosure item | Response | Response | Response | Response | Response | Response | Response | Response | |
|---|---|---|---|---|---|---|---|---|---|---|
| Questions | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 | |
| 1 | Doyou have apolicy/policies for: | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 2 | Has the policy been formulated in consultation with relevant stakeholders? |
Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Does the policy conform to any national / international standards? If yes, specify? (50 words) |
Yes. The policy is based on and is in conformity with ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ issued by the Ministry of Corporate Afairs. |
||||||||
| 4 | Has thepolicybeen approved bythe Board? | Few Statutory policies viz., CSR, Risk Management & Whistle Blower policy are approved by the Board and other policies are formulated and implemented as per the local laws and regulations. |
||||||||
| If yes, has it been signed by MD / owner / CEO / appropriate Board Director? |
||||||||||
| 5 | Does the company have a specifed committee of the Board / Director / Ofcial to oversee the implementation of thepolicy? |
Yes, BRR Committee is responsible to oversee the implementation of policy and performance. |
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| 6 | Indicate the link for the policy to be viewed online? |
The policies are available for employees to view on the Company’s intranet and the Company’s website |
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| 7 | Has the policy been formally communicated to all relevant internal and external stakeholders? |
Currently, the policy has been uploaded on the Company’s website and is communicated through the Business Responsibility Report as well as Annual Report since 2020. Steps are being taken to formally communicate the policy to all relevant internal and external stakeholders. |
||||||||
| 8 | Does the company have in-house structure to implement the policy/ policies? |
Yes | ||||||||
| 9 | Does the Company have a grievance redressal mechanism related to the policy / policies to address stakeholders’ grievances related to the policy/policies? |
Yes, while institutional shareholders and non institutional shareholders can write to [email protected] about their queries and concerns. |
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| 10 | Has the Company carried out independent audit / evaluation of the working of this policy byan internal or external agency? |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
The Company has various kinds of audits like Internal Audit, Compliance Audit which are independent and cover specifc policies. |
|---|---|---|---|---|---|---|---|---|---|---|
| 2a | If answer to S. No. 1 against any principle, is ‘No’,please explain why:(Tick upto 2 options) | |||||||||
| Questions | P1 | P2 | P3 | P4 | P5 | P6 | P7 | P8 | P9 | |
| 1 | The company has not understood the principle |
Not Applicable | ||||||||
| 2 | The company is not at a stage where it fnds itself in a position to formulate and implement thepolicies on specifedprinciples |
|||||||||
| 3 | The company does not have fnancial or manpower resources available for the task |
|||||||||
| 4 | It isplanned to be done within next 6 months | |||||||||
| 5 | It is planned to be done within the next 1 year |
|||||||||
| 6 | Anyother reason(please specify) |
3. Governance related to BR
- (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
The President to assess BR performance of the Company within 3-6 months every year.
- (b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?
The requirements of Business Responsibility Report are outlined in the Company’s Annual Report for FY 2021-22. This report is available on company’s website.
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1: ETHICS, TRANSPARENCY AND ACCOUNTABILITY
-
Does the policy relating to ethics, bribery and corruption cover only the company?
-
Yes. These policies are reflected in the ‘Code of Conduct’, ‘Code of Ethics’ and ‘Whistle Blower Policy’ adopted by the Company.
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Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/Others?
Even though these codes and policies are applicable to the directors and employees of the Company and its subsidiaries, the underlying principles are communicated to the vendors, suppliers, distributors and other key business associates of the Company.
- How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
The details of investor complaints received from shareholders during the year have been disclosed in the Corporate Governance Report annexed to the Board’s Report.
Principle 2: PRODUCTS AND SERVICES DESIGNED WITH ENVIRONMENTAL AND SOCIAL OPPORTUNITIES
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List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.
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First in India to install Fume extraction and dedusting system for Ultra High power furnace and converter which ensures dust and pollution free emissions from the Steel melt shop
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Minimize the use of process water by having closed circuits throughout the plant, so that only make up water is used.
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Water recycling plant – reuse of waste water for process (300 Cum /day).
-
Recuperators in all the reheating furnaces of mills – reuse of heat of flue gases to save energy.
-
Capacitor banks to ensure unity power factor ( minimize the transmission losses in electrical system).
-
For each such product, provide the following details in respect of resource use(energy, water, raw material etc.) per unit of product (optional):
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i) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?
-
Use of cleaner PNG as fuel in reheating furnaces to eliminate Furnace oil planned.
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Installation of secondary emission control system in Steel Melt Shop planned.
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Planned to Install Energy efficient pump for mills
-
ii) Reduction during usage by consumers (energy, water) has been achieved since the previous year?
-
Specific Water consumption in FY 22 maintained same as FY 21.
-
Distribution reduction is not applicable, since the company is only into usage of power generation based on waste gases for self consumption.
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iii) Does the company have procedures in place for sustainable sourcing(including transportation)?: Yes
-
If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so?
The Company depends on local mines and the authorized transport unions around their plant in Hospet for it’s sourcing of the major input of iron ore. Another important input of metallurgical coke was purchased from Indian producers or imported partly based on commercial considerations. In the recent past, good quality domestic capacities of merchant cokeries are coming up. For stainless steel manufacture, the Company depends on imports, in view of very low generation of this product in India, but since the Kalwe plant is very near the Nhava Sheva port, this operation is very convenient.
-
iv) Has the company taken any steps to procure goods and services from local& small producers, including communities surrounding their place of work? Yes
-
If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
The Company has developed a large vendor base of SMEs to provide small inputs and services located around their factories. Gardens are maintained by Communities from around the factory.
The Company provides to such vendors the necessary technical and commercial expertise, whenever needed for improvement in their capabilities. For most such vendors, the Company supplies the essential raw materials.
-
v) Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%,5- 10%, >10%). Also, provide details thereof, in about 50 words or so
-
As a part of its endeavor of contribution towards reducing environmental pollution and carbon footprints and ensuring sustainability across all operations, company focuses on various activity like,
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a) 100% Metal waste recycled & reused.
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b) 75% Recycled treated effluent used inside the plant and gardening purpose.
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c) Water recycled.
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d) Storage and Disposal Facility.
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i. 100% E-waste and Bio medical waste & Battery waste send to authorized party.
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ii. Waste minimization and reduction program undertaken regularly.
-
Principle 3: HUMAN CAPITAL
| Sr. No. |
Particulars | Response |
|---|---|---|
| 1. | Please indicate the Total number of employees | 3,488 (Executives, Staf, Workmen, Retainers, Trainees, Contract Labours, & Apprentices) |
| Total Number of Permanent Employees | 1,476 | |
| 2 | Please indicate the Total number of employees hired on temporary/ contractual/casual basis |
2,012 |
| 3 | Please indicate the Number of permanent women employees |
21 |
| 4 | Please indicate the Number of Permanent employees with disabilities |
NIL |
| 5 | Do you have an employee association that is recognised by management |
Yes |
| 6 | What percentage of your permanent employees is members of the recognised employee association |
62% |
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- Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.
| Sr. No. |
Category | No of complaints fled during the fnancialyear |
No of complaints pending as on end of the fnancialyear |
|---|---|---|---|
| 1 | Child labour/forced labour/involuntarylabour | NIL | NIL |
| 2 | Sexual harassment | NIL | NIL |
| 3 | Discriminatoryemployment | NIL | NIL |
-
What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year?
-
(a) Permanent Employees: 62%
-
(b) Permanent Women Employees: 55%
-
(c) Casual/Temporary/Contractual Employees: 81%
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(d) Employees with Disabilities: Nil
Principle 4: STAKEHOLDERS’ ENGAGEMENT
- Has the company mapped its internal and external stakeholders?
Yes, The stakeholders have been mapped and the key stakeholders are as follows: a) Government and regulatory authorities, b) Investors and Shareholders, c) Employees, d) Customers, e) Local Communities, f) Suppliers /contractors, g) Lenders, h) NGOs.
There is a defined set of processes for interacting and engaging with various stakeholders at various levels. A Committee of the Board deals with the grievances and engage with the Investors and shareholders. Likewise, departments have been set up at Project locations for interacting and engaging with other stakeholders at various levels. The specialised teams ensure communication with various stakeholders internally and externally which helps the Company in understanding their concerns and respond to them appropriately.
-
Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders.
-
Yes.
-
Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.
The CSR initiatives of the Company emphasise education for self-reliance and growth, with focused approach targeted towards needy and sustenance of natural resources.
Principle 5: HUMAN RIGHTS
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Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/ Contractors/NGOs/Others?
-
The Company is not having separate human right policy. However, Company ensures compliance of all applicable statues and accordingly compliance report is submitted on quarterly basis to our Board of Directors. The disciplinary action is being taken against the employees who violates disciplinary rules which covers human rights.
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How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?
-
Total 354 complaints were received in FY 2021-22 as against 95 in FY 2020-21 and all were resolved.
Principle 6: ENERGY AND ENVIRONMENT
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Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/Contractors/ NGOs/others.
-
Yes, Companies environmental policy extends to all interested parties, which includes company employees, vendors, suppliers, contractors, NGO’s, local public and others.
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Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for web-page etc.
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Yes, As a part of its endeavor of contributing towards environmental protection and contributing towards reducing carbon footprints and ensuring sustainability towards all our process the company’s focus on various activities like modern regenerative combustion technology, recycling of metal waste, recycling of treated water, adoption of eco -friendly waste disposal system, celebration of world environment day with tree plantation and various awareness programs to improve the environmental performance.
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Does the company identify and assess potential environmental risks? Y/N
-
Yes, Company has identified and assessed potential environmental risks based on ISO 14001:2015. Accordingly, Company has implemented following:
-
EHS risks and opportunities.
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EHS Compliance Obligations and Evaluations.
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Identification and evaluation of EHS aspects and impacts of its operation.
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Emergency preparedness and management.
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Environmental management programs were taken to measure and mitigate the high-risk area through system and dedicating for continuous improvement.
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Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?
Yes, Company continues to work towards development and implementation of climate change mitigation projects. Mainly these are conservation of natural resources projects like energy conservation, water conservation, recycling material, waste reduction, noise reduction and are committed for creating and preserving safe environment. 100% canteen waste is being composted. Our plant is certified with ISO14001:2015,ISO 50001:2011, ISO 9001:2015 and IATF 16949:2016.
- Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.
Yes, several initiatives on clean technology energy efficiency and renewable energy undertaken by company like solar energy, wind energy, providing energy efficient pumping system with motors and LED fitting etc. inside the plant premises.
- Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?
Yes, all emissions /waste generation are monitored on regular basis and ensured that they are within the permissible limits prescribed in the consent to operate by State Pollution Control Board and central Pollution Control Board (MPCB & CPCB).
- Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e.note resolved to satisfaction) as on end of Financial Year.
NIL
Principle 7: INFLUENCING PUBLIC AND REGULATORY POLICY
- Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
The Company is member of following major Trade and Chamber or Association:
-
i. Confederation of Indian Industry;
-
ii. The Alloy Steel Producers Association of India;
-
iii. Indian Stainless Steel Development Association;
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iv. Associated Chamber of Commerce & Industries of India;
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v. Steel Furnace Association of India;
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vi. Engineering Export Promotion Council;
-
vii. Federation of Indian Export Association; and
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viii. Thane Belapur Industrial Association
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Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)
The Company has taken leadership roles in these industry associations and provided important inputs and statistics to the Government bodies regularly. Industry issues are taken up through these associations with appropriate Government departments for mutually acceptable resolutions.
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Principle 8: COMMUNITY DEVELOPMENT
-
Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes, details thereof.
-
Considering the remoteness and difficult conditions of the rural areas, programs have been designed to address the issues of education and sanitation
-
Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization?
-
All these programs, at different plant locations are run both through in-house independent teams, and also in collaboration with NGO’s.
-
Have you done any impact assessment of your initiative?
-
Not applicable
-
What is your company’s direct contribution to community development projects-Amount in INR and the details of the projects undertaken?
-
The Company with financial support from Niraj Bajaj Charitable Trust pursued Community development projects for promotion of Child Education and implemented projects valued over Rs. 15 lakhs, during the year.
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Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words or so.
The initiatives taken by the Company are greatly appreciated in the neighbourhood, including from parents through their school head-teachers. The Company monitors the initiatives on regular basis through periodic site visits and interaction with the target beneficiaries.
Principle 9: CUSTOMER SATISFACTION
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What percentage of customer complaints/consumer cases are pending as on the end of financial year?
-
As on April 1, 2022, 14% of complaints received were pending for settlement.
-
Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. /Remarks (additional information)
Not applicable.
- Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.
NIL
-
Did your company carry out any consumer survey/ consumer satisfaction trends?
-
Company regularly carries out Customer satisfaction survey and take necessary actions to improve our performance in Quality, Delivery and Services.
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Directors’ Report
Annexure-4
Annexure to the Directors’ report
Corporate Governance Report
Corporate Philosophy: Mukand continues to uphold its commitment to adhere to high standards of Corporate Governance. The Company strives to ensure transparency in all its operations, make disclosures and comply with various laws and regulations. Emphasis therefore, is on adding value to its shareholders, investors, employees, suppliers, customers and the community. Your Company is in full compliance with the norms and disclosures that have to be made from time to time with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI LODR, 2015] as amended.
1. THE BOARD OF DIRECTORS
1.1 Composition and size of the Board
The Board has an optimum combination of executive and non-executive directors. As on March 31, 2022, the Board comprised of 6 (six) directors, out of which 1 (one) was Executive Director and 5 (five) were Non- Executive Directors including 4 (four) Independent director out of which 1 (one) was woman director. The Company has had no pecuniary relations or transactions with the Non-executive directors/independent directors other than payment of sitting fees/ fees for professional services and reimbursement of expenses incurred by them for attending meetings of the Board/ Committees of the Company.
1.2 Board Meetings
During the financial year 2021-22, 5 (five) Meetings of the Board were held through video conferencing on May 25, 2021, August 11, 2021, September 18, 2021, November 11, 2021 and February 11, 2022. The Board was presented with relevant, statutory and necessary information at these meetings.
The composition of Board of Directors, attendance of each Director at the Board Meetings and the last Annual General Meeting, number of directorships and committee membership(s) /chairmanship(s) of each Director and other details as on March 31, 2022, is tabulated hereunder:
| Sr. No. |
Name & DIN of Director |
Category | No. of Board meetings attended / held during their tenure |
Whether attended last AGM held on September 18, 2021 |
No. of positions held in listed and unlisted public limited companies (including this Company) |
No. of positions held in listed and unlisted public limited companies (including this Company) |
No. of positions held in listed and unlisted public limited companies (including this Company) |
|---|---|---|---|---|---|---|---|
| Directorships | As member (including as Chairman) |
As Chairman | |||||
| 1 | Shri Niraj Bajaj (DIN: 00028261) |
P.CMD | 5/5 | Yes | 8 | 2 | 1 |
| 2 | Shri Prakash V. Mehta (DIN: 00001366) |
I.NED | 5/5 | Yes | 8 | 9 | 4 |
| 3 | Shri Amit Yadav (DIN: 02768784) |
I.NED | 5/5 | Yes | 1 | 2 | 1 |
| 4 | Smt Bharti R Gandhi (DIN: 00306004) |
I.NED | 5/5 | Yes | 2 | 1 | - |
| 5* | Shri Pratap V. Ashar (DIN:02436046) |
NED | 5/5 | Yes | 2 | - | - |
| 6 | Shri R. Sankaran (DIN: 00381139) |
I.NED | 5/5 | Yes | 6 | 5 | 3 |
| 7** | Shri Rajesh V. Shah (DIN: 00021752) |
P. CCMD | 3/3 | Yes | Ceased to be director of the Company with efect from October 01, 2021 |
||
| 8** | Shri Suketu V. Shah (DIN: 00033407) |
P. Jt. MD. | 3/3 | Yes | Ceased to be director of the Company with efect from October 01, 2021 |
Legend: P: Promoter; CMD: Chairman & Managing Director; CCMD: Co-Chairman & Managing Director, Jt MD: Joint Managing Director I: Independent; NED: Non-Executive Director.
*Shri Pratap V. Ashar, Non-executive, Non-independent director of the Company has ceased to be Director of the Company due to his demise on April 08, 2022.
**Shri Rajesh V. Shah and Shri Suketu V. Shah have ceased to be Directors of the Company with effect from October 01, 2021 due to their retirement from the services of the Company.
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None of the directors is a member of more than ten committees or acting as Chairman of more than five committees across all public companies in which he/ she is a Director as per Regulation 26 of SEBI LODR 2015.
As per declarations received, none of the directors serves as an independent director in more than seven listed companies. Brief profile of each of the directors of the Company is available on the Company’s website: www.mukand.com.
For the purpose of considering the number of directorship, limit of the committees on which a director can serve, all public limited companies, whether listed or not have been included, and all other companies including private companies, foreign companies and companies under Section 8 of the Companies Act, 2013 have been excluded. Only Audit Committee and Stakeholders’ Relationship Committee are considered for the purpose of reckoning committee positions.
None of the directors holds office as director, including alternate director, in more than twenty companies at the same time. None of them has directorship in more than ten public companies. For reckoning the limits of public companies, directorship of private companies that are either holding or subsidiary of public companies are included and directorship in dormant companies are excluded.
Directorship in other listed companies excluding Mukand Limited as on March 31, 2022, is tabulated hereunder
| Sr. No. |
Name of the Director | Name of listed entities | Category |
|---|---|---|---|
| 1 | Shri Niraj Bajaj | BajajAuto Limited | Non-executive director |
| Mukand Engineers Limited | Non -executive director | ||
| BajajHoldings & Investment Limited | Non-executive director | ||
| 2 | Shri Prakash V. Mehta | Oriental Aromatics Limited | Independent director |
| Hikal Limited | Independent director | ||
| Bharat Bijlee Limited | Independent director | ||
| Mukand Engineers Limited | Independent director | ||
| Advani Hotels and Resorts(India)Limited | Independent director | ||
| 3 | Shri Amit Yadav | -- | -- |
| 4 | Smt. Bharti R. Gandhi | -- | -- |
| 5 | Shri R. Sankaran | Mukand Engineers Limited | Independent director |
| 6 | Shri PratapV. Ashar | -- | -- |
Skills/ Expertise/ Competencies of the Board of Directors
The List of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business are as follows:-
-
i) Knowledge on Company’s businesses (Steel and Industrial Machinery Division), policies and culture (including the Mission, Vision and Values) major risks / threats and potential opportunities and knowledge of the industry in which the Company operates.
-
ii) Behavioural skills - attributes and competencies to use their knowledge.
-
iii) Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, administration, decision making.
-
iv) Financial and Management skills, knowledge of law, Insurance, Project management, human resource management, CSR etc.
-
v) Technical / Professional skills and specialized knowledge in relation to Company’s business.
The aforesaid skills are available with the Board Members.
Profile of Directors covering core skills/expertise/competence possessed by each director is placed on the website of the Company.
Confirmation regarding Independent Directors
Based on annual declaration of independence received from Independent Directors, all the Independent Directors of the Company meet the conditions specified in SEBI LODR 2015 and are independent of the management.
None of the Independent Directors of the Company resigned before the expiry of their respective tenure during FY: 2021-22.
Information supplied to the Board
In advance of each meeting, the Board is presented with relevant information on various matters related to the working of the Company, especially those that require deliberation at the highest level. Presentations are also made to the Board by different
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functional heads on important matters from time to time. Directors have separate and independent access to officers of the Company. In addition to items which are required to be placed before the Board for its noting and /or approval, information is provided on various significant items.
The information supplied by management to the Board of the Company is in accordance with SEBI LODR, 2015 and Companies Act, 2013.
Orderly succession to the Board and Senior Management
The Board of the Company satisfied itself that plans are in place for orderly succession for appointments to the Board and Senior Management.
Review of legal compliance reports
During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.
Maximum tenure of independent directors
The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and Regulation 25 (2) of SEBI LODR, 2015.
Formal letter of appointment to Independent directors
The Company issues a formal letter of appointment to independent directors in the manner as provided in the Companies Act, 2013. The Standard appointment letter containing the terms and conditions of appointment of independent directors are placed on the Company’s website www.mukand.com.
Appointment / Re-appointment of Directors
Shri Niraj Bajaj being liable to retire by rotation shall retire at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.
Brief profile and other particulars of aforesaid Director pursuant to regulation 36(3) of the SEBI LODR, 2015 are annexed to the Notice convening AGM which forms part of the Annual Report.
Familiarisation Programme
The Company familiarizes not only the Independent Directors but every new appointee on the Board, with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, operations of the Company, etc. They are also informed of the important policies of the Company, including the Code of Conduct for Board Members and Senior Management Personnel and the Code of Conduct to Regulate, Monitor and Report Trading in securities by Insiders, etc. The particulars of familiarization programme for Independent Directors can be accessed through the web link: http:www.mukand.com.Since, there was no change in the directors during the year, the Company did not hold any new Familiarisation Programme, However, directors were provided necessary updates and information about the business and compliances during the quarterly Board meeting/s.
2. AUDIT COMMITTEE
As on March 31, 2022, Audit Committee of the Company comprised of Shri Prakash V. Mehta as Chairman, and Shri R. Sankaran and Shri Amit Yadav as members of the Committee, all of whom are Independent directors.
During the year under review, 4 (four) meetings of the Committee were held through video conferencing on May 25, 2021, August 11, 2021, November 11, 2021 and February 11, 2022. The attendance of the members at the meetings of Committee held during the year is as follows:
| Committee held during the year is as follows: | ||
|---|---|---|
| Name of Member | Nature of Membership | Meetings Attended / Held |
| Shri Prakash V. Mehta | Chairman | 4/4 |
| Shri Amit Yadav | Member | 4/4 |
| Shri R. Sankaran | Member | 4/4 |
All the recommendations of the Audit Committee have been accepted by the Board of Directors during the year.
Shri Prakash V. Mehta, Chairman of the Audit committee was present at the last Annual General Meeting held on September 18, 2021. In addition to Statutory Auditors, Chairman & Managing Director, Co-Chairman & Managing Director, Joint Managing Director, Chief Executive Officer, Chief Financial Officer, who being permanent invitees attend the Audit Committee Meetings. However, Co-Chairman & Managing Director and Joint Managing Director were ceased to be the director of the Company w.e.f. October 01, 2021 due to their resignation hence were not the invitees in Audit Committee Meetings held subsequent to their retirement. The Cost Auditor is invited to attend the meeting where Cost Audit Report is considered. The Internal Auditors attend where internal audit reports are discussed. Company Secretary acts as Ex-officio Secretary to the Audit Committee.
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Apart from considering un-audited and/or audited financial results for the relevant quarters and for the year prior to adoption/ approval by the Board, the Committee focused its attention on key areas impacting the overall performance of the Company, Operations of Plants, Cost Audit, Review of Internal Control System, Energy Conservation/Saving and Cost Control measures, I.T. Security and Management Information System, Major Accounting Policies and Practices, Current Assets Management, Performance Reviews, Related Party transactions, Annual Budget and Annual Internal Audit plan. Based on the Committee’s discussions and review of the observations of the reports submitted by the Company’s Internal Auditors on Systems and Controls, Cost Control measures and Statutory Compliance in various functional areas, the Audit Committee advises the management on areas where greater internal control and internal audit focus is needed and on new areas to be taken up for audit.
Terms of reference: The detailed terms of reference of the audit committee have been placed on the website of the Company at http://www.mukand.com/wp-content/uploads/2015/09/4.-Terms-of-Refernce-Audit-Commitee.pdf
3. NOMINATION AND REMUNERATION COMMITTEE
As on March 31, 2022, the Nomination and Remuneration Committee (NRC) comprised of Shri Prakash V. Mehta as Chairman, and Shri R. Sankaran and Mrs Bharti R. Gandhi as members of the Committee, all of whom are Independent Directors.
During the year under review, 3(three) meetings of the Committee were held through video conferencing on May 25, 2021, August 11, 2021 and November 11, 2021. The attendance details of the members of the Committee at the said meetings are as follows:
| are as follows: | ||
|---|---|---|
| Name of Member | Nature of Membership | Meetings Attended / Held |
| Shri Prakash V. Mehta | Chairman | 3/3 |
| Shri R. Sankaran | Member | 3/3 |
| Smt. Bharti R. Gandhi | Member | 2/3 |
Terms of reference: The detailed terms of reference of the NRC committee have been placed on the website of the Company at http://www.mukand.com/wp-content/uploads/2015/09/5.-Terms-of-reference-Nomination-and-Remuneration.pdf
Performance Evaluation
The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees constituted as required by the provisions of the Companies Act, 2013 and SEBI LODR, 2015. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance etc. The performance evaluation criteria for Independent Directors is determined as per provisions of the Companies Act, 2013 and SEBI LODR, 2015 and guidance note on evaluation issued by SEBI. An Indicative list of factors on which evaluation was carried out includes participation and contribution by the director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentially and independence of behaviour and judgement.
A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interests of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the independent directors being evaluated. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
Remuneration Policy for Directors, Key Managerial Personnel and other employees
The Company has formulated Nomination & Remuneration policy for implementation by the Committee which is available on the website of the Company under web link: http://www.mukand.com/wp-content/uploads/2015/09/5.-Terms-of-referenceNomination-and-Remuneration.pdf
Brief summary of Remuneration Policy for Directors, Key Managerial Personnel and other Employees, inter-alia, is as follows:
A. Non-Executive Directors (NEDs)
NEDs shall be paid-
-
(i) a sitting fee of Rs.50,000/- for every meeting of the Board or Audit Committee thereof attended by them as a member; and
-
(ii) a sitting fee of Rs. 20,000/- for attending every meeting of Committee of the Board (other than that of Audit Committee Meeting) and meeting of the Independent Directors.
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Directors’ Report
The Company has no stock options plans and no payment by way of bonus, pension, incentives etc. shall be made to NEDs.
The Board at its meeting held on May 17, 2022 revised the remuneration policy of Company including sitting fee as under:
NEDs shall be paid with effect from June 1, 2022,
-
(i) sitting fee of Rs.100,000/- for every meeting of the Board and Audit Committee attended by them as a member thereof
-
(ii) sitting fee of Rs.50,000/- for every meeting of Nomination and Remuneration Committee and Stakeholders’ Relationship Committee attended by them as a member thereof and
-
(iii) sitting fee of Rs.30,000/- for every meeting of Finance & Investment committee and Risk Management Committee attended by them as a member thereof.
B. Managing Director, Key Managerial Personnel & Employees
The objective of the policy is directed towards having a compensation philosophy and structure that will reward and retain talent. The Remuneration to Managing Director shall take into account the Company’s overall performance, Managing Director’s contribution for the same & trends in the industry in general, in a manner which will ensure and support a high performance culture.
The Company has no stock option plans and hence such instruments do not form part of their remuneration package.
The Remuneration to others will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
Remuneration to Directors, Key Managerial Personnel and Senior Management will have a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.
The details of remuneration of Shri Niraj Bajaj- Chairman & Managing Director, Shri Rajesh V. Shah (Co-Chairman & Managing Director upto September 30, 2021), Shri Suketu V. Shah (Joint Managing Director upto September 30, 2021) and Shri Pratap V. Ashar (Director & Advisor-Administration –upto May 28, 2021) for FY: 2021-22 is as follows:
| Remuneration Package | Niraj Bajaj (Rs. In crore) |
Rajesh V. Shah (Rs. In crore) |
Suketu V. Shah (Rs. In crore) |
Pratap V. Ashar (Rs. In crore) |
|---|---|---|---|---|
| Salaryand allowances | 1.11 | 0.48 | 0.46 | 0.02 |
| Leave Encashment / Gratuity | - | 2.53 | 2.49 | - |
| Contribution to Provident Fund and Other funds |
0.08 | 0.06 | 0.05 | - |
| Perquisites | 0.08 | 0.12 | 0.12 | 0.01 |
| Total | 1.27 | 3.19 | 3.12 | 0.03 |
The Company has entered into an agreement with the Chairman & Managing Director,for a period of 3 years w.e.f. July 5, 2020, which can be terminated by giving 6 months’ notice in writing. There is no provision for severance fees in the employment contracts of any of the Managing Directors or Whole-time Directors/Executive Directors of the Company.
The Company does not pay any remuneration to the Non-executive Directors of the Company except for the payment of sitting fees for attending Board meetings, Committee meetings and meeting of Independent Directors. The Company has not issued stock options to any of its Directors.Details of sitting fees paid to the Non-executive directors/independent directors during the year and the shares held by them in the Company as on March 31, 2022 is as follows.
| Sr. No. |
Name of the Director | Gross Sitting Fees (In Rs.) | Equity / Holding |
|---|---|---|---|
| 1 | Shri Prakash V. Mehta | 6,50,000 | - |
| 2 | Shri Amit Yadav | 4,90,000 | 1,150 |
| 3 | Smt. Bharti R. Gandhi | 3,10,000 | 5,000 |
| 4 | Shri R. Sankaran | 5,70,000 | 507 |
| 5 | Shri PratapAshar | 2,20,000 | 10 |
Sitting fees mentioned above includes payment for Board-level statutory and non-statutory committee meetings as well as meeting of independent directors. No commission was paid to directors during the FY: 2021-22.
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4. STAKEHOLDERS’ RELATIONSHIP COMMITTEE
As on March 31, 2022, the Stakeholders’ Relationship Committee (SRC) comprised of Shri Amit Yadav as Chairman, Shri Prakash V. Mehta and Smt. Bharti R. Gandhi as members of the Committee. All the members of the committee are Independent directors. During the financial year, Shri. Rajesh V. Shah has ceased to be the member of the committee and Smt. Bharti R. Gandhi was appointed as member of the committee w.e.f. October 01, 2021.
During the year, a meeting of the Committee was held on May 25, 2021 through video conferencing, which was attended by all the members of the Committee.
As on March 31, 2022, no request for transfer of shares and for dematerialization/ rematerialisation of shares was pending for approval. Company Secretary, acts as the Compliance Officer to the Committee.
Terms of Reference: The terms of reference of SRC committee have been placed on website of the Company at http://www.mukand.com/wp-content/uploads/2015/09/6.Terms-of-reference-Stake-holder-Commitee.pdf
There were no major complaints from the investors.
Routine complaints relating to details of shares offered, payment of dividends, transfer of shares, dematerialization of shares, issue of duplicate shares, request for change of address, non-returning of share certificate which was mainly due to old invalid share certificate, etc. were attended generally within prescribed time. The Company has not received any material complaints from Shareholders through SEBI, Stock Exchanges (NSE & BSE) and other securities market intermediaries (NSDL & CDSL) during the year under review.
Details of shareholders’ complaints received and redressed during the financial year 2021-22 are as follows:-
| Opening Balance at 01-04-2021 |
Received in FY: 2021-22 | Resolved in FY: 2021-22 | Remain unresolved at 31-03-2022 |
|---|---|---|---|
| NIL | 354 | 354 | NIL |
5. RISK MANAGEMENT COMMITTEE
As on March 31, 2022, the Risk Management Committee (RMC) comprised of Shri Niraj Bajaj as Chairman, Shri R. Sankaran and Shri A.M. Kulkarni as members of the Committee.
During the year under review, 2 (two) meetings of the Committee were held through video conferencing on November 10, 2021 and March 30, 2022. The attendance details of the members of the Committee at the said meetings are as follows:
| Name of Member | Nature of Membership | No. of Meetings Attended / Held |
|---|---|---|
| Shri NirajBajaj | Chairman | 2/2 |
| Shri R. Sankaran | Member | 2/2 |
| Shri A.M. Kulkarni | Member | 2/2 |
Terms of reference: The detailed terms of reference of the RMC committee have been placed on the website of the Company at https://www.mukand.com/wp-content/uploads/2021/08/Risk_Management_Committee_Charter.pdf
6. GENERAL BODY MEETINGS
i) Details of the last three Annual General Meetings of the Company are as follows:
==> picture [464 x 18] intentionally omitted <==
----- Start of picture text -----
AGM Date & time of AGM Venue of AGM
----- End of picture text -----
| AGM | Date & time of AGM | Venue of AGM |
|---|---|---|
| 81st | August 08, 2019 at 4:00 p.m. | Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 |
| 82nd | September 29, 2020 at 2:00 p.m. | Since meeting was through video conferencing, deemed venue of the meeting was Reg. ofce of the Company i.e., 3rd Floor, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 |
| 83rd | September 18, 2021 at 12.00 noon | Since meeting was through video conferencing, deemed venue of the meeting was Reg. ofce of the Company i.e., 3rd Floor, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 |
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ii) The details of the Special Resolutions passed in the Annual General Meetings held in the previous three (3) years are given below:
==> picture [464 x 17] intentionally omitted <==
----- Start of picture text -----
No. of AGM Date & Time of AGM Description of Special Resolution
----- End of picture text -----
| No. of AGM | Date & Time of AGM | Description of Special Resolution |
|---|---|---|
| 81st | August 08, 2019 at 4: 00 p.m. | i) Continuation of Shri Dhirajlal S. Mehta as an Independent Director. ii) Continuation of Shri N. C. Sharma as an Independent Director. iii) Continuation of Shri Prakash V. Mehta as an Independent Director. iv) Re-appointment of Shri Prakash V. Mehta as an Independent Director. v) Re-appointment of Shri Amit Yadav as an Independent Director. vi) Re-appointment of Smt. Bharti R. Gandhi as an Independent Director. vii) Remuneration to Shri Niraj Bajaj, Chairman & Managing Director. viii) Remuneration to Shri Rajesh V. Shah, Co-Chairman & Managing Director. ix) Remuneration to Shri Suketu V. Shah, Joint Managing Director. x) Issue of Redeemable Non-convertible Debentures on privateplacement basis. |
| 82nd | September 29, 2020 at 2:00 p.m. | i) Increase in Borrowing Powers of the Board. ii) Re-appointment and approval of remuneration of Shri Niraj Bajaj (DIN:00028261) as Chairman & Managing Director. iii) Re-appointment and approval of remuneration of Shri Rajesh V. Shah (DIN:00021752) as Co-Chairman & Managing Director. iv) Re-appointment and approval of remuneration of Shri Suketu V. Shah (DIN: 00033407) as Joint Managing Director. v) General approval for Issue of Redeemable Non-convertible Debentures on private placement basis. vi) Sale/ Transfer upto 51% equity shares held in Mukand Sumi Special Steel Limited, a Joint Venture of Company. |
| 83rd | September 18, 2021 at 12:00 noon | i) Approval for re-appointment /re-designation/ continuation of Shri Pratap V. Ashar as a Non- executive Director. ii) General approval for Issue of Redeemable Non-convertible Debentures onprivateplacement basis. |
iii) Details of Postal Ballot conducted during the year: During the year, following Special Resolution was passed through postal ballot
-
Revision of the limits under Section 186 of the Companies Act, 2013 with respect to Board’s power to make Investments, give Loans, Guarantees or provide Securities.
-
a) Details of the Scrutiniser: Anant B. Khamankar & Co., Practising Company Secretary, Mumbai
-
b) Date of approval of resolution: June 16, 2021
-
c) Date of Scrutinizer report: June 17, 2021
-
d) Type of Resolution: Special Resolution
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Directors’ Report
| Total no. of valid votes polled | Total no. of votes -in favour (%) |
Total no of votes - against (%) |
|---|---|---|
| 113,412,891 | 113,251,297(99.8575%) | 161,594(0.1425 %) |
The Scrutiniser’s Report along with details of voting for the above Postal ballots have been posted on the Company’s website and can be accessed at https://www.mukand.com/wp-content/uploads/2021/06/VotingResults_Postal_Ballot-12th-May-2021.pdf
-
Approval for variation in the Rights of 0.01% Cumulative Redeemable Preference Shares (“CRPS” or “Preference Shares”) i.e. Pre-payment of 4th and 5th instalments towards redemption of CRPS.
-
a) Details of the Scrutiniser: Anant B. Khamankar & Co., Practising Company Secretary, Mumbai
-
b) Date of approval of resolution: September 11, 2021
-
c) Date of Scrutinizer report: September 12, 2021
-
d) Type of Resolution: Special Resolution
| Sr. No. |
Total no. of valid votes polled | Total no. of votes -in favour (%) |
Total no of votes - against(%) |
|---|---|---|---|
| 1 | 2,540,078 | 2,539,850(99.9910%) | 228(0.0090 %) |
The Scrutiniser’s Report along with details of voting for the above Postal ballots have been posted on the Company’s website and can be accessed at https://www.mukand.com/wp-content/uploads/2021/09/Postalballot-Voting-results-SCR.pdf
- iv) Details of proposed business item through postal ballot:
None of the businesses proposed to be transacted at the ensuing 84th Annual General Meeting require passing a resolution through Postal Ballot.
- v) Procedure for Postal Ballot:
The Postal Ballot was carried out as per the provisions of Section 108 and 110 and other applicable provisions of the Companies Act, 2013, (the ‘Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (the ‘Rules’), (including any statutory modification or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standards issued by the Institute of Company Secretaries of India on General Meeting (‘SS-2’) and the relaxations and clarifications issued by Ministry of Corporate Affairs (‘MCA’) vide General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021 and 10/2021 dated June 23, 2021 (MCA Circulars’) and Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (‘SEBI Circulars’).
7. Related Party Transactions
There were no materially significant related party transactions made by the Company with related parties during the year, which may have potential conflict with the interests of the Company at large. The details of transactions with related parties are disclosed in the Accounts. The Policy on Materiality of Related Party Transactions in terms of provisions of regulation 53 and Schedule V of SEBI LODR, 2015 is uploaded on the website of the Company and can be accessed at: https://www. mukand.com/wp-content/uploads/2022/06/Revised-Policy-on-materiality-of-RPTs-Feb-2022.pdf
7.1 Compliance with Regulations
There were neither non-compliance on any matters related to capital markets by the Company during the last three years, nor did the Company attract any penalties or strictures passed by the stock exchanges, SEBI or any other statutory authority except one instance in FY: 2021-22 detailed below.
During the year, there was an instance of delay in obtaining prior approval of shareholders pertaining to continuation of Shri Pratap V. Ashar- Non-executive director, as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015. In respect of foregoing delay, NSE and BSE have levied a fine of Rs.2,24,000 each. The Company has paid the fines within the prescribed period and made an application for waiver with NSE and BSE. The outcome of the hearing/ waiver review application is awaited.
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7.2. Risk Management
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Directors of the Company. The Audit Committee and Risk Management Committee periodically reviews the adequacy and efficacy of the overall risk management system.
7.3. Commodity price risk or foreign exchange risk and hedging activities
7.3.1. Commodity prices
The Company’s profitability depends on the following commodities, viz., iron ore, coke, nickel, chrome and scrap. The prices of these commodities are highly volatile. In case of iron ore which is obtained locally, the Company takes various steps to substitute use of cheaper iron ore by processing and replacing the costly iron ore. In case of Coke and Coal which are imported, the purchase contracts are scheduled for the long or short period, depending on the expectation of rise or fall in the prices. In case of other imported items nickel, chrome, molybdenum and shredded scrap, back to back contracts are executed with suppliers and customers. The Company has no hedging activities for commodities.
7.3.2 Foreign Exchange Risk and hedging activities
The Company’s net foreign exchange exposure during the year under review was Rs. 1,415.28 crore.The Company has taken strategic decisions to hedge its exports and imports and managed the foreign exchange exposure through nominated forex committee of senior management team. The rupee dollar rate has been volatile during the year to the extent of 6.47 % and depreciated at the end by 3.67 % compared to the opening rate. The Company keeps a close watch on the dollar rupee movement and the forward cover transactions are made based on the future risk perceptions
7.4. Other Disclosure
-
7.4.1 Company’s policies for determining Material Subsidiaries, on dealing with related party transactions and details of establishment of Vigil Mechanism along with details of web link (in cases where it is prescribed) are given in Annexure-5.
-
7.4.2 The Company has complied with all the Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015 except as mentioned in 7.1.
-
7.4.3 Disclosure as required by item 10(f) of Part C of Schedule V of the SEBI (LODR) Regulations, 2015 with respect to demat suspense account/unclaimed suspense account is as follows:
| Particulars | No. of Equity Shareholders |
No. of Equity Shares |
|---|---|---|
| Aggregate number of shareholders and the outstanding shares in the suspense account lyingas on April 1, 2021 |
253 | 11,047 |
| Shareholders who approached the Company for transfer of shares from suspense account duringtheyear |
-- | -- |
| Shareholders to whom shares were transferred from the suspense account duringtheyear |
-- | -- |
| Shareholders whose shares are transferred to demat account of the IEPF authorityasper section 124 of the Act |
-- | -- |
| Aggregate number of shareholders and outstanding shares in the suspense account as on March 31, 2022 |
253 | 11,047 |
The voting rights on the shares outstanding in the suspense account as on March 31, 2022 shall remain frozen till the rightful owner of such shares claims the shares.
- 7.4.4 Suitable disclosures have been made in the financial statements, together with Management’s explanation in the event of any treatment being different from that prescribed in the Ind-AS.
8. Code of Conduct
All directors and senior management personnel have affirmed compliance with the code of conduct for FY 2021-22 as required under regulation 26(3) of SEBI LODR, 2015. A declaration to this effect signed by the Managing Directors is annexed to this Report.
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There were no materially significant transactions during the financial year with Board members and senior management, including their relatives that had or could have had a potential conflict of interest with the Company. The code of conduct is available on the website of the Company.
9. Code for Prevention of Insider Trading
The Company has instituted a Code of Conduct for prevention of Insider Trading in the securities of the Company for its Directors and designated persons as required by SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The said Code is available on the website of Company.
10. CEO and CFO Certification
In accordance with the requirement of Regulation 17(8) of the SEBI LODR, 2015, the CEOs i.e. Chairman & Managing Director, and CFO i.e., Chief Financial Officer have furnished the requisite certificates to the Board of Directors of the Company.
11. Means of Communication
The quarterly un-audited and yearly audited financial results are published in English and regional language newspapers. The financial results, shareholding pattern and other corporate communications are filed with the Stock Exchanges in compliance with Regulation 30, 31 and 33 of SEBI LODR, 2015 are also available on the corporate website of the Company. The Management Discussion and Analysis is a part of the Annual Report. All financial and other vital information is promptly communicated to the Stock Exchanges where the Company’s shares are listed. During the financial year under review, the Company has not made any separate presentation to financial analysts. Information, in words and visuals, about the Company and its businesses, including products manufactured, projects executed, facilities and processes, quality policy, financial results, shareholding pattern, code of conduct, press releases etc. is available at the corporate website at www.mukand.com.
12. SHAREHOLDERS’ INFORMATION
12.1 84th Annual General Meeting
| 84th Annual | General Meeting |
|---|---|
| Date | August 10, 2022 |
| Time | 11:30 a.m. |
| Venue | Kamalnayan BajajHall, BajajBhawan, Jamnalal BajajMarg, 226, Nariman Point, Mumbai – 400 021 |
As in the previous year, the Annual Report of the Company for the FY 2021-22 along with the Notice of AGM are being sent by email to the members and all other persons/entities entitled to receive the same. The Company has also made arrangements for those shareholders who have not yet registered their email address to get the same registered by following the procedure prescribed in the Notice of AGM. Detailed procedure is provided in the notes section of Notice of AGM.
12.2 Tentative Financial calendar
Tentative schedule for consideration of Financial Results: Financial Year: April 1, 2022 to March 31, 2023
| Firstquarter fnancial results | On or before August 14,2022 |
|---|---|
| Secondquarter fnancial results | On or before November 14,2022 |
| Thirdquarter fnancial results | On or before February14,2023 |
| Quarter Four /Annual Results for FY: 2022-23 | On or before May30,2023 |
12.3 Book Closure and Payment of dividend
12.3.1 Register of Members/Share Transfer Books
Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 30, 2022 to Wednesday, August 10, 2022 (both days inclusive) for taking record of the Members of the Company for the purpose of payment of Dividend and for Annual General Meeting (AGM).
The voting rights of the Members holding shares in physical form or in dematerialized form, in respect of e-voting shall be reckoned in proportion to their share in the paid-up equity as on the cut-off date i.e. Friday, July 29, 2022.
12.3.2 Dividend and record date of payment of dividend
Subject to approval of members at the ensuing AGM, the Board of directors has recommended the following dividend for FY: 2021-22
- a. The Board recommended a dividend of Rs 1.50/- per equity share of Rs.10/- each fully paid (i.e.@ 15% per share) for the FY 2021-22,
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-
b. The Board recommended a dividend on 5,626,320 0.01% Cumulative Redeemable Preference Shares (fully redeemed on September 30, 2021) at the rate of 0.01% p.a. per share on redeemable value for FY 2021-22 (proportionate upto September 30, 2021), and
-
c. The Board recommended a dividend on 5,626,320 8% Cumulative Redeemable Preference Shares at the rate of 8% p.a. per share for FY 2021-22 (proportionate on paid up value during the year).
-
Record date for payment of dividends will be Friday, July 29, 2022.
12.4 Stock Exchange Listing
Equity Shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) and the applicable listing fees have been duly paid to these Stock Exchanges for the FY: 2021-22.
12.5 Stock Code
| Sr. No. | Particulars | Equity |
|---|---|---|
| 1 | BSE | 500460 |
| 2 | NSE | MUKANDLTD |
| 3 | ISIN of Security | INE304A01026 |
| 4 | Address of BSE | P.J. Towers,Dalal Street,Mumbai – 400 001 |
| 5 | Address of NSE | Exchange Plaza,5th Floor,Bandra-Kurla Complex,Bandra(E),Mumbai – 400 051. |
The Company has redeemed the 0.01% Cumulative Redeemable Preference Shares on September 30, 2021. (BSE code: 700087; NSE code: MUKANDCRPS; ISIN of Security: INE304A04012)
12.6 Stock Price Data
Monthly highs and lows of the Company’s Equity Share prices on the BSE and NSE in the FY: 2021-22, are given hereunder:
a) Equity
| Equity | ||||
|---|---|---|---|---|
| Month | BSE(Rs.per share) | NSE(Rs.per share) | ||
| High | Low | High | Low | |
| Year -2021 | ||||
| April | 122.10 | 77.30 | 122.20 | 77.10 |
| May | 137.85 | 108.20 | 138.45 | 108.50 |
| June | 133.00 | 108.15 | 132.50 | 110.00 |
| July | 148.00 | 127.30 | 148.80 | 126.25 |
| August | 166.50 | 137.15 | 167.50 | 136.35 |
| September | 149.90 | 129.05 | 149.90 | 130.45 |
| October | 158.90 | 130.10 | 161.00 | 129.55 |
| November | 140.00 | 109.15 | 143.00 | 112.75 |
| December | 136.20 | 120.00 | 136.65 | 119.80 |
| Year- 2022 | ||||
| January | 142.00 | 116.85 | 141.90 | 117.65 |
| February | 136.80 | 117.25 | 138.00 | 117.10 |
| March | 151.55 | 123.40 | 152.00 | 125.85 |
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12.7 Comparative Stock Price Performance
==> picture [457 x 280] intentionally omitted <==
12.8 Share Transfer Agent
The Company has appointed KFin Technologies Ltd. (‘KFintech’), as its Registrar & share transfer agent for carrying out the work relating to share transfer / dematerialization /re-materialisation of shares and allied activities.
All physical transfers, transmission, transposition, issue of duplicate share certificate(s), issue of demand drafts in lieu of dividend warrants etc. as well as requests for dematerialization/re-materialisation are being processed periodically at KFintech. The work relating to dematerialization/re- materialisation is handled by KFintech through connectivity with National Securities Depository Ltd. and Central Depository Services (India) Limited.
12.9 Unclaimed Dividend & Transfer of shares to IEPF
Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’) mandates the Companies to transfer dividend that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Accordingly, the unpaid/ unclaimed dividend of Rs. 196/- (One Hundred and Ninety Six Only ) has remained unclaimed for a period of seven years on Preference shares for the financial year 2013-14 was transferred to the fund during FY 2021-22. Dividends for and upto the Financial Year ended March 31, 2013 have already been transferred to the IEPF. as per provisions of section 124 and read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’). No dividend declared on the equity shares and CRPS for the financial year 2014-15.
Shareholders who have not encashed their Dividend Warrants relating to the Dividends as specified above are advised to send their request letter for issue of demand drafts to the Share Transfer Agent of the Company or Nodal officer of the Company; Shri Rajendra Sawant. The details of unpaid/unclaimed dividends are available on the website of the Company. During the year, there were no shares liable to be transferred to IEPF.
Transfer of ‘Underlying Shares’ in respect of which Dividend has not been claimed for seven consecutive years or more, to the IEPF:
In terms of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, members are requested to note that pursuant to section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (the ‘IEPF Rules’), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company within a period of thirty days of expiry of said seven years. Upon transfer of such shares, all benefits (e.g. bonus, spilt etc.), if any, accruing on such shares shall also be credited to the IEPF Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shareholders are requested to get in touch with the nodal officer for further details on the subject at [email protected].
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12.10 Share Transfer System
During FY 2021-22, Share transfers (transmission/transposition) received by the share transfer agent/Company are registered within 15 days from the date of receipt, provided that documents are complete in all respects. During the year, there was no instance of physical share transfer.
12.11 Distribution of Shareholding
- a) Equity Shares: The Company had 33,660 Equity Shareholders as on March 31, 2022. Distribution of shareholding of equity is given in the table hereunder:
| Sr. No. |
Category (Shares) | No.of Holders | % of Holders | No.of Shares | % of Equity Capital |
|---|---|---|---|---|---|
| 1 | 1 - 50 | 15,876 | 47.17 | 335,891 | 0.24 |
| 2 | 51 - 100 | 6,078 | 18.06 | 519,895 | 0.37 |
| 3 | 101 - 500 | 7,651 | 22.73 | 2,025,873 | 1.43 |
| 4 | 501 - 1000 | 1,790 | 5.32 | 1,456,778 | 1.03 |
| 5 | 1001 - 5000 | 1,651 | 4.90 | 3,768,905 | 2.67 |
| 6 | 5001 - 10000 | 261 | 0.78 | 1,901,009 | 1.34 |
| 7 | 10001 and above | 353 | 1.05 | 131,397,510 | 92.92 |
| TOTAL: | 33,660 | 100.00 | 141,405,861 | 100.00 |
b) Shareholding pattern of the Equity Shares as on March 31, 2022 is as under
| Sr. No. |
Category of Shareholders | No. of Shares | % of total Equity Shareholding |
|---|---|---|---|
| 1 | Promoter and Promoter Group | 105,651,869 | 74.72 |
| 2 | Mutual Funds | 924 | 0.00 |
| 3 | Banks and Financial Institutions / NBFC’s Registered with the RBI | 8,593 | 0.01 |
| 4 | Insurance Companies | 5,070,708 | 3.59 |
| 5 | Bodies Corporate | 8,458,423 | 5.98 |
| 6 | ClearingMember | 355,840 | 0.25 |
| 7 | Foreign Institutional & Portfolio Investors | 94,963 | 0.07 |
| 8 | Non–Resident Indians /OCB’S | 591,795 | 0.42 |
| 9 | IEPF Authority | 374,465 | 0.26 |
| 10 | Public and others | 20,798,281 | 14.70 |
| Total | 141,405,861 | 100.00 |
- c) Shareholding pattern of the 8% Cumulative Redeemable Preference Shares as on March 31, 2022 is as under
| Category | No of shares | Percentage |
|---|---|---|
| Promoter & Promoter Group | 5,626,320 | 100.00 |
| Public | 0 | 0.00 |
12.12 Dematerialization of Shares and liquidity
The Company’s Shares are dealt with at both the depositories viz. NSDL and CDSL. The Company for the benefit of the Shareholders has made one-time payment to NSDL towards custodial charges. During the year, 18,009 Equity Shares and 318 CRPS were dematerialised in respect of 144 and 22 requests, respectively.
As on March 31, 2022, 33,096 shareholders (without grouping of common folios) held equity Shares in 140,251,040 equity shares in demat and 7,805 shareholders (without grouping of common folios) held 1,154,821 equity shares in physical form. The dematerialisation level percentage of Equity Share capital of the Company stood at 99.19%.
As on March 31, 2022, 2,813,160 Unlisted 8% CRPS shares held in demat each by Jamnalal Sons Private Limited and Bachhraj & Company Private Limited. There was no share of 8% CRPS in physical mode.
12.13 Plant locations
-
(i) Dighe,Thane,Maharashtra-400605.
-
(ii) Ginigera, Karnataka-583228.
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12.14 Address for Correspondence
Investors and shareholders can correspond with the share transfer agents or the registered office of the Company at the following address:
- (i) Physical Shares
Share Transfer Agents
KFin Technologies Limited
Unit- Mukand Limited
Address: Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad 500032, Telangana.
Contact persons: Shri Bhaskar Roy and Shri Mohd. Mohsinuddin
Toll free no:1800-309-4001; Fax:(040)23001153, E-mail: [email protected] Website:www.kfintech.com or http://ris.kfintech.com/
- (ii) Demat Shares:
Respective Depository Participants of Shareholders.
- (iii) Company - Shares & Fixed Deposits
Contact person: Shri Rajendra Sawant, Company Secretary and Compliance Officer
Address:3rd Floor, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai- 400021, Maharashtra. Tel: 022-61216666
E-mail: [email protected], Fixed Deposits:[email protected]
Website: www.mukand.com
12.15 Changes/Revisions in Credit Ratings
During the financial year 2021-22, following revision has been made in the credit ratings.
| Total Fixed Deposits Rated | Rs. 180.48 Crore |
|---|---|
| Fixed Deposit Rating | ACUITE FA / Outlook: Stable. |
| Total LongTerm Bank Loan Rated | Rs.1,000.48 Crore |
| LongTerm Rating | ACUITE BBB(upgraded from BBB- to BBB)/ Outlook: Stable. |
| Total Short Term Bank Loan Rated | Rs.185.00 Crore. |
| Short Term Rating | ACUITE A3+(Updated from A3 to A3+) |
12.16 Details of utilization of funds raised through preferential allotment, Institutions Placement as specified under
Regulation 32 (7A)
The Company has utilized the funds raised through final call of Rs. 6 per share on 8% unlisted CRPS during the year for the purposes which was stipulated in the Placement/offer Document. The Company has not made any fresh preferential allotment, Institutions Placement during the year.
13. ADOPTION OF MANDATORY & NON-MANDATORY REQUIREMENTS
13.1. Mandatory
The Company has fully adopted the mandatory requirements of all Regulations of SEBI LODR, 2015.
13.2. Non-mandatory
-
i) Shareholder rights: Quarterly financial results were published in one English newspaper and in one Marathi newspaper. These were not sent Individually to the shareholders.
-
ii) Audit Qualifications: The auditors’ report does not contain any qualification.
-
iii) Separate post of Chairman and CEO: The Company has same person as Chairman & Managing Director.
-
iv) Reporting of Internal Auditor: Internal Auditors are invited to the meetings of the Audit Committee wherein they report directly to the Committee.
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14. Certificate on Corporate Governance Compliance
The Company has obtained a certificate from M/s. DHC & Co., Chartered Accountants, Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in the SEBI LODR, 2015. This certificate is annexed to this Corporate Governance Report. The certificate will be sent to the Stock Exchanges along with the Annual Report to be filed by the Company.
15. Details of fees paid to Statutory Auditors
During the financial year 2021-22, total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors, M/s.DHC & Co., Chartered Accountants and all entities in the network firm/network entity of which the statutory auditors is a part, is as under:
which the statutory auditors is a part, is as under: |
|
|---|---|
| Particulars of Auditors remuneration | Fees(Rs. in crore) |
| For Statutoryaudit | 0.52 |
| For other services | 0.17 |
| For taxation matters | 0.05 |
| Total | 0.74 |
During the year, Statutory Auditors of the Company has not rendered any services to subsidiary companies.
16. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The required disclosure is given in the Directors’ report.
17. Certificate on non-disqualification of Directors
All the Directors of the Company have submitted a declaration stating that they are not debarred or disqualified by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Directors of Companies. A certificate to this effect issued by Shri Anant B. Khamankar of M/s. Anant B Khamankar & Co., Practising Company Secretary, is annexed to this report.
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Independent Auditor’s Certificate on Compliance with the Corporate Governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To The Members of
Mukand Limited
-
This Certificate is issued in accordance with the terms of our engagement letter dated June 14, 2021.
-
We have examined the compliance of conditions of Corporate Governance by Mukand Limited (‘the Company’), for the year ended on March 31, 2022, as stipulated in Regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Management’s Responsibility
- The Management is responsible for ensuring that the Company complies with the conditions of Corporate Governance. This responsibility also includes the design, implementation and maintenance of internal controls and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
-
Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
-
We have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
-
We conducted our examination in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (“ICAI”), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
-
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements issued by ICAI.
Opinion
-
Based on our examination, as above, and to the best of the information and explanations given to us and representations provided by the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46 (2) and paragraphs C, D and E of Schedule V of the Listing Regulations during the year ended March 31, 2022 except below:-
-
There was delay in obtaining shareholder’s approval for re-appointment and re-designation of Shri. Pratap V. Ashar as Nonexecutive director as required under Regulation 17(1A) of SEBI (LODR) Regulations, 2015. For such non-compliance, the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) has levied fine of Rs. 2,24,000 each and the company has paid the fine within the stipulated timeline. Further, the company has made an application for waiver of fine with BSE and NSE. The outcome of such an application is awaited.
-
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Restriction on Use
- The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this certificate for any event or circumstances occurring after the date of this certificate.
For DHC and Co.
Chartered Accountants ICAI Firm Registration No.103525W
Atul Paliwal
Partner Membership No. 401969 UDIN:22401969AJCMJC2652
Place: Jaipur Date: May 17, 2022
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CERTIFICATE OF NON – DISQUALIFICATION OF DIRECTORS
[As per Clause C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 34(3) of the said Listing Regulations]
To,
The Members,
MUKAND LIMITED
Bajaj Bhawan,
Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400021.
Pursuant to Clause 10 (i) of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 34(3) of the said Listed Regulations, we hereby certify that none of the Directors on the board of “Mukand Limited” have been debarred or disqualified from being appointed or continuing as Directors of the Companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority as on the Financial year ended on March 31, 2022.
FOR ANANT B KHAMANKAR & CO., COMPANY SECRETARIES
ANANT B. KHAMANKAR
FCS No. 3198
CP No. 1860 UDIN: F003198D000327753 Mumbai, May 17, 2022
CEO / CFO CERTIFICATION
[As per Schedule II, Part B r/w Regulation 17(8) of the SEBI (LO&DR)]
We, the undersigned, certify that:
-
(A) We have reviewed the Financial Statements and the Cash Flow Statement of MUKAND LIMITED for the financial year ended March 31, 2022 and to the best of our knowledge and belief state that:
-
i. these statements do not contain any materially untrue statement or omit material fact or contain statements that might be misleading; and
-
ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
-
(B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.
-
(C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
-
(D) We have indicated to the Auditors and the Audit Committee,
-
i. that there were no significant changes in internal control over financial reporting during the year;
-
ii. that there were no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
-
iii. that there were no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.
Mumbai, May 17, 2022 Niraj Bajaj Umesh V. Joshi Chairman & Managing Director Chief Financial Officer
DECLARATION BY CHIEF EXECUTIVE OFFICER (CEO)
[As per Part D of Schedule V r/w Regulation 34(3) of the SEBI (LO&DR)]
We, hereby declare that all the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the ‘Code of Conduct for Directors and Senior Management Personnel’ as laid down by the Company for the year ended March 31, 2022.
Mumbai, May 17, 2022
Niraj Bajaj Chairman & Managing Director
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Annexure-5
MUKAND LIMITED
Annexure to the Directors’ report
Brief description of Company’s policies on I) Directors’ appointment and Remuneration, determining criteria for qualification/independence, II) Remuneration for Directors, Key Managerial Personnel and other employees, III) performance evaluation of the Board, Committees and Directors, IV) on Materiality of Related Party Transactions, V) Risk Management, VI) for Determining Material Subsidiaries and VII) Whistle Blower/Vigil Mechanism.
(I) Company’s policy on Directors’ appointment and Remuneration, determining criteria for qualification/independence, etc.
-
i) The ‘Policy on the Board Diversity’ is formulated by the Nomination & Remuneration Committee of the Board of Directors of the Company.
-
ii) The Committee, while recommending the appointment of Directors, is required to keep in view that the persons being recommended are persons of eminence having diverse experience and skills in areas such as profession, business, industry, finance, law, administration, research etc., add value to the strategic needs of the Company and serve the governance.
-
iii) Independence of Independent Directors: An independent director to meet the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015) concerning independence of directors.
(II) Remuneration Policy for Directors, Key Managerial Personnel and other employees
i) Non-Executive Directors (NEDs)
-
With effect from June 01, 2022, NEDs will be paid –
-
a) sitting fee of Rs. 100,000/- for every meeting of the Board or Audit Committee thereof attended by them as a member thereof;
-
b) sitting fee of Rs. 50,000/- for every meeting of Nomination and Remuneration Committee, Stakeholders Relationship Committee attended by them as a member thereof and of Independent Directors of the Company; and
-
c) sitting fee of Rs.30,000/- for every meeting of Finance & Investment committee and Risk Management Committee attended by them as a member thereof.
ii) Managing Directors, Key Managerial Personnel & Other Employees
The objective of the Remuneration Policy is directed towards having a compensation philosophy and structure that will reward and retain talent. The Remuneration to Managing Directors shall take into account the Company’s overall performance, their contribution for the same and trends in the industry in general, in a manner which will ensure and support high performance culture.
The Company does not have stock option plans and hence such instruments do not form part of the remuneration package.
Remuneration to Managing 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.
The remuneration structure for other employees has compensation policy so as to reward and retain talent.
The weblink of the policy to access the same on the website of the company.
http://www.mukand.com/wpcontent/uploads/2015/09/9.Remuneration-and-evaluation-policy.pdf.
(III) Performance Evaluation
The criteria for evaluation for performance of the Board, its Directors and Committees are formulated by the Nomination & Remuneration Committee of the Board of Directors of the Company and are as under:
1. For Board & Committees of the Board
-
a. The Board will have requisite number of Independent Directors including a woman director as required under Companies Act, 2013;
-
b. Frequency of Meetings and attendance thereat;
-
c. Discharge of the key functions and responsibility prescribed under Law;
-
d. Monitoring the effectiveness of corporate governance practices;
-
e. Ensuring the integrity of the company’s accounting and financial reporting systems, independent audit, internal audit and risk management systems (for Board and Audit Committee);
2. For Directors
-
a. Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management of risk and the steps needed to meet challenges from the competition;
-
b. Acting in good faith and in the interests of the Company as whole;
-
c. Capacity to effectively examine financial and other information on operations of the Company and the ability to make positive contribution thereon.
(IV) Policy on Materiality of Related Party transactions
- Related Party Transactions (RPTs) of the Company covered under the Companies Act, 2013 and Regulation 23 of SEBI LODR, 2015 are to be approved by the Audit Committee of the Board from time to time.
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MUKAND LIMITED
-
Consent of the Board and the Shareholders would be taken in respect of all RPTs, except in following cases:
-
a. Where the transactions are below the threshold limits specified in the Companies Act, 2013 & Rules framed thereunder or the SEBI LODR, 2015 as may be applicable; or
-
b. Where the transactions are entered into by the Company in its ordinary course of business and are on an arms’ length basis; or
-
c. Payment made with respect to brand usage or royalty where the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, do not exceed five percent of the annual consolidated turnover as per the last audited financial statements of the company.
-
d. Where the transactions to be entered into individually or taken together with previous transactions during a financial year does not exceed rupees one thousand crore or ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company whichever is lower.
-
Dealing with Related Party Transactions shall be in accordance with the Companies Act, 2013 & Rules thereunder, SEBI LODR, 2015 and other applicable provisions for the time being in force.
The detailed policy on Materiality of Related Party transactions covering above can also be accessed on the Company’s website under the weblink: https://www.mukand.com/wp-content/uploads/2022/06/Revised-Policy-on-materiality-ofRPTs-Feb-2022.pdf
(V) Risk Management Committee & Risk Management Policy of the Company
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Directors of the Company. The Audit Committee/Board periodically reviews the adequacy and efficacy of the overall risk management system.
In compliance with provisions of SEBI LODR Regulations 2015, the Board at its meeting held on August 11, 2021 had approved constitution of Risk Management committee. The committee comprised of Shri Niraj Bajaj, Chairman Shri R. Sankaran, Independent Director and Shri A.M. Kulkarni, President, as members of the Committee. The Risk management Committee Charter is available on the Company’s website under the weblink: https://www.mukand.com/wpcontent/uploads/2021/08/Risk_Management_Committee_Charter.pdf
(VI) Policy for determining Material Subsidiaries
- ‘Material subsidiary’ shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.
The detailed policy on above can also be accessed on the Company’s website under the weblink: www.mukand.com/investor/others/policeshttp://www.mukand.com/wp-content/uploads/2019.
(VII) Whistle Blower Policy/Vigil Mechanism
The director/employee to address the complaint to any member of the Enforcement Committee along with the available details and evidence to the extent possible. In case, the complaint is received by a person, other than an enforcement committee member, the same is required to be forwarded by him to the Enforcement Committee.
The Whistle Blower is to be protected from any kind of discrimination, harassment, victimization or any other unfair employment practice.
The Board at its meeting held on November 11, 2021 reconstituted the Enforcement Committee. As on March 31, 2022, the committee comprised of 3 members viz. 1) Shri A. M. Kulkarni 2) Shri Dhanesh K. Goradia and 3) Shri Gurnam Singh.
The Enforcement Committee to investigate and decide the case and recommend action within four weeks to the Chairman & Managing Director. The final action to be taken will be decided by the Chairman & Managing Director.
The director in all cases and employee in appropriate or exceptional cases to have direct access with the Chairman of the Audit Committee of the Board of Directors of the Company.
The Enforcement Committee to report to the Chairman & Managing Director.
The Company affirms that no employee has been denied access to the Audit Committee.
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Directors’ Report
Annexure-6
Annexure to the Directors’ report
FORM NO. AOC-2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
The Company has not entered into any contract or arrangements or transactions with its related parties which is not at arm’s length during the financial year 2021-22.
2. Details of material contracts or arrangements or transactions at arm’s length basis:
| (a) | Name of related party and nature of relationship |
Mukand Sumi Metal Processing Limited (MSMPL), subsidiary company |
Mukand Sumi Special Steel Limited (MSSSL), joint venture company |
|---|---|---|---|
| (b) | Nature of contracts/ arrangements / transactions |
Sales of goods and rendering of services, purchase of goods and receivingservices |
Sales of goods and rendering of services, purchase of goods and receivingservices |
| (c) | Duration of the contracts/ arrangements / transactions |
On quarterly basis | On quarterly basis |
| (d) | Salient terms of the contracts or arrangements or transactions including the value, if any |
Arm’s length basis and credit period of 7 days. Transactions value for FY 2021-22 was Rs.618.46 crore |
Arm’s length basis and credit period of 7 days. Transactions value for FY 2021-22 was Rs.2,118.31 crore |
| (e) | Date(s) of approval by the Board | In the frst quarter meeting of the Board |
In the frst quarter meeting of the Board |
| (f) | Amountpaid as advances, if any | -- | -- |
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Annexure to the Directors’ report
Annexure-7
Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo as required under Companies Act, 2013.
A. Conservation of Energy
- i) Energy Conservations Measures taken:
Steel Plant:
-
(a) For reduction in consumption of electrical energy:
-
l Installation of Energy Efficient Pump in Pump House.
-
l Installation of Energy Efficient Pumps for Ladder Refining Furnace.
-
l Replacement of 125 high power mercury vapor lamps by light emitting diode lamps (LED).
-
l Replacement of AC Motor with Energy Efficient AC Motor and AC dive at Drum Shear in Wire Rod Mill.
(b) Fuel:
Steps taken to reduce Fuel Consumption:
- l Installation of Waste Heat Recovery Unit for feed water and boiler furnace oil heating in Steel Melt Shop.
- l By increasing sequence factor (flying tundish practice) which results in lesser holding time in ladles and lower consumption.
- l Replacement of use of Nitrogen in Cylinders by Nitrogen Pipeline.
-
ii) Steps taken by the Company for utilizing alternate sources of energy:
-
l Increase in use of:
-
Wind energy.
-
Solar energy.
-
Higher pulverized coal injection in mini–Blast Furnace.
-
-
iii) Capital investment on energy conservation equipment during the year under review.
| Capital investment on energy conservation equipment during the year under review. | |
|---|---|
| Item Description | Rs. in Crore |
| Waste Heat Recovery System | 0.19 |
| TOTAL | 0.19 |
B. Technology, absorption, adoption and innovation
-
i) Efforts made towards technology absorption, adaptation, and innovation:
-
Use of Argon gas injection Mono Block Stopper in tundish for prevention of choking during casting of alloy steel and reducing inclusion in the cast steel.
-
As cast 180 mm dia. developed.
-
Enhancement of mould tube life by replacing the chromium plating to nickel chromium cobolt plating.
-
Minimization of Cold Saw Cutting time.
-
Upgradation of Electrode Regulation System in Ladder Refining Furnace.
-
Reduction in Steel Melt Shop process deviation.
-
Minimization of Depression in Casting of Rounds with standardization of process parameters.
-
Use of Synthetic Slag in bearing steel.
-
ii) Benefits derived as a result of the above efforts:
-
Development of special steel grades for new applications for automotive / fastener / construction / oil & gas industry and thereby increased market share.
-
Cost effective solutions to customers by supporting alternate and cheaper process route.
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MUKAND LIMITED
Directors’ Report
iii) Imported technology:
Company has not imported any technology during the year under review.
iv) Expenditure on R&D:
| Expenditure on R&D: | ||
|---|---|---|
| Description | 2021-22 (Rs. in Crore) |
2020-21 (Rs. in Crore) |
| a) Capital |
- | - |
| b) Recurring |
0.22 | 0.21 |
| Total | 0.22 | 0.21 |
| R&D expenditure as a % of total turnover | 0.01 | 0.01 |
v) New products developed for critical applications, import substitution and for export market:
-
Steel for bearings / hub bearings, CV joint applications, coupling flange application, bracket application, Planet Pins, crank shaft and fasteners.
-
Steel with boron and molybdenum.
-
Steel in higher dia for applications in oil & gas sector.
-
Martensitic steel for use in construction industry.
-
Ribbed bars of various sizes.
C. Foreign Exchange Earnings and Outgo:
| Sr. No. |
Description | 2021-22 (Rs. in Crore) |
|---|---|---|
| i. | Foreign Exchange Earnings | 243.58 |
| ii. | CIF value of imports | 1,648.48 |
| iii. | Expenditure in Foreign Currency | 4.02 |
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Directors’ Report
Annexure-8
Annexure to the Directors’ report
Salient features of Financial Statements of Subsidiaries / Associate Companies / Joint Ventures
Form AOC-I
Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts), Rules 2014 Statement containing salient features of the financial statement of Subsidiaries / Associate Companies / Joint Ventures
Part - “A” : Subsidiaries
| Rs.in Crore | Rs.in Crore | Rs.in Crore | ||
|---|---|---|---|---|
| Sr. No. |
Description |
Indian Subsidiaries | Foreign Subsidiary |
|
| Mukand Global Finance Ltd |
Adore Traders & Realtors Pvt Ltd. |
Mukand International FZE |
||
| 1. | Reporting period for the subsidiary concerned, if diferent from the holdingcompany’s reporting period |
1-4-2021 to 31-3-2022 |
1-4-2021 to 31-3-2022 |
1-4-2021 to 31-3-2022 |
| 2. | Reporting currency and Exchange rate as on the last date of the relevant Financial Year in case of foreign subsidiaries |
USD (USD 1 = 75.7925) |
||
| 3. | Share Capital | 11.75 | 0.05 | 1.81 |
| 4. | Reserves and Surplus. | (157.47) | (130.30) | (0.76) |
| 5. | Total Assets. | 15.29 | 30.47 | 1.1 |
| 6. | Total Liabilities. | 161.01 | 160.73 | 0.05 |
| 7. | Investments | 1.16 | - | - |
| 8. | Turnover * |
10.05 | 3.85 | 0 |
| 9. | Proft/(Loss)before taxation * | (4.99) | (11.96) | (1.12) |
| 10. | Provision for Taxation * |
0.43 | - | - |
| 11. | Proft after taxation * | (5.41) | (11.96) | (1.12) |
| 12. | Proposed Dividend / Dividendpaid |
0 | - | 0 |
| 13. | % of shareholding | 100 | 100 | 100 |
*** In case of foreign subsidiary, translated at average Exchange Rate of USD 1 = 74.6144**
Notes:
- Names of Subsidiaries which are yet to commence operations - Nil
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
| Name of Associates/Joint Ventures | Name of Associates/Joint Ventures | Mukand Engineers Ltd (MEL) |
Bombay Forgings Ltd (BFL) |
Stainless India Ltd (SIL) |
Hospet Steels Ltd (HSL) |
Mukand Sumi Metal Processing Ltd |
|---|---|---|---|---|---|---|
| Associate | Associate | Associate | JV | JV | ||
| 1. | Latest Auditied Balance Sheet date | 31.3.2022 | 31.3.2021 | 31.3.2021 | 31.3.2022 | 31.3.2022 |
| 2 | Shares of Associates/Joint Ventures held by the Companyon theyear end |
|||||
| No. | 4,539,781 | 39,808 | 66,78,600 | 97,504 | 1,39,23,000 | |
| Amount of Investment in Associates/Joint Ventures - Rs.Cr. |
19.78 | Nil* | Nil* | Nil* | 163.56 | |
| Extent of Holding% |
36.11 | 33.17 | 48.30 | 39.00 | 51 | |
| 3. | Description of how there is signifcant infuence. | Extent of share holding |
Extent of share holding |
Extent of share holding |
Extent of share holding |
Extent of share holding |
| 4. | Reason why the associate/joint venture is not consolidated. |
|||||
| 5. | Networth attributable to Shareholding as per latest audited Balance Sheet |
(24.75) | Nil* | Nil* | Nil* | 123.51 |
| 6. | Proft/Loss for theyear. | (22.42) | - | - | - | (1.32) |
| i. | Considered in Consolidation |
(8.10) | - | - | - | 4.11 |
| ii. | Not Considered in Consolidation. |
- |
- |
- |
- |
- |
| * Asprovision for diminution in value of investments has been considered while consolidatingthe fnancial statements. | ||||||
1. Names of associates orjoint ventures which areyet to commence operations - Nil. |
||||||
| 2. Names of associates orjoint ventures which have been liquidated or sold duringtheyear - MSSSL shares sold. |
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Report on performance and financial position of each subsidiary, joint ventures / associates
1. Mukand Global Finance Ltd (MGFL)
Revenue from Operations is at Rs.10.05 cr as compared to Rs. 9.16 cr in the previous year. Profit/(Loss) after tax is at Rs.(5.41)cr as compared to Rs.(170.31) cr in the previous year.
2 Mukand International FZE (MIFZE)
MIFZE trades in steel products and inputs for manufacture of steel world wide. Turnover during the year is USD 1.43 cr as compared to USD 3.37 cr in the previous year. Net Loss for the year is USD 0.01 cr as compared to Net profit of USD 0.03 cr in the previous year. Its Board has proposed and paid interim dividend of USD 8,00,000 for the year under review as against USD 1,02,188 in the previous year. Mukand Ltd as decided to close the operations and subsequently liquidate its investment in MIFZE after the end of the year under report. On April 30, 2021 MIFZE has paid back 4 shares of 1 million Dhiram each and Company received of Rs. 8.07 cr.
3 Adore Traders & Realtors Private Limited
Revenue from Operations is at Rs.3.64 cr as compared to Rs. 0.4 cr in the previous year. Profit/(Loss) after tax is at Rs.(11.96) cr as compared to Rs.(100.23) cr in the previous year.
4 Mukand Engineers Ltd (MEL)
Mukand Engineers Ltd is engaged in the business of supply and erection of equipment for power plants, integrated steel/ aluminium plants and hydro-carbon plants. It also undertakes engineering and project management services for steel and power plants. During the year under review, revenue from operations and other income is Rs. 23.03 cr as compared to Rs. 25.29 cr in the previous year. Loss for the year is Rs. 22.42 cr as compared to Rs. 31.52 cr in the previous year on account of lower turnover resulting in shortfall in the absorption of overheads.
5 Hospet Steels Ltd (HSL)
HSL is an outcome of a strategical alliance between Kalyani Steels Limited and Mukand Ltd to manage and operate the composite manufacturing facility at Ginigera, Karnataka. Actual expenses incurred by HSL for carrying out its objectives are reimbursed by alliance constituents. In view of the same, no service charges are recovered by HSL. During the year, it claimed reimbursement of Rs. 139.43 cr from the constituents and its profit/(loss) for the year after tax was Rs. NIL as against NIL in the previous year.
6 Mukand Sumi Metal Processing Ltd (MSMPL)
MSMPL is joint venture with Sumitomo Corporation, Japan to carry on the business of cold finished bars and wires. During the year under review, revenue from operations and other income is Rs. 933.86 cr as compared to Rs. 581.78 cr in the previous year. Loss after tax is Rs.1.32 cr as compared to Rs. 18.25 cr in the previous year.
On Behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director
A. M. Kulkarni Chief Executive Officer
Umesh V Joshi Chief Financial Officer
Rajendra Sawant
Company Secretary
Mumbai, May 17, 2022.
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MUKAND LIMITED
Directors’ Report
Annexure-9
Annexure to the Directors’ report
Disclosure of Managerial Remuneration under Section 197 of Companies Act, 2013 read with Rule 5(1) and (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
- 1.1 The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year ending March 31, 2022 and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
| Name & Designation | Ratio of remuneration of Directors with respect to median remuneration of employees |
Percentage increase in remuneration over last Financial Year |
|---|---|---|
| Managing Directors: | ||
| Niraj Bajaj Chairman & Managing Director |
18.60 : 1 | **13% *** |
| Rajesh V Shah, Co-Chairman & Managing Director (Part of the year) |
46.48 : 1 | 183% ** |
| Suketu V Shah Joint Managing Director (Part of the year-upto September 30, 2021) |
45.50 : 1 | 172% ** |
| Whole-time Director: | ||
| Pratap V Ashar Director & Advisor – Administration (Part of the year- upto May 28, 2021) |
0.30 : 1 | -80% |
| Key Management Personnel: | ||
| A.M. Kulkarni, Chief Executive Ofcer |
N.A. | 10% |
| Umesh V. Joshi, Chief Financial Ofcer |
N.A. | 26% |
| K.J. Mallya, Company Secretary |
N.A. | 7% |
- There is no increase in the remuneration approved by Members. As reduction in remuneration was volunteered by him in the previous year, the remuneration paid during the year reflects an increase.
** Includes Gratuity and Leave encashment on retirement.
1.2 The percentage increase in the median remuneration of employees in the Financial Year:
The percentage increase in the median remuneration of employees in the Financial Year is 3%.
1.3 The number of permanent employees on the rolls of the Company as on March 31, 2022 - 1,476.
-
1.4 The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
-
Average percentage reduction in the salaries of employees other than the managerial personnel in the last financial year was 1% and the percentage increase in the managerial remuneration was at 87% (including Gratuity and Leave encashment to two of the retiring Managing Directors).
-
The Company’s total revenue was Rs. 4,662.31 crore for the year under review as compared to Rs. 3,347.38 crore in the previous year. Profit after tax was at Rs. 122.12 crore as compared to Rs. 46.00 crore for the previous year.
-
1.5 The key parameters for any variable component of remuneration availed by the directors:
-
There is no variable component of remuneration payable to the Directors.
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-
1.6 Affirmation that the remuneration is as per the remuneration policy of the company:
-
It is hereby affirmed that the remuneration to Managerial personnel is as per remuneration policy of the Company.
-
1.7 Details of top 10 or such employees in terms of remuneration drawn during the year, where employed throughout the financial year, in receipt of remuneration for the year which, in the aggregate, was not less that Rs. 1,02,00,000/- and where employed for any part of the year, at a rate which, in the aggregate, was not less than Rs. 8,50,000/- per month:
| Sr. No. |
Employee Name | Designation | Educational Qualifcations |
Age | Experi- ence in years |
Gross Remuneration in F.Y. 2021-22 (Rs. In crore) |
Previous Employment & Designation |
|---|---|---|---|---|---|---|---|
| (A) | Employed through-out theyear | ||||||
| 1 | Niraj Bajaj | Chairman & Managing Director |
B.Com., M.B.A. (Harvard Business School) |
67 | 41 | 1.27 | Executive Trainee - Bajaj Auto Limited |
| (B) | Employed for part of theyear | ||||||
| 2 | Rajesh V. Shah | Co-Chairman and Managing Director |
M.A. (Cambridge University), M.B.A. (California University), P.M.D.,(Harvard Business School) |
70 | 45 | 3.19 | Director, Virani Fasteners & Bolts Pvt Ltd. |
| 3 | Suketu V. Shah | Joint Managing Director |
B.Com., M.B.A.(Harvard Business School) |
67 | 40 | 3.12 | Executive Director Adonis Laboratories Pvt. Ltd. |
Except for the above, none of the employees, employed throughout the year were in receipt of remuneration of more than Rs.1.02 crore per annum and employed for part of the year, were in receipt of remuneration of not more than Rs.8.50 lacs per month.
The employees mentioned above have/had permanent contracts with the company.
Shri Rajesh V. Shah and Shri Suketu V. Shah are related to each other as brothers.
Apart from the above, none of the employees are neither relatives of any directors of the Company, nor hold 2% or more share of the paid-up equity share capital of the Company as per Clause (iii) of sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
On behalf of the Board of Directors,
Niraj Bajaj
Chairman & Managing Director DIN: 00028261
Mumbai, May 17, 2022.
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Annexure-10
Annexure to the Directors’ report
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022.
(PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 & RULE 9 OF THE COMPANIES APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL RULES, 2014)
To, The Members, MUKAND LIMITED Bajaj Bhavan, 226, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400021.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mukand Limited (hereinafter called “the company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2022 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022 according to the provisions of:
-
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
-
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
-
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
-
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
-
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -
-
a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
-
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
-
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable to the Company for the period under review)
-
e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,2021; (not applicable to the Company for the period under review)
-
f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,2021.; (not applicable to the Company for the period under review)
-
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
-
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
-
i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable to the Company for the period under review)
-
j) Securities and Exchange Board of India (Depositories and Participants) Regulations 2018;
OTHER APPLICABLE LAWS:
-
i. The Legal Metrology Act, 2009
-
ii. The Environment (Protection) Act, 1986 and the rules, notifications issued thereunder
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-
iii. The Water (Prevention and Control of Pollution) Act, 1974 and Water (Prevention and Control of Pollution) Rules, 1975
-
iv. The Air (Prevention and Control of Pollution) Act, 1981 and the rules and standards made thereunder
-
v. Hazardous Wastes (Management & Handling) Rules, 2008
-
vi. Factories Act, 1948 and allied State Laws
We have relied on the representations made by the Company, its Officers and Reports of the Statutory Auditor for the systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a Woman Director. The Changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minute book, and there was no dissenting members’ view in any of the meetings.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company had following events which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
- 1) The Board of directors in its meeting held on August 31, 2020 approved sale/transfer or otherwise disposal off in one or more tranches, over a period of 12 months, upto 2,12,08,729 (Two Crore Twelve Lakh Eight Thousand Seven Hundred Twenty Nine) equity shares of Rs. 10/- (Rupees Ten Only) of Mukand Sumi Special Steel Limited (“MSSSL”), a Joint Venture of the Company, constituting 51% (Fifty One Percent) of its equity share capital of MSSSL at a consideration of not less than INR 571.91 per share, aggregating to total consideration of not less than INR 1,212.95 crore. This was approved by the equity shareholders of the Company at its Annual General Meeting held on September 29, 2020. The Share Purchase Agreement has been executed on 5th November, 2020, amongst the Company, MSSSL and Jamnalal Sons Private Limited (JSPL), an entity belonging to promoter group of the Company & the buyer identified, for sale/transfer of upto 2,12,08,729 (Two Crore Twelve Lakh Eight Thousand Seven Hundred Twenty Nine) equity shares of Rs. 10/- (Rupees Ten Only) each, representing/constituting upto 51% (Fifty One Percent) of the equity share capital of MSSSL, held by ML and its nominees, to JSPL and its nominees.
Mukand Limited (ML) in the first tranche had sold /transferred 1,24,75,723 (One Crore Twenty Four Lakh Seventy Five Thousand Seven Hundred Twenty Three) equity shares of the Company, constituting 30% (Thirty Percent) of equity stake in the MSSSL, to JSPL on 31st December, 2020.
In the second and final tranche completed on April 30, 2021, JSPL purchased 87,33,006 (Eighty-Seven Lakhs Thirty-Three Thousand and Six) equity shares constituting 21% (Twenty One Percent) of the issued and paid up capital of MSSSL from the company for a consideration of ₹4,99,52,79,432/- (Indian Rupees Four Hundred Ninety Nine Crores Fifty Two Lakhs Seventy Nine Thousand Four Hundred and Thirty Two Only).
-
2) The Board of directors at its meeting held on November 11, 2021, have considered and approved the proposal of purchase of additional 1,33,77,000 (One Crore Thirty Three Lakh Seventy Seven Thousand) equity shares (49% of equity share capital) of Mukand Sumi Metal Processing Limited (MSMPL) by the company from Sumitomo Corporation, Japan (SC), on such terms and conditions as may be mutually agreed among the parties.
-
Post purchase, the company’s shareholding in MSMPL would increase from 51% (Fifty One Percent) to 100% (One Hundred Percent) and eventually MSMPL would become the wholly owned subsidiary of Mukand Limited.
-
3) 56,26,320 (Fifty-Six Lakhs Twenty-Six Thousand Three Hundred and Twenty) 0.01% Cumulative Redeemable Preference Shares (“CRPS”) of Rs.10/- (Rupees Ten Only) each, issued by the Company pursuant to the financial restructuring package approved by the Corporate Debt Restructuring (CDR) Cell in the year 2003, the 3rd, 4th and 5th(Final) instalment aggregating to Rs. 6/- (Rupees Six Only) per CRPS was redeemed by the Company.
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-
4) The Shah group comprising of the Rajesh V Shah family, the Suketu V Shah family, their respective HUFs, certain private limited companies and private trusts controlled and managed by the Shah family have, by an inter se transfer of shares between qualifying promoters, sold and transferred 2,34,25,628 (Two Crores Thirty-Four Lakhs Twenty-Five Thousand Six Hundred Twenty-Eight) shares constituting 16.57% of the shares in the equity share capital of the Company to Bajaj group companies.
-
5) During the financial year under review Company violated/Non-Complied with the requirements pertaining to appointment or continuation of non-executive director who has attained the age of seventy-five years. (Regulation 17(1A) of SEBI (LODR) Regulations, 2015 and was served with notice from BSE (Bombay Stock Exchange) and National Stock Exchange (NSE). The Company has paid the fine within the prescribed period and made an application for waiver, the outcome of the personal hearing is still awaited.
FOR ANANT B KHAMANKAR & CO.
Company Secretaries
ANANT B KHAMANKAR
FCS No. 3198 CP No. 1860 UDIN: F003198D000327775
Date: May 17, 2022 Place: Mumbai
63
MUKAND LIMITED
Directors’ Report
Annexure-11
Annexure to the Directors’ report
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022.
[PURSUANT TO SECTION 204(1) OF THE COMPANIES ACT, 2013 & RULE 9 OF THE COMPANIES APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL RULES, 2014]
To,
The Members, Mukand Sumi Metal Processing Limited Bajaj Bhavan, 3rd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 Maharashtra, India.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mukand Sumi Metal Processing Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2022 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022 according to the provisions of:
-
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
-
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
-
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
-
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, as applicable to the Company;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are not applicable to Mukand Sumi Metal Processing Limited as it is an unlisted public company:
-
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
-
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
-
The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
-
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
-
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
-
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
-
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
-
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
OTHER APPLICABLE LAWS:
-
a) Factories Act, 1948;
-
b) Industries (Development & Regulation) Act, 1951;
-
c) Labour Laws applicable in the State of Maharashtra;
-
d) Acts prescribed under prevention and control of pollution;
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-
e) Acts prescribed under environmental protection;
-
f) Trade Marks Act, 1999 & Copy right Act, 1957;
-
g) Acts as prescribed under Shop and Establishment Act of various local authorities
We have relied on the representations made by the Company, its Officers and Reports of the Statutory Auditor for the systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in accordance with the timeline stipulated under the Companies Act, 2013.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minute book, while the dissenting members’ views, if any, are captured and recorded as a part of the minutes.
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period there were no instances of:
- The Board of Directors in its meeting held on November 9, 2021, pursuant to Share Purchase Agreement executed between Mukand Sumi Metal Processing Limited (MSMPL), Mukand Limited (ML) and Sumitomo Corporation, Japan (SCJ) have approved transfer of 1,33,77,000 equity shares held in the Company (49% of equity share capital) by Sumitomo Corporation, Japan (Sumitomo) to Mukand Limited (ML).
FOR ANANT B KHAMANKAR & CO.
Company Secretaries
ANANT B KHAMANKAR
FCS No. 3198 CP No. 1860 UDIN : F003198D000327711
Date: May 16, 2022 Place: Mumbai
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Directors’ Report
MUKAND LIMITED
Annexure to Secretarial Auditors’ Report
Mukand Sumi Metal Processing Limited
Bajaj Bhavan, 3rd Floor, Jamnalal Bajaj Marg,
226, Nariman Point,Mumbai - 400 021
Maharashtra, India.
Our Secretarial Audit Report for the Financial Year ended March 31, 2022, of even date is to be read along with this letter.
Management’s Responsibility
- It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.
Auditor’s Responsibility
-
Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to the secretarial compliances.
-
We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion.
-
Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.
Disclaimer
-
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
-
We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
FOR ANANT B KHAMANKAR & CO.
ANANT KHAMANKAR
FCS No. 3198 CP No. 1860 UDIN : F003198D000327711
DATE : MAY 17, 2022 PLACE : MUMBAI
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Auditor’s Report
MUKAND LIMITED
Independent Auditor’s Report
To the Members of Mukand Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying standalone Ind AS financial statements of Mukand Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone Ind AS financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “standalone Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, of the state of affairs of the Company as at March 31, 2022, its profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone Ind AS financial statements.
Emphasis of Matter
We draw attention to the following matters in the notes to the standalone Ind AS financial statements:
-
Note 42(II) to the standalone Ind AS financial statements, which explains the management evaluation on the impact of COVID-19 pandemic situation on the operational and financial position of the Company which is further dependent upon the circumstances as they evolve in the subsequent period.
-
Note 12(b) to the standalone Ind AS financial statements, relating to exposures in Bombay Forging Limited (“BFL”) aggregating Rs.16.54 crores (net of ECL Provision) as at March 31, 2022. The management, barring any significant uncertainties in future, has considered the value of unencumbered fixed assets and current assets of BFL for the balance portion of exposures in BFL.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Appropriateness of estimation of cost to complete the project
The Company generates part of its revenue from long term construction / project related activity and contracts for supply / commissioning of plant and equipment which is accounted under the percentage of completion method (POC), which is the proportion of cost of work performed to-date, to the total estimated contract costs.
Determination of revenue requires estimation of total contract costs which is done based on the actual cost incurred till date and the cost required to be incurred to complete the projects. The estimation of cost to complete involves exercise of significant judgment by the management and assessment of project data, estimates related to future costs and assumptions.
This has been considered as a key audit matter given the involvement of management judgment and any variation may have consequential impact on the revenue recognised by the Company as per percentage of completion method.
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How our audit addressed the Key Audit Matter:
We have performed the following procedures among others:
-
a) Understood and evaluated the design and tested the operating effectiveness of controls around estimation of costs to complete the project including the review and approval of estimated project cost.
-
b) Verified the contracts on test check basis entered by the Company for the consideration and relevant terms and conditions relating to variations to the cost.
-
c) Obtained computation of estimated costs to complete the project and the percentage of project completion and verified the same against the contractual terms and the work orders placed with vendors.
-
d) Verified original invoices, purchase orders, receipts, etc. for the actual costs incurred upto the year end date on test check basis.
-
e) Discussed the status of the projects with the Company’s project management team and evaluated the reasonableness of the estimates made by the management of costs to be incurred for completion of the respective projects.
-
f) Verified the revision in total cost of the contracts by comparing the management estimates revised during the current year with the estimate made in earlier years and obtained reasons for such revision including verification of correspondence with the vendors in case of renegotiation of prices with them and the approvals for the same.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors’ Report, but does not include the standalone Ind AS financial statements, consolidated Ind AS financial statements and our auditor’s report thereon
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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-
Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
-
(1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we report in “Annexure 1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
-
(2) As required by section 143(3) of the Act, we report that:
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
-
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
-
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;
-
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
-
e) On the basis of the written representations received from the directors as on March 31, 2022, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of section 164(2) of the Act;
-
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure 2”;
-
g) With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:
- In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;
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-
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
-
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 37 on Contingent Liabilities to the standalone Ind AS financial statements;
-
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
-
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;
-
iv. a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
-
b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
-
c) Based on the audit procedures that are considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
-
-
v. As stated in the standalone Ind AS financial statements:
-
a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in compliance with section 123 of the Act.
-
b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with section 123 of the Act.
-
For DHC & Co
Chartered Accountants
ICAI Firm Registration No.103525W
Atul Paliwal
Partner Membership No. 401969 UDIN: 22401969AJCMRJ8418 Place : Jaipur Date : May 17, 2022
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MUKAND LIMITED
ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT
[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section in the Independent Auditor’s Report of even date to the members of Mukand Limited (“the Company”) on the standalone Ind AS financial statements for the year ended March 31, 2022]
Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone Ind AS financial statements of the Company and taking into consideration the information, explanations and written representation given to us by the management and the books of account and other records examined by us in the normal course of audit, we report that:
-
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.
- (B) The Company has maintained proper records showing full particulars of Intangible Assets.
-
(b) During the year, the Property, Plant and Equipment of the Company have been physically verified by the management and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.
-
(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of lessee), disclosed in the standalone Ind AS financial statements are held in the name of the Company.
-
(d) The Company has not revalued its Property, Plant and Equipment and/or Intangible Assets during the year. Accordingly, reporting under clause (i)(d) of paragraph 3 of the Order is not applicable.
-
(e) No proceedings have been initiated or are pending against the Company as at March 31, 2022 for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
-
(ii) (a) The inventory (excluding material in transit) has been physically verified by the management during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancies of 10% or more in aggregate for each class of inventory were noticed on physical verification carried out during the year.
-
(b) The Company has been sanctioned working capital limits which is not in excess of Rs. 5 crore during the year, in aggregate from banks /or financial institutions, on the basis of security of current assets. Therefore, reporting under clause (ii)(b) of paragraph 3 of the Order is not applicable.
-
(iii) (a) During the year, the Company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to the following entities:
(Rs in crore)
| Sr. No. | Particular | Guarantees | Loans |
|---|---|---|---|
| 1 | Aggregate amount granted / provided during the year | ||
| a | Other related party | 50.18 | |
| b | Other party (including renewal of loans) | 17.61 | |
| 2 | Balance outstanding as at March 31, 2022 in respect of above cases | ||
| a | Other related party | 50.18 | |
| b | Otherparty | 17.61 |
-
(b) The investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advance in the nature of loan and guarantees provided by the Company during the year are not prejudicial to the interest of the Company.
-
(c) The schedule of repayment of principal and payment of interest in respect of the loans and advances in the nature of loans has been stipulated and the repayments or receipts during the year are regular as stipulated, except in the following instances where delay has been more than a year:
following instances where delay has been more than a |
year: |
||
|---|---|---|---|
| Name of the Entity | Nature | Amount | Due Date |
| A. M. Realty Private Limited | Interest | 0.23 | Various |
| Aasman Trading Private Limited | Interest | 1.16 | Various |
| Rajesh Estates & Nirman Private Limited | Interest | 0.25 | Various |
| Rajhans Nutriments Private Limited | Interest | 3.33 | Various |
| Parinee Realty Private Limited | Interest | 2.41 | Various |
| Vijaygroup Housing Private Limited | Interest | 0.16 | Various |
| Vidyavihar Containers Ltd. | Interest | 0.01 | Various |
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- (d) In respect of the aforesaid loans and advances in the nature of loans, the details of amount which is overdue for more than ninety days are as below:
| No. of Cases | Principal Amount Overdue | Interest Overdue | Total Overdue |
|---|---|---|---|
| 7 | Nil | Rs. 7.56 crores | Rs. 7.56 crores |
- (e) In respect of following loans which were granted and had fallen due during the year, were renewed. Further, no fresh loans were granted to same parties to settle the existing overdue loans/advances in nature of loan:
| Name of the Parties | Aggregate amount of | % of the aggregate to the total loans |
|---|---|---|
| dues renewed or | granted (including renewed) | |
| extended (Rs. in | during the year | |
| crores) | ||
| A. M. RealtyPrivate Limited | 0.38 | 2.16% |
| Aasman TradingPrivate Limited | 0.44 | 2.50% |
| Parinee RealtyPrivate Limited | 1.30 | 7.38% |
| Rajhans Nutriments Private Limited | 15.39 | 87.39% |
| Vidyavihar Containers Ltd. | 0.10 | 0.57% |
- (f) The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.
Note: The above reporting under clauses (iii)(a) to (iii)(e) of paragraph 3 of the Order excludes loan given to Mukand Engineers Limited and Adore Traders and Realtors Private Limited as the Scheme of amalgamation between Adore Traders and Realtors Private Limited, a wholly owned subsidiary of Mukand Global Finance Limited (MGFL) with the parent company, followed by the amalgamation of MGFL and Mukand Engineers Limited with the Company has been approved by NCLT with effective from the appointed date April 1, 2019 (Refer Note no 41) of the standalone Ind AS financial statements.
-
(iv) The Company has complied with the provisions of sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
-
(v) In our opinion, the Company has complied with the directives issued by Reserve Bank of India, the provisions of sections 73 to 76 of the Act and the rules made there under with regard to the acceptance of deposits or amounts which are deemed to be deposits. Further, as informed, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits or amounts which are deemed to be deposits.
-
(vi) The maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Act and rules thereunder. We have broadly reviewed such records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
-
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective July 01, 2017, these statutory dues have been subsumed into Goods and Services Tax.
The Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Goods and Services tax (GST), provident fund, employees’ state insurance, income-tax, custom duty, cess and any other material statutory dues applicable to it, though there has been a slight delay in a few cases.
No undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, GST, customs duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.
- (b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, goods and service tax, customs duty, excise duty on account of any dispute, are as follows:
72
Auditor’s Report
MUKAND LIMITED
| Name of the statute | Nature of dues | Amount (Rs. in crore) |
Period to which the amount relates |
Forum where dispute is pending |
|---|---|---|---|---|
| Income Tax Act | Income Tax | 0.682 | 1992-93 | High Court |
| Income Tax Act | Income Tax | 0.594 | 1996-97 | Assessing Ofcer |
| Income Tax Act | Income Tax | 0.313 | 1997-98 | High Court |
| Wealth Tax Act | Wealth Tax | 0.352 | 1998-99 | High Court |
| Sales Tax | Local Sales Tax, Central Sales Tax |
0.018 | 1988-89, | Tribunal |
| Sales Tax | Local Sales Tax, Central Sales Tax |
0.021 | 1989-90, 1990-91, 1991-92, 1996-97, 1998-99 |
Deputy Commissioner Appeal |
| Sales Tax | Local Sales Tax, Central Sales Tax |
0.009 | 2012-13 | Commercial Tax Tribunal |
| UP Trade Tax | UP Trade Tax | 0.043* | 2001-02 | Additional Commissioner (Appeal) |
| Trade Tax and Entry Tax | UP Trade Tax and Entry Tax |
0.074* | 2001-02 | High Court |
| Entry Tax | Entry Tax | 0.109 | 2002-03 | Additional Commissioner (Appeal) |
| UP Trade Tax | UP Trade Tax | 0.538* | 2004-05 | Tribunal |
| UP Trade Tax | UP Trade Tax | 0.440* | 2005-06 | Tribunal |
| UP Trade Tax | UP Trade Tax | 0.195* | 2006-07 | Additional Commissioner (Appeal) |
| UP Trade Tax | UP Trade Tax | 0.303* | 2007-08 | Additional Commissioner (Appeal) |
*Net of amount deposited i.e. demand has been paid under protest.
-
(viii) We have not come across any transaction which were previously not recorded in the books of account of the Company that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
-
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
-
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
-
(c) The Company did not obtain any money by way of term loans during the year. Accordingly, reporting under clause (ix) (c) of paragraph 3 of the Order is not applicable.
-
(d) On an overall examination of the standalone Ind AS financial statements of the Company, no funds raised on shortterm basis have, been used for long-term purposes by the Company.
-
(e) On an overall examination of the standalone Ind AS financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures as defined under the Act.
-
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, as defined under the Act.
-
(x) (a) The Company has not raised money by way of initial public issue offer / further public offer (including debt instruments) during the year. Therefore, reporting under clause (x)(a) of paragraph 3 of the Order is not applicable.
-
(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. However the Company has called and received balance call of Rs. 6/- per share on 8% Cumulative Redeemable Preference Shares (CRPS) issued on private placement basis in FY 2019-20 and in our opinion, the amount called have been used for the purposes for which the funds were called.
-
(xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company nor any fraud on the Company has been noticed or reported during the year, nor have we been informed of any such instance by the management.
73
Auditor’s Report
MUKAND LIMITED
-
(b) No report under section 143(12) of the Act has been filed with the Central Government by the auditors of the Company in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, during the year or upto the date of this report.
-
(c) There are no whistle blower complaints received by the Company during the year and upto the date of this report.
-
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, reporting under clause (xii) of paragraph 3 of the Order is not applicable.
-
(xiii) All transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and the details have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.
-
(xiv) (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
-
(b) We have considered the Internal Audit Reports of the Company issued till date, for the period under audit.
-
(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with them during the year and hence, provisions of section 192 of the Act are not applicable to the Company.
-
(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, reporting under clause (xvi)(a) and (b) of paragraph 3 of the Order are not applicable.
-
(b) The Company is not a Core Investment Company (CIC) as defined in Core Investment Companies (Reserve Bank) Directions, 2016 (“Directions”) by the Reserve Bank of India. Accordingly, reporting under clause (xvi)(c) and (d) of paragraph 3 of the Order are not applicable.
-
(c) As informed by the Company, the Group to which the Company belongs has Seventeen (17) CIC as part of the Group (including the CICs exempt from registration and CICs not registered).
-
(xvii) The Company has not incurred cash losses in the current and the immediately preceding financial year.
-
(xviii) There has been no resignation of the statutory auditors during the year and accordingly, reporting under clause (xviii) of paragraph 3 of the Order is not applicable.
-
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone Ind AS financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which cause us to believe that any material uncertainty exists as on the date of this audit report and that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
-
(xx) The provisions of section 135 of the Act are not applicable to the Company. Hence, reporting under clause (xx) of paragraph 3 of the Order is not applicable.
-
(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.
For DHC & Co Chartered Accountants
ICAI Firm Registration No.103525W
Atul Paliwal
Partner Membership No. 401969 UDIN: 22401969AJCMRJ8418
Place : Jaipur Date : May 17, 2022
74
Auditor’s Report
MUKAND LIMITED
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT
[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section in our Independent Auditor’s Report of even date to the members of Mukand Limited on the standalone Ind AS financial statements for the year ended March 31, 2022]
Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to financial statements of Mukand Limited (“the Company”) as of March 31, 2022 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference
to financial statements and their operating effectiveness.
Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Meaning of Internal Financial Controls with reference to Financial Statements
A company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2022, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI.
For DHC & Co
Chartered Accountants ICAI Firm Registration No.103525W
Atul Paliwal
Partner Membership No. 401969 UDIN: 22401969AJCMRJ8418
Place : Jaipur Date : May 17, 2022
75
Balance Sheet
MUKAND LIMITED
Balance Sheet as at 31st March, 2022
| Balance Sheet as at 31st March, 2022 | |||
|---|---|---|---|
| Particulars Note No. |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
| I ASSETS (A) Non-current Assets (1) Property Plant & Equipment, Capital Work-in-Progress, Intangible Assets & Right of Use Assets 3 (a) Property Plant & Equipment (b) Capital work-in-progress (c) Intangible assets (d) Right of Use Assets (2) Financial Assets (a) Investments 4.A (b) Other Financial Assets 5 (3) Deferred Tax Assets (net) 6 (4) Income Tax Assets 7 (5) Other non-current assets 8 Total (A) (B) Current Assets (1) Inventories 9 (2) Financial Assets (a) Investments 4.B (b) Trade receivables 10 (c) Cash & Cash Equivalents and Other Bank Balances 11 (i) Cash & Cash Equivalents 11.1 (ii) Bank Balances other than (i) above 11.2 (d) Loans 12 (e) Other Financial Assets 13 Total (2) (3) Other Current Assets 14 Total (B) (C) Assets Held for Sale 15 Total - Assets II EQUITY AND LIABILITIES II.1 Equity (a) Share Capital 16 (b) Other Equity 17 II.2 Liabilities (A) Non Current Liabilities (1) Financial Liabilities (a) Borrowings 18 (b) Other Financial Liabilities 19 Total (1) (2) Provisions 20 (3) Deferred Tax Liabilities (net) 6 Total (A) (B) Current Liabilities (1) Financial Liabilities (a) Borrowings 21 (b) Trade payables Dues to Micro Enterprises and Small Enterprises Other than to Micro Enterprises and Small Enterprises 22 (c) Other Financial Liabilities 23 Total (1) (2) Other Current Liabilities 24 (3) Provisions 25 Total (B) Total Equity & Liabilities Statement of Signifcant Accounting Policies adopted by the Company and Notes forming part of the Financial Statements 1 to 50 |
424.47 26.13 6.94 15.31 |
||
| 461.39 | |||
| 31.61 | |||
| 4.67 | |||
| 15.12 | |||
| 512.79 | 472.85 205.67 23.04 |
||
| 205.63 | |||
| 25.23 | |||
| 230.86 | 228.71 - 23.25 40.24 |
||
| 6.17 | |||
| 36.07 | |||
| 42.34 | |||
| 828.23 | 765.05 |
||
1,111.11 509.61 516.61 19.85 16.14 |
|||
| 1,441.59 | |||
| 1.06 | |||
| 480.41 | |||
| 40.78 | |||
| 167.46 | |||
| 208.24 | 35.99 147.26 158.60 |
||
| 131.61 | |||
| 148.98 | |||
| 970.30 | 1,368.07 132.47 |
||
| 193.33 | |||
| 2,605.22 | 2,611.65 |
||
| 107.85 | - |
||
| 3,541.30 | 3,376.70 |
||
| 141.42 755.91 |
|||
| 141.42 | |||
| 861.58 | |||
| 1,003.00 | 897.33 1,735.41 0.25 |
||
| 691.63 | |||
| 0.25 | |||
| 691.88 | 1,735.66 37.41 10.97 |
||
| 37.52 | |||
| - | |||
| 729.40 | 1,784.04 |
||
| 85.79 17.56 410.68 |
|||
| 1,072.71 | |||
| 13.11 | |||
| 482.38 | |||
| 495.49 | 428.24 35.37 |
||
| 18.60 | |||
| 1,586.80 | 549.40 135.06 10.87 |
||
| 211.96 | |||
| 10.14 | |||
| 1,808.90 | 695.33 |
||
| 3,541.30 | 3,376.70 |
||
As per our attached report of even date
For and on behalf of the Board of Directors
For DHC & Co.
Chartered Accountants ICAI FR No. 103525W
R Sankaran
Niraj Bajaj
Chairman & Managing Director Director DIN : 00028261 DIN : 00381139
Atul Paliwal
Partner
Membership No. 401969 Jaipur, May 17, 2022
A M Kulkarni
Chief Executive Officer Mumbai, May 17, 2022
Umesh V Joshi Rajendra Sawant Chief Financial Officer Company Secretary
76
Statement of Profit and LossAuditor’s Report
MUKAND LIMITED
Statement of Profit and Loss for the Year Ended 31st March, 2022
| Particulars Note No. |
2021-22 Rs. in crore |
2020-21 Rs. in crore |
|
|---|---|---|---|
| I Revenue from Operations 26 II Other Income 27 III Total Income (I) + (II) IV Expenses (a) Cost of Materials Consumed 28 (b) Purchase of Stock in Trade (c) Changes in inventories of Finished Goods and Work-in-Progress / Contracts in Progress & Stock-in Trade 29 (d) Employee benefts expense 30 (e) Finance costs 31 (f) Depreciation and amortization expense 3 (g) Other expenses 32 (h) Expenditure transferred to Capital Accounts / Capital Work-in-Progress Total Expenses V Proft before tax (III) - (IV) VI Tax Expense: 33 (a) Excess / (Short) Provision of Tax of earlier years (b) Deferred Tax (Charge) / Credit MAT credit entitlement reversed Deferred Tax Deferred Tax (Charge) / Credit VII Proft / (Loss) for the year VIII Other Comprehensive income (net of tax) 34 Items that will not be reclassifed to Proft or loss Deferred tax IX Total Comprehensive Income for the year Basic and diluted earnings per share (in Rs.) 35 Statement of Signifcant Accounting Policies adopted by the Company and Notes forming part of the Financial Statements 1 to 50 |
4,623.19 | 2,680.70 666.68 |
|
| 39.12 | |||
| 4,662.31 | 3,347.38 |
||
1,581.16 1.00 249.20 188.74 307.02 68.52 865.21 (1.26) |
|||
| 3,104.27 | |||
| 2.47 | |||
| (211.51) | |||
| 190.31 | |||
| 132.04 | |||
| 44.78 | |||
| 1,300.57 | |||
| (6.32) | |||
| 4,556.61 | 3,259.59 |
||
| 105.70 | 87.79 (10.57) (37.89) 6.67 |
||
| - | |||
| - | |||
| 16.42 | |||
| 16.42 | (31.22) |
||
| 122.12 | 46.00 (7.79) 2.07 |
||
| (3.04) | |||
| 0.72 | |||
| (2.32) | (5.72) | ||
| 119.80 | 40.28 |
||
| 8.64 | 3.25 |
||
As per our attached report of even date
For and on behalf of the Board of Directors
For DHC & Co.
Chartered Accountants Niraj Bajaj R Sankaran ICAI FR No. 103525W Chairman & Managing Director Director DIN : 00028261 DIN : 00381139 Atul Paliwal A M Kulkarni Umesh V Joshi Rajendra Sawant Partner Chief Executive Officer Chief Financial Officer Company Secretary Membership No. 401969 Mumbai, May 17, 2022
Partner Membership No. 401969 Jaipur, May 17, 2022
77
Statement of Changes in EquityAuditor’s ReportNotes (contd)
MUKAND LIMITED
Statement of Changes in Equity
| Rs. in crore | |||
|---|---|---|---|
| A | Equity Share Capital | 31-Mar-22 | 31-Mar-21 |
| As at end of the year | 141.42 | 141.42 | |
| As at beginningof theyear | 141.42 | 141.42 |
There are no changes in Equity Share Capital due to prior period errors.
Rs. in crore
| B | Other Equity | Capital Reserve* |
Capital Redemption Reserve |
Securities Premium |
General Reserve |
Retained Earnings |
Equity Instruments through Other |
Remeasurement of defned beneft |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Comprehensive | obligations | |||||||||
| Income | ||||||||||
| 1 | As at | 31-Mar-21 | 3.00 | 100.22 | 234.78 | 138.46 | 275.04 | 4.41 | 755.91 | |
| 2 | Inter Other Equity Movement | - | - | - | - | 295.81 | (295.81) | - | - | |
| 3 | Equity Dividends | - | - | - | - | (14.14) | - | - | (14.14) | |
| 4 | Total Comprehensive Income for the year | - | - | - | - | 122.12 | (0.76) | (1.55) | 119.81 | |
| 5 | As at | 31-Mar-22 | 3.00 | 100.22 | 234.78 | 542.25 | (21.53) | 2.86 | 861.58 | |
| 1 | As at | 31-Mar-20 | 3.00 | 100.23 | 234.78 | (300.90) | 670.80 | 7.69 | 715.60 | |
| 2 | Inter Other Equity Movement | - | - | - | - | 393.36 | (393.36) | - | - | |
| 3 | Total Comprehensive Income for the year | - | - | (0.01) | - | 46.00 | (2.40) | (3.28) | 40.31 | |
| 4 | As at | 31-Mar-21 | 3.00 | 100.22 | 234.78 | 138.46 | 275.04 | 4.41 | 755.91 |
*Capital Reserve is Rs. 47,439/- (Previous year Rs. 47,439/-)
There are no changes in Other Equity due to prior period errors
As per our attached report of even date For DHC & Co. Chartered Accountants ICAI FR No. 103525W
For and on behalf of the Board of Directors
Niraj Bajaj R Sankaran Chairman & Managing Director Director DIN : 00028261 DIN : 00381139
Atul Paliwal
Partner Membership No. 401969 Jaipur, May 17, 2022
A M Kulkarni
Chief Executive Officer Mumbai, May 17, 2022
Umesh V Joshi Rajendra Sawant Chief Financial Officer Company Secretary
78
Cash Flow StatAuditor’s Reportment
MUKAND LIMITED
Cash Flow Statement For The Year Ended 31st March,2022
| Rs. in crore | ||||
|---|---|---|---|---|
| 2021-22 | 2021-22 | 2020-21 | 2020-21 | |
| A Cash Flow arising from Operating Activities Proft / (Loss) before Tax & Exceptional items Add back : (1) Depreciation (2) Other Non-cash Expenditure/(Income) -(net) (3) Interest / Lease Charges (net) (4) Actuarial Gain on defned beneft obligations Deduct : (1) Investment Income (2) Surplus/(Loss) on sale of assets -(net) Operating Proft before Working Capital changes Adjustments for Working Capital Changes (1) (Increase)/Decrease in Trade Receivables (2) (Increase)/Decrease in Other Non Current Financial Assets (3) (Increase)/Decrease in Other Non Current Assets (4) (Increase)/Decrease in Short Term Loans (5) (Increase)/Decrease in Current Financial Assets Others (6) (Increase)/Decrease in Other Current Assets (7) (Increase)/Decrease in Unpaid Dividend, Margin Money & Deposits (8) (Increase)/Decrease in Inventories (9) Increase/(Decrease) in Trade Payables (10) Increase/(Decrease) in Current Financial Liabilities Others (11) Increase/(Decrease) in Other Current Liabilities (12)Increase/(Decrease) in Non Current Financial Liabilities Others Net Working Capital changes Cash Flow from Operations Less : Direct taxes paid (net of refunds) Add : Exceptional items Net Cash Infow/(Outfow) from Operating Activities B Cash Flow arising from Investing Activities Infow (1) Sale of Fixed Assets (2) Dividends received (3) Decrease in Loans to Subsidiaries and Other Companies (4) Sale of Investments Deduct Outfow (1) Acquisition of Fixed Assets Net Cash Infow/(Outfow) from Investing Activities |
68.52 2.57 279.38 (4.43) |
87.79 346.04 |
||
| 105.70 | ||||
| 44.78 | ||||
| (0.43) | ||||
| 116.93 | ||||
| (2.08) | ||||
| 159.20 | 6.60 626.28 |
|||
| 264.90 | 433.83 632.88 |
|||
| - | ||||
| 22.11 | ||||
| 22.11 | (104.94) (7.59) 26.77 (37.76) 30.30 8.97 49.92 256.35 (340.93) 16.43 22.39 0.25 |
|||
| 242.79 | (199.05) (79.84) |
|||
| 25.80 | ||||
| (2.19) | ||||
| (2.10) | ||||
| 15.65 | ||||
| 22.18 | ||||
| (60.89) | ||||
(151.27) |
||||
| (330.47) | ||||
| 67.37 | ||||
| (14.12) | ||||
| 76.90 | ||||
| - | ||||
| (353.14) | 646.41 6.60 0.10 714.81 |
|||
| (110.35) | (278.89) 16.75 |
|||
| (12.82) | ||||
| (123.17) | (262.14) - |
|||
| - | ||||
| (123.17) | (262.14) | |||
| 1,367.92 15.36 |
||||
| 24.58 | ||||
| - | ||||
| - | ||||
| 507.59 | ||||
| 532.17 | 15.36 | |||
| 194.62 | ||||
| 194.62 | ||||
| 337.55 | 1,352.56 |
79
Cash Flow StatAuditor’s Reportment
MUKAND LIMITED
Cash Flow Statement For The Year Ended 31st March,2022
| Rs. in crore | ||||
|---|---|---|---|---|
| 2021-22 | 2021-22 | 2020-21 | 2020-21 | |
| C Cash Flow arising from Financing Activities Infow (1) Proceeds from issue of Preference Share Capital Deduct Outfow (1) Decrease in Term Loans - (net) (2) Decrease in Working Capital Loans from Banks - (net) (3) Decrease in Unsecured Loans (4) Redemption of Preference Share Capital (5) Dividends paid (6) Interest / Lease charges - (net) (7) Payment towards Liability against Right of Use Assets Net Cash Infow / (Outfow) from Financing Activities Net Increase / (Decrease) in Cash/Cash Equivalents Add : Balance at the beginning of the year Cash/Cash Equivalents at the close of theyear(Refer Note 11.1) |
1.13 | 1.13 1,072.62 |
||
| 3.38 | ||||
| 3.38 | 253.46 358.85 106.66 1.13 - 322.68 29.84 |
|||
| - | ||||
| 4.50 | ||||
| 53.01 | ||||
| 3.38 | ||||
| 14.09 | ||||
| 121.85 | ||||
| - | ||||
| 196.83 | ||||
| (193.45) | (1,071.49) | |||
| 20.93 | 18.93 0.92 |
|||
| 19.85 | ||||
| 40.78 | 19.85 |
Note : The above cash flow statement has been prepared under ‘Indirect Method’ as set out in Ind AS 7 - Statement of Cash Flows
As per our attached report of even date
For DHC & Co. Chartered Accountants ICAI FR No. 103525W
For and on behalf of the Board of Directors
Niraj Bajaj R Sankaran Chairman & Managing Director Director DIN : 00028261 DIN : 00381139
Atul Paliwal
Partner Membership No. 401969 Jaipur, May 17, 2022
A M Kulkarni Umesh V Joshi Rajendra Sawant Chief Executive Officer Chief Financial Officer Company Secretary Mumbai, May 17, 2022
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Notes Forming Part of Standalone Financial Statements
(1) Background of the Company
Mukand Limited (‘the Company’) is a public limited company, incorporated and domiciled in India which mainly deals in manufacture of special alloy steel / stainless steel, billets, bars, rods, wire rods, EOT cranes, material handling equipment and other industrial machinery and comprehensive engineering services. The registered office of the Company is located at Bajaj Bhawan, Jamnalal Bajaj Marg 226, Nariman Point, Mumbai. The Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).
The standalone financial statements for the year ended March 31, 2022 were approved by the Board of Directors and authorised for issue on May 17, 2022.
(2) Significant Accounting Policies followed by the Company
(a) Basis of preparation
- (i) These financial statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (‘Act’) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.
The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities:
-
i) Certain financial assets and liabilities that are measured at fair value
-
ii) Assets held for sale-measured at fair value less cost to sell
-
iii) Measurement of derivative financial instruments
-
iv) Defined benefit plans-plan assets measured at fair value
The financial statements are presented in Indian Rupees (Rs.) and all values are rounded to nearest crore, except when otherwise indicated.
The financial statements are presented in Indian Rupees (Rs.), which is Company’s functional and presentation currency.
(ii) Current versus Non-current classification
The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:
-
Expected to be realized or intended to be sold or consumed in normal operating cycle i.e. 12 months;
-
Held primarily for purpose of trading;
-
Expected to be realized within twelve months after the reporting period; or
-
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
-
It is expected to be settled in normal operating cycle i.e. 12 months;
-
It is held primarily for purpose of trading;
-
It is due to be settled within twelve months after the reporting period; or
-
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
(b) Property, plant and Equipment (PPE)
Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost less depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost includes its purchase price including non refundable taxes and duties after deducting trade discounts/rebates, directly attributable costs of bringing the asset to its present location and condition and initial estimate of costs of dismantling and removing the item and restoring the site on which it is located.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.
The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.
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Machinery spares, stand-by equipment and servicing equipment are recognised as property, plant and equipment when they meet the definition of property, plant and equipment. Otherwise, such items are classified as inventory.
Capital work- in- progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date.
Depreciation methods, estimated useful lives and residual value
Depreciation on property, plant & equipment has been provided on straight line method based on the useful life specified in Schedule II of the Companies Act, 2013 except for Continuous Process Plant where useful life is considered as 18 years as per technical evaluation. Depreciation commences when the assets are ready for their intended use. Depreciation in respect of assets used for long term engineering contracts is provided on the estimated useful life of the assets.
Assets costing less than Rs. 5,000/- are fully depreciated at the rate of 100% in the year of purchase.
The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Gains and losses on disposals are determined by comparing net disposal proceeds with carrying amount. These are included in the Statement of Profit and Loss.
(c) Intangible Assets
Intangible assets that are acquired by the Company, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the intangible asset.
Intangible Assets under Implementation includes cost of such assets under installation / under development as at the balance sheet date.
Amortisation
Intangible assets are amortised on straight line basis over the estimated useful life. The method of amortisation and useful life is reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis.
Useful life of 3 years is considered for amortisation of intangible assets - Computer Software.
Gains and losses on disposals are determined by comparing net disposal proceeds with carrying amount. These are included in the Statement of Profit and Loss.
(d) Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Company as a lessee
The Company’s lease asset classes primarily consist of leases for land, office premises and machinery. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement date of the lease (i.e. the date the underlying asset is available for use), the Company recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives received. They are subsequently measured at cost less accumulated depreciation and impairment losses. ROU assets are depreciated from the commencement date on a straight-line basis over the lease term. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
At the commencement date of the lease, the Company recognises lease liability measured at the present value of lease payments to be made over the lease term.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate. After the
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commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will exercise an extension or a termination option.
Lease Liability and ROU assets have been separately presented in the balance sheet and lease payments have been classified as financing cash flows.
Company as a lessor
Leases for which the Company is a lessor is classified as finance or operating lease. Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
(e) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use. Other borrowing costs are expensed in the period in which they are incurred.
Transaction costs relating to borrowings are considered under effective interest rate method.
(f) Impairment of Non-financial assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation/amortisation is provided on the revised carrying amount of the asset over its remaining useful life.
(g) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(I) Financial Assets
Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument. The Company classifies its financial assets in the following measurement categories:
-
those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
-
those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial assets and contractual terms of the cash flows.
Initial Recognition & Measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
-
Debt instruments at fair value through profit or loss (FVTPL)
-
Debt instruments at fair value through other comprehensive income (FVTOCI)
-
Debt instruments at amortised cost
-
Equity instruments at fair value (either through profit or loss or through other comprehensive income, if
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designated).
Where assets are measured at fair value, gains and losses are either recognised entirely in the statement of profit and loss (i.e. fair value through profit or loss), or recognised in other comprehensive income (i.e. fair value through other comprehensive income). For investment in debt instruments, this will depend on the business model in which the investment is held. For investment in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for equity instruments at FVTOCI.
Debt instruments at amortised cost
A Debt instrument is measured at amortised cost if both the following conditions are met:
-
a) Business Model Test: The objective is to hold the debt instrument to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value changes).
-
b) Cash flow characteristics test: The contractual terms of the debt instrument give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
-
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of EIR. EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset.
Debt instruments at fair value through OCI
A Debt instrument is measured at fair value through other comprehensive income if following conditions are met:
-
a) Business Model Test: The objective of financial instrument is achieved by both collecting contractual cash flows and for selling financial assets.
-
b) Cash flow characteristics test: The contractual terms of the debt instrument give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
-
Debt instrument included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI), except for the recognition of interest income, impairment gains or losses and foreign exchange gains or losses which are recognised in statement of profit and loss. On derecognition of asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to statement of profit and loss. Interest earned whilst holding FVTOCI financial asset is reported as interest income using the EIR method.
Debt instruments at FVTPL
FVTPL is a residual category for financial instruments. Any financial instrument which does not meet the criteria for amortised cost or FVTOCI is classified as at FVTPL. A gain or loss on a Debt instrument that is subsequently measured at FVTPL and is not a part of a hedging relationship is recognised in the statement of profit and loss and presented net in the Statement of Profit and Loss within other gains or losses in the period in which it arises. Interest income from these debt instruments is included in other income.
Equity Instruments
For all equity instruments, the Company may make an irrevocable election to present in other comprehensive income all subsequent changes in the fair value. The Company makes such election on an instrument-byinstrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.
Preference Instruments are stated at amortised costs.
Derecognition of financial assets
The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the assets and an associated liability for amounts it may have to pay.
If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
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Impairment of financial assets
Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income.
The Company recognises life time expected credit losses for all trade receivables that do not constitute a financing transaction. For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition.
(II) Equity & Financial Liabilities
Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
(i) Equity Instruments:
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
(ii) Financial liabilities:
Initial recognition and measurement:
Financial liabilities are initially recognised at fair value plus any transaction costs that are attributable to the acquisition of the financial liabilities except financial liabilities at FVTPL which are initially measured at fair value.
Subsequent measurement:
The financial liabilities are classified for subsequent measurement into following categories:
-
At amortised cost
-
At fair value through profit or loss (FVTPL)
Financial liabilities at amortised cost:
The Company classifies the following under amortised cost:
-
Borrowings from banks
-
Borrowings from others
-
Trade payables
-
Lease Deposits
-
Lease Liability
Amortised cost for financial liabilities represents amount at which financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount.
Financial liabilities at fair value through profit or loss:
Financial liabilities held for trading are measured at FVTPL.
Financial liabilities at FVTPL are stated at fair value with any gains or losses arising on remeasurement, recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses’ line item.
Derecognition of financial liabilities:
A financial liability is removed from the balance sheet when the obligation is discharged, or is cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
(III) Financial guarantees contracts:
Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS109 and the amount recognised less cumulative amortisation.
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(IV) Derivative financial instruments
Derivative financial instruments such as forward contracts are taken by the Company to hedge its foreign currency risks, are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value with changes in fair value recognised in the Statement of Profit and Loss in the period when they arise (other than in case of hedge accounting).
(V) Offsetting of financial instruments
Financials assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
(h) Fair value measurement:
The Company measures financial instruments, such as, certain investments and derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
In the principal market for the asset or liability, or
-
In the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
-
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
-
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
-
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
(i) Inventories
Inventories are stated at the lower of cost and net realisable value. Costs comprise direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. The cost formulae used for determination of cost is ‘First in First Out’ for raw materials and ‘Weighted Average Cost’ for stores and spares.
Machinery spares, stand-by equipment and servicing equipment are recognised as inventory when the useful life is less than one year and the same are charged to the Statement of Profit and Loss as and when issued for consumption.
(j) Taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The Company’s liability for current tax is calculated using the Indian tax rates and laws that have been enacted by the reporting date. The Company periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretations and provisions where appropriate.
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, only if, it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the statement of profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
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(k) Provisions and Contingencies
Provisions
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with that contract.
Contingent liabilities & contingent assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
Contingent assets are not recognized in the financial statements. If the inflow of economic benefits is probable, then
it is disclosed in the financial statements.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
(l) Employee Benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefit obligations
The liabilities for compensated absences that are not expected to be settled wholly within 12 months are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have any unconditional right to defer settlement for at least 12 months after the end of the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Company operates the following post-employment schemes:
-
(a) defined benefit plans such as gratuity and
-
(b) defined contribution plans such as superannuation scheme, provident fund.
Gratuity Obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income.
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Notes
MUKAND LIMITED
Defined Contribution plans
Defined Contribution Plans such as superannuation scheme, provident fund are charged to the statement of profit and loss as an expense, when an employee renders the related services. If the contribution payable to scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset.
(m) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operational decision maker monitors the operating results of its business Segments separately for the purpose of making decision about the resources allocation and performance assessment. Segment performance is evaluated based on the profit or loss and is measured consistently with profit or loss in the financial statements. The operating segments have been identified on the basis of the nature of products/ services.
(n) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(o) Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
(p) Earnings per share
Basic earnings per share
Basic earnings per share are calculated by dividing:
-
the profit attributable to owners of the Company
-
by the weighted average number of equity shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
-
the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
-
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(q) Non-current assets held for sale
The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Such non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Any expected loss is recognised immediately in the Statement of Profit and Loss.
The criteria for “held for sale” classification is regarded as met only when the sale is highly probable i.e. an active program to locate a buyer to complete the plan has been initiated and the asset is available for immediate sale in its present condition and the assets must have actively marketed for sale at a price that is reasonable in relation to its current fair value. Actions required to complete the sale should indicate that it is unlikely that significant changes to that plan to sale these assets will be made. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. Assets and liabilities classified as held for sale are presented separately as current items in the balance sheet.
(r) Dividend distribution to equity shareholders
Dividend distributed to Equity shareholders is recognised as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid.
Final dividend on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.
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(s) Foreign currencies
The financial statements are presented in Indian rupee (Rs.), which is Company’s functional and presentation currency.
Transactions in foreign currencies are recognised at the prevailing exchange rates on the transaction dates. Realised gains and losses on settlement of foreign currency transactions are recognised in the statement of profit and loss.
Monetary foreign currency assets and liabilities at the year-end are translated at the year-end exchange rates and the resultant exchange differences are recognised in the statement of profit and loss.
(t) Revenue Recognition
The Company mainly deals in manufacture of special alloy steel/ stainless steel, billets, bars, rods, wire rods, EOT cranes, material handling equipment and other industrial machinery and rendering of comprehensive engineering services. Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which Company expects to receive in exchange for those products or services.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government.
Revenue from sale of products and services is recognised at a time when the performance obligation is satisfied except Revenue from Engineering Contracts where in revenue is recognized over the time from the financial year in which the agreement to sell (containing salient terms of agreement to sell) is executed. The period over which revenue is recognised is based on entity’s right to payment for performance completed.
In determining whether Company has right to payment, the Company shall consider whether it would have an enforceable right to demand or retain payment for performance completed to date if the contract were to be terminated before completion for reasons other than Company’s failure to perform as per the terms of the contract.
The revenue recognition of Engineering Contracts under progress requires forecasts to be made of total budgeted costs with the outcomes of underlying contracts, which further require assessments and judgements to be made on changes in scope of work and other payments to the extent they are probable and they are capable of being reliably measured. However, where the total project cost is estimated to exceed total revenues from the project, the loss is recognized immediately in the Statement of Profit and Loss.
Revenue from Engineering Contracts where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage of completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Revenues in excess of invoicing are classified as contract assets (which is referred to as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which is referred to as unearned revenues). The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period.
Engineering Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation or transaction price of an existing obligation could undergo a change. In the event, transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:
-
The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; or
-
The Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
-
The Company’s performance does not create an asset with an alternative use to the Company and Company has an enforceable right to payment for performance completed to date.
In case of performance obligations, where any of the above conditions is not met, revenue is recognised at the point in time at which the performance obligation is satisfied.
Export incentives:
Export Incentives under various schemes are accounted in the year of export.
Interest Income:
Interest income accrues on a time proportion basis, by reference to the principal outstanding and the effective interest rate applicable.
Dividend Income:
Dividend income from investments is recognised when the shareholder’s right to receive the payment has been established.
89
Notes
MUKAND LIMITED
(u) Exceptional Items:
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. These are material items of income or expense that have to be shown separately due to the significance of their nature or amount.
(v) Events after the reporting period:
Adjusting events are events that provide further evidence of conditions that existed at the end of the reporting period. The financial statements are adjusted for such events before authorisation for issue.
Non-adjusting events are events that are indicative of conditions that arose after the end of the reporting period. Nonadjusting events after the reporting date are not accounted but disclosed.
(w) Significant accounting estimates, judgements and assumptions:
The preparation of the Company’s financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected.
In the process of applying the Company’s accounting policies, management has made the following judgements which have significant effect on the amounts recognised in the financial statements:
i. Useful lives of property, plant and equipment:
Determination of the estimated useful life of tangible assets and the assessment as to which components of the cost may be capitalised. Useful life of tangible assets is based on the life specified in Schedule II of the Act and also as per management estimate for certain category of assets. Assumption also needs to be made, when Company assesses, whether an asset may be capitalised and which components of the cost of the assets may be capitalised.
ii. Use of significant judgements in revenue recognition:
-
The Company’s contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables.
-
The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.
-
Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer.
-
Revenue from Engineering Contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation.
iii. Fair value measurement of financial instruments:
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of various inputs including liquidity risk, credit risk, volatility etc. Changes in assumptions/ judgements about these factors could affect the reported fair value of financial instruments.
iv. Defined benefit plan:
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation
90
Notes
MUKAND LIMITED
and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
v. Allowances for uncollected accounts receivables:
Trade receivables are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectable. Impairment is made on the expected credit loss model, which are the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about the risk of default and expected loss rates. Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.
vi. Allowance for inventories:
Management reviews the inventory age listing on a periodic basis. This review involves comparison of the carrying value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an allowance is required to be made in the financial statements for any obsolete and slow-moving items. Management satisfies itself that adequate allowance for obsolete and slow-moving inventories has been made in the financial statements.
vii. Impairment of non-financial assets:
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash Generating Units (CGU’s) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
viii. Contingencies:
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/ claim/ litigation against Company as it is not possible to predict the outcome of pending matters with accuracy.
ix. Leases:
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
x. Provision for income tax and deferred tax assets:
The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period.
(x) i. Recent Pronouncement:
The amendments to Schedule III of the Companies Act, 2013 are applicable from 01 April 2021. The Company has given effect of amendment by inclusion of the relevant disclosures under explanatory notes or by way of additional notes, wherever significant in nature.
91
Notes
MUKAND LIMITED
ii. Recent Indian Accounting Standards (Ind AS) issued not yet effective:
Ministry of Corporate Affairs (“MCA”) notified new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 23 March 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from 01 April, 2022, as below:
a Ind AS 103 – Reference to Conceptual Framework:
The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements.
b Ind AS 16 – Proceeds before intended use:
The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in statement of profit or loss. The Company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements.
c Ind AS 37 – Provisions, Contingent Liabilities and contingent assets:
The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after April1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not expected to be material.
d Ind AS 109 - Financial Instruments:
The amendment clarifies that while performing the ‘10 percent test’ for derecognition of a financial liability, for computing the discounted present value of the cash flows under the new terms, for determining fees paid net of fees received, a borrower should include only fees paid or received between borrower and lender, including fees paid or received by either the borrower or lender on the other‘s behalf. This amendment is under Annual Improvements to Ind AS (2021). The Company does not expect the above amendment/ improvement to have any significant impact on its standalone financial statements.
92
Notes
MUKAND LIMITED
| NET BLOCK | As at 31-Mar-22 |
75.33 1.81 72.30 309.34 1.17 0.70 0.74 |
461.39 | 31.61 | 4.67 | 4.67 | 15.12 - |
15.12 | 512.79 |
|---|---|---|---|---|---|---|---|---|---|
| ION | As at 31-Mar-22 |
- 12.01 114.20 944.53 3.33 3.91 0.98 |
1,078.96 | 4.53 | 4.53 | 0.56 - |
0.56 | 1,084.05 | |
| DEPRECIATION/AMORTISAT | Deductions/ Adjustments |
- - 2.64 0.55 0.59 0.29 2.83 |
6.90 | - | - | - 47.62 |
47.62 | 54.52 | |
| For the year |
- 1.00 4.74 35.85 0.23 0.18 0.21 |
42.21 | 2.38 | 2.38 | 0.19 - |
0.19 | 44.78 | ||
| As at 1-Apr-21 |
- 11.01 112.10 909.23 3.69 4.02 3.60 |
1,043.65 | 2.15 | 2.15 | 0.37 47.62 |
47.99 | 1,093.79 | ||
| As at 31-Mar-22 |
75.33 13.82 186.50 1,253.87 4.50 4.61 1.72 |
1,540.35 | 9.20 | 9.20 | 15.68 - |
15.68 | 1,565.23 | ||
| GROSS BLOCK | Deductions/ Adjustments |
0.39 - 5.39 0.59 0.99 0.41 3.68 |
11.45 | - | - | - 47.62 |
47.62 | 59.07 | |
| Additions/ Adjustments |
63.49 - 5.24 14.56 0.09 0.20 0.10 |
83.68 | 0.11 | 0.11 | - - |
- | 83.79 | ||
| As at 1-Apr-21 |
12.23 13.82 186.65 1,239.90 5.40 4.82 5.30 |
1,468.12 | 9.09 | 9.09 | 15.68 47.62 |
63.30 | 1,540.51 | ||
| PARTICULARS | i) Property Plant & Equipment Freehold Land Railway Siding Buildings and Roads Plant and Machinery Furniture, Fixtures, etc. Ofce Machinery Vehicles |
Total (i) | ii) Capital Work-in-Progress, expenditure upto date |
iii) Intangible Assets- Software |
Total (iii) | iv) Right of use Leasehold Land (Refer Note No. 42) Plant & Machinery (Refer Note No. 42) |
Total (iv) | Total (i) to (iv) |
93
Notes
MUKAND LIMITED
| NET BLOCK | As at 31-Mar-21 |
12.23 2.81 74.55 330.67 1.71 0.80 1.70 |
424.47 | 26.13 | 6.94 | 6.94 | 15.31 - |
15.31 | 472.85 |
|---|---|---|---|---|---|---|---|---|---|
| DEPRECIATION/AMORTISATION | As at 31-Mar-21 |
- 11.01 112.10 909.23 3.69 4.02 3.60 |
1,043.65 | 2.15 | 2.15 | 0.37 47.62 |
47.99 | 1,093.79 | |
| Deductions/ Adjustments |
- - 4.15 4.32 0.05 0.02 0.01 |
8.55 | - | - | 0.29 - |
0.29 | 8.84 | ||
| For the year |
- 1.00 5.28 36.71 0.24 0.25 0.31 |
43.79 | 0.59 | 0.59 | 0.33 23.81 |
24.14 | 68.52 | ||
| As at 1-Apr-20 |
- 10.01 110.97 876.84 3.50 3.79 3.30 |
1,008.41 | 1.56 | 1.56 | 0.33 23.81 |
24.14 | 1,034.11 | ||
| GROSS BLOCK | As at 31-Mar-21 |
12.23 13.82 186.65 1,239.90 5.40 4.82 5.30 |
1,468.12 | 9.09 | 9.09 | 15.68 47.62 |
63.30 | 1,540.51 | |
| Deductions/ Adjustments |
0.01 - 14.12 4.99 0.10 0.04 0.01 |
19.27 | - | - | 9.70 - |
9.70 | 28.97 | ||
| Additions/ Adjustments |
3.08 - 0.67 7.97 0.28 0.09 0.29 |
12.38 | 7.45 | 7.45 | - | 19.83 | |||
| As at 1-Apr-20 |
9.16 13.82 200.10 1,236.92 5.22 4.77 5.02 |
1,475.01 | 1.64 | 1.64 | 25.38 47.62 |
73.00 | 1,549.65 | ||
| Particulars | i) Property Plant & Equipment Freehold Land Railway Siding Buildings and Roads Plant and Machinery Furniture, Fixtures, etc. Ofce Machinery Vehicles |
Total (i) | ii) Capital Work-in-Progress, expenditure upto date |
iii) Intangible Assets- Software |
Total (iii) | iv) Right of use Leasehold Land (Refer Note No. 42) Plant & Machinery (Refer Note No. 42) |
Total (iv) | Total (i) to (iv) |
94
Notes
MUKAND LIMITED
(3) Property Plant & Equipment, Capital Work-in-Progress & Intangible Assets
I) CWIP Ageing
a Ageing of CWIP as on 31st March 2022
| Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | |
|---|---|---|---|---|---|---|
| CWIP | Amount in CWIP for aperiod of | Total | ||||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
|||
| Projects in Progress | 12.71 | 3.11 | 0.39 | 1.80 | 18.01 | |
| Projects Temporarilysuspended | - | - | - | 13.60 | 13.60 | |
| Total | 12.71 | 3.11 | 0.39 | 15.40 | 31.61 | |
| Rs. in crore | ||||||
| Particulars | ||||||
| Projects which have exceeded their original timeline | 4.48 | |||||
| Projects which have exceeded their original budget | 1.80 |
b Details of Capital Work-in-Progress whose completion is overdue as compared to its original timeline as at 31st March 2022
March 2022 |
|||||
|---|---|---|---|---|---|
| Rs. in crore | |||||
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | 4.48 | - | - | - | 4.48 |
| Total - Projects in Progress | 4.48 | - | - | - | 4.48 |
c Details of Capital Work-in-Progress which has exceeded its cost compared to its original budget as at 31st March 2022
2022 |
|||||
|---|---|---|---|---|---|
| Rs. in crore | |||||
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | 1.80 | - | - | - | 1.80 |
| Total | 1.80 | - | - | - | 1.80 |
d Ageing of CWIP as on 31st March 2021
| Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | |
|---|---|---|---|---|---|---|
| CWIP | Amount in CWIP for aperiod of | Total | ||||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
|||
| Projects in Progress | 5.54 | 5.09 | 1.72 | 0.18 | 12.53 | |
| Projects Temporarilysuspended | - | - | - | 13.60 | 13.60 | |
| Total | 5.54 | 5.09 | 1.72 | 13.78 | 26.13 | |
| Rs. in crore | ||||||
| Particulars | ||||||
| Projects which have exceeded their original timeline | 4.15 | |||||
| Projects which have exceeded their original budget | 0.83 |
95
Notes
MUKAND LIMITED
- e Details of Capital Work-in-Progress whose completion is overdue as compared to its original timeline as at 31st March 2021
| Details of Capital Work-in-Progress 31st March 2021 |
whose completion is overdue as compared to its original timeline as at | whose completion is overdue as compared to its original timeline as at | whose completion is overdue as compared to its original timeline as at | whose completion is overdue as compared to its original timeline as at | whose completion is overdue as compared to its original timeline as at |
|---|---|---|---|---|---|
| Rs. in crore | |||||
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | 4.15 | - | - | - | 4.15 |
| Total - Projects in Progress | 4.15 | - | - | - | 4.15 |
f Details of Capital Work-in-Progress which has exceeded its cost compared to its original budget as at 31st March 2021
Rs. in crore
| Rs. in crore | |||||
|---|---|---|---|---|---|
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | - | 0.83 | - | - | 0.83 |
| Total | - | 0.83 | - | - | 0.83 |
II) Other Notes
-
(i) Property, plant and equipment are free from any encumberances.
-
(ii) Refer Note No. 37(b) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
-
(iii) Gross Block of Buildings as at March 31, 2022 includes value of offices, residential flats and garages in co-operative societies/proposed co-operative societies/association of apartment owners aggregating Rs. 0.03 crore at cost (March 31, 2021 - Rs. 6.33 crore [including cost of shares in co-operative societies Rs. 500/- (March 31, 2021- Rs.7,000/-)].
-
(iv) Property Plant & Equipment include borrowing costs of Rs.0.42 crore capitalised during the year (March 31, 2021 Rs. 0.39 crore).
-
(v) Capital work in progress comprises of Property, Plant & Equipment under construction and pre-operative expenses & interest pending allocation.
-
(vi) The Company has not revalued any of its property, plant and equipment and its right of use assets.
-
(vii) The Company does not hold any Benami Property and does not have any proceedings initiated or pending for holding benami property under the Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.
(viii) All immovable properties are held in the name of the Company.
96
Notes
MUKAND LIMITED
| 4.A Non-Current Investments | 31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| I Investments in Equity instruments : A In Subsidiary Companies (Unquoted) : [At FVTOCI] (i) Mukand Global Finance Ltd. 11,749,500 Equity Shares of Rs.10/-each, fully paid up (ii) Vidyavihar Containers Ltd (Refer Note ( c) below) 6 (11,976,762) Equity Shares of Rs.100/- each, fully paid up (upto 19th March 2021) Sub-total - Subsidiary Companies B In Joint Ventures (Unquoted) : [At FVTPL] (i) Mukand Vini Mineral Ltd (Refer Note (d) below) 852,800 Equity Shares of Rs. 10/- each, fully paid up (ii) Mukand Sumi Metal Processing Ltd 13,923,000 Equity Shares of Rs.10/- each, fully paid up 185.59 (iii) Hospet Steels Ltd. 70,004 Equity Shares of Rs. 10/- each, fully paid up 0.07 Sub-total C In Associates [At amortised cost] : C.1 Quoted (i) Mukand Engineers Ltd. 4,539,781 Equity Shares of Rs.10/- each, fully paid up C.2 Unquoted (i) Stainless India Ltd. 6,097,200 Equity Shares of Rs.10/-each, fully paid up 13.09 Less : Provision for diminution in the value of investments (13.09) (ii) Bombay Forgings Ltd 28,800 Equity Shares of Rs. 66.67/- each, fully paid up 0.19 Sub-total D In Others (Unquoted) : [At FVTPL] (i) Credit Capital Finance Corpn Ltd 100 Equity Shares of Rs.10/- each, fully paid up (Rs 1,000/-) [Previous year (Rs. 1,000/-)] (ii) Pradip Realtors Pvt. Ltd. -- (12) Equity Shares of Rs.10/-each, fully paid up (Nil); [Previous year Rs. 120/-] (iii) The Greater Bombay Co-operative Bank Ltd 10 Equity Shares of Rs.25/-each, fully paid up (Rs. 250/-) [Previous year Rs. 250/-] (iv) NKGSB Co-operative Bank Ltd 100 Equity Shares of Rs.10/-each, fully paid up (Rs. 1,000/-); [Previous year Rs. 1,000/-] (v) Mukand Audyogik Yantra Pvt Ltd 1,901 Equity Shares of Rs 10/- each, fully paid up (Rs. 19,010/-) [Previous year Rs. 19,010/-] (vi) Mukand Heavy Machinery Pvt Ltd 1,901 Equity Shares of Rs 10/- each, fully paid up (Rs. 19,010/-)[Previous year Rs. 19,010/-] (vii) Vidyavihar Containers Ltd (Refer Note (c) below) 6 Equity Shares of Rs.100/-each, fully paid up (wef 20th March 2021) Sub-total - Others Rs 40,270/- (Previous year Rs. 40,390/-) |
185.59 0.07 |
- | |
| - | |||
| 185.63 0.07 |
|||
| 13.09 (13.09) |
185.66 | 185.70 19.78 13.09 (13.09) |
|
| 19.78 | |||
| 0.19 | - | - 0.19 |
|
| 0.19 | 0.19 | ||
| 19.97 | 19.97 | ||
| - | |||
| 205.63 | 205.67 |
97
Notes
MUKAND LIMITED
| 4.A Non-Current Investments | 31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
|---|---|
| II Investments in Preference instruments [At amortised cost] : 100 Preference Shares of Rs. 10/- each, fully paid up (Rs. 45,000/-) [Previous year Rs. 45,000/-] in Mukand Sumi Special Steel Ltd. Book Value Quoted Investments Unquoted Investments Market Value Quoted Investments |
|
| 205.63 205.67 |
|
| 19.78 19.78 185.85 185.89 |
|
| 205.63 205.67 |
|
| 12.69 7.20 |
Note : Aggregate diminution in value of Investments Rs. 13.09 crore (31-Mar-21 - Rs. 13.09 crore)
| 4.B CURRENT INVESTMENTS | 31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
|---|---|
| Mukand Sumi Special Steel Ltd (earlier known as Mukand Alloy Steels Ltd.) [Refer Note a(iii) below] --(8,733,006) Equity Shares of Rs.10/- each, fully paid up Mukand International FZE [Refer Note 42(III)(ii)] 1 (5) Ordinary Shares of AED 1/- million each, fully paid up |
- 499.53 1.06 10.08 |
| 1.06 509.61 |
Notes:
-
(a) (i) The Company has opted to measure its non-current investments in equity shares in Subsidiary Companies at Fair value through Other Comprehensive Income (FVTOCI) while investments held in Joint Ventures are measured at Fair value through Profit or Loss (FVTPL).
-
(ii) Accordingly, other income and OCI for the year includes Rs.0.04 crore (loss net) and Rs. 0.96 crore (loss net) (202021 - Rs. 4.82 crore (gain net) and Rs. 3.36 crore (loss net)) respectively towards change in fair value of non-current investments.
-
(iii) During the year the Company disposed off the balance 21% of the equity stake of 51% (8,733,006 shares ) held in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the promoter group of the Company on 30th April, 2021 for a consideration of Rs.499.53 crore. As this investment was measured at fair value in earlier years, this disposal does not have any material impact on the statement of profit and loss for the year under report .
-
(b) The Company has an investment of Rs. 26.25 crore (Previous Year Rs. 26.25 crore) in equity shares of Mukand Global Finance Limited (MGFL), a wholly owned subsidiary. On adoption to measure its non-current investments in equity shares in subsidiaries companies at FVTOCI, the exposure of Rs. 26.25 crores has been accounted through FVTOCI in earlier years.
-
(c) The Company had an investment of Rs. 61.63 crore in equity shares of Vidyavihar Containers Ltd. (VCL) a wholly owned subsidiary and had provided for diminution in the value of investments upto an amount of Rs. 27.73 crore upto March 31, 2017. On adoption to measure its non-current investments in equity shares in subsidiaries companies at FVTOCI, the balance of Rs. 33.90 crore has been accounted through FVTOCI in earlier years. In the previous year the Company divested 11,976,756 shares in VCL to Sidya Investments Pvt Ltd for a consideration of Rs.1 per share. The resultant income had been accounted in OCI.
-
(d) During the year ended March 31,2022, Mukand Vini Mineral Limited has been struck off from the Registrar of Companies (ROC)
| (5) Other Financial Assets - Non Current | 31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
|---|---|
| a Deposits for Premises, Utilities, etc. b Others Total |
25.22 23.03 0.01 0.01 |
| 25.23 23.04 |
98
Notes
MUKAND LIMITED
| (6) DEFERRED TAX ASSET / (LIABILITY) | 31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Deferred Tax Assets Deferred Tax Liabilities Total |
74.34 (68.17) |
218.44 (229.41) |
|
| 6.17 | (10.97) |
||
| 6.17 | (10.97) |
Deferred Tax Movement:
Rs. in crore
| Deferred Tax Movement: | Deferred Tax Movement: | Rs. in crore | |||||
|---|---|---|---|---|---|---|---|
| Particulars | As at 31-Mar-21 |
PL FY 2021-22 |
OCI FY 2021-22 |
Reserves FY 2021-22 |
Movement FY 2021-22 |
As at 31-Mar-22 |
|
| A | Deferred Tax Asset | ||||||
| 1 | Unabsorbed Depreciation/ Business Loss |
193.62 | (141.45) | - | - | (141.45) | 52.17 |
| 2 | Taxes,Duties Cess,Interest to banks | 0.20 | (0.20) | - | - | (0.20) | - |
| 3 | Employee beneft P&L | 11.24 | (2.97) | - | - | (2.97) | 8.27 |
| 4 | Provision for Doubtful Debts / Expected Credit Loss |
13.88 | 0.52 | - | - | 0.52 | 14.40 |
| 5 | Efect of measurement of the fnancial instruments |
(0.50) | - | - | - | - | (0.50) |
| Total Assets | 218.44 | (144.10) | - | - | (144.10) | 74.34 | |
| B | Deferred Tax Liability | ||||||
| 1 | Depreciation | 56.15 | (2.93) | - | - | (2.93) | 53.22 |
| 2 | Efect of measurement of the fnancial instruments |
140.10 | (125.46) | (0.19) | - | (125.65) | 14.45 |
| 3 | Actuarial gain/ (loss) on employee defned beneft funds recognized in other comprehensive income,net of tax |
1.69 | - | (0.53) | - | (0.53) | 1.16 |
| 4 | Others | 31.47 | (32.13) | - | - | (32.13) | (0.66) |
| Total Liability | 229.41 | (160.52) | (0.72) | - | (161.24) | 68.17 | |
| Net Asset /(Liability) | (10.97) | 16.42 | 0.72 | - | 17.14 | 6.17 |
Rs. in crore
| Rs. in crore | |||||||
|---|---|---|---|---|---|---|---|
| Particulars | As at 31-Mar-20 |
PL FY 2020-21 |
OCI FY 2020-21 |
Reserves FY 2020-21 |
Movement FY 2020-21 |
As at 31-Mar-21 |
|
| A | Deferred Tax Asset | ||||||
| 1 | Unabsorbed Depreciation/ Business Loss |
279.53 | (85.91) | - | - | (85.91) | 193.62 |
| 2 | Taxes,Duties Cess,Interest to banks | 0.25 | (0.05) | - | - | (0.05) | 0.20 |
| 3 | Employee beneft P&L | 12.71 | (1.47) | - | - | (1.47) | 11.24 |
| 4 | Provision for Doubtful Debts / Expected Credit Loss |
34.94 | (21.06) | - | - | (21.06) | 13.88 |
| 5 | Efect of measurement of the fnancial instruments |
(0.60) | 0.10 | - | - | 0.10 | (0.50) |
| 6 | Others | 2.73 | (2.73) | - | - | (2.73) | - |
| Total Assets | 329.56 | (111.12) | - | - | (111.12) | 218.44 | |
| B | Deferred Tax Liability | ||||||
| 1 | Depreciation | 88.76 | (32.61) | - | - | (32.61) | 56.15 |
| 2 | Efect of measurement of the fnancial instruments |
262.47 | (121.42) | (0.95) | - | (122.37) | 140.10 |
| 3 | Actuarial gain/ (loss) on employee defned beneft funds recognized in other comprehensive income,net of tax |
3.46 | (0.65) | (1.12) | - | (1.77) | 1.69 |
| 4 | Others | (5.42) | 36.89 | - | - | 36.89 | 31.47 |
| Total Liability | 349.27 | (117.79) | (2.07) | - | (119.86) | 229.41 | |
| Net Asset /(Liability) | (19.71) | 6.67 | 2.07 | - | 8.74 | (10.97) |
99
Notes
MUKAND LIMITED
MAT Entitlement Credit:
Rs. in crore
| MAT Entitlement Credit: | Rs. in crore | |||||
|---|---|---|---|---|---|---|
| Particulars | As at 31-Mar-20 |
PL FY 2020-21 |
OCI FY 2020-21 |
Reserves FY 2020-21 |
Movement FY 2020-21 |
As at 31-Mar-21 |
| Openingbalance | 37.89 | - | - | - | - | 37.89 |
| Written Of | - | (37.89) | - | - | (37.89) | (37.89) |
| Provided | - | - | - | - | - | - |
| ClosingBalance | 37.89 | (37.89) | - | - | (37.89) | - |
The Company has recognised deferred tax assets on carried forward tax losses. The Company has concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets. The Company is expected to generate taxable income in near future. The losses can be carried forward for a period of 8 years as per local tax regulations and the Company expects to recover the losses.
| (7) Income Tax Assets | 31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Advance payment of Income-tax Provision for Taxation Income Tax (Net) Total |
48.58 (12.51) |
35.76 (12.51) |
|
| 36.07 | 23.25 |
||
| 36.07 | 23.25 |
||
| (8) Other Non-Current Assets | 31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
| Unsecured, considered good unless, otherwise specifed Capital Advances Balance with Government Authorities$ |
14.44 25.80 |
||
| 16.69 | |||
| 25.65 | |||
| 42.34 | 40.24 |
$ Includes National Savings Certificates of the cost of Rs. 44,000/- (31-Mar-21 Rs. 44,000/-) deposited with government departments.
In the opinion of the Board of Directors of the Company, all items of ‘Current Assets, Loans and Advances’, continue to have a realizable value of at least the amounts at which they are stated in the Balance Sheet, unless otherwise stated.
The Company has not given any advances to directors or other officers of the Company or any of them either severally or jointly with any other persons or advances to firms or private companies respectively in which any director is a partner or a director or a member.
| (9) Inventories |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Raw Materials Materials in Transit Total Raw Materials Work-in-Progress Contracts in Progress [Refer Note No. 26] Finished Goods Finished Goods in Transit Total Finished Goods Stores, Spares, Components and Engineering Construction Materials Materials in Transit Total Stores, Spares, Components and Engineering Construction Materials Fuel Loose Tools |
413.55 164.28 |
342.69 135.04 |
|
| 553.55 13.30 |
577.83 | 477.73 131.79 5.00 427.26 3.80 |
|
| 208.69 | |||
| 4.83 | |||
70.08 10.53 |
566.85 | 431.06 60.29 2.90 |
|
| 80.61 | 63.19 2.13 0.21 |
||
| 2.52 | |||
| 0.26 | |||
| 1,441.59 | 1,111.11 |
(a) Inventories stated above are free from any encumberances.
(b) Amounts recognised in Statement of Profit and Loss:-
Write-down of Stores & Spares to net realisable value amounted to Rs. 0.13 crore (31-Mar-21 - Rs. 0.08 crore). These were recognised as an expense during the year and included in the Statement of Profit and Loss.
100
Notes
MUKAND LIMITED
| (10) Trade Receivables |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Unsecured Considered Good Considered Doubtful Less : Provision for Expected Credit Loss / Doubtful Debts |
480.41 34.59 |
516.61 24.51 |
|
| 515.00 | 541.12 (24.51) |
||
| (34.59) | |||
| 480.41 | 516.61 |
a No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Further no trade or other receivable are due from firms or private companies respectively in which any director is a partner, or director or member.
b The Company’s exposure to credit risk and loss allowances related to trade receivables are disclosed in Note No. 47.
c Receivables are free from any encumberances.
d For receivables due from related parties, refer Note No. 39.
| (11) Cash & Cash Equivalents And Other Bank Balances |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| (11.1) CASH AND CASH EQUIVALENTS a Balances with Banks in Current Accounts b Cheques on hand c Cash on hand d Remittances-in-Transit (Rs Nil (31-Mar-21 Rs 24,585/-)) (11.2) Other Bank Balances a Preference Share Redemption Account b Unpaid Dividend Accounts [31-Mar-21 Rs. 1,266/-] c Margin Money Accounts # d Escrow Account towards Sale of Land e Deposit Accounts @ |
25.72 15.00 0.06 - |
19.82 - 0.03 |
|
| 0.17 0.05 5.78 161.46 - |
40.78 | 19.85 - 15.87 - 0.27 |
|
| 167.46 | 16.14 |
||
| 208.24 | 35.99 |
under lien with Banks
@ earmarked towards repayment of Public Fixed Deposits of Rs. Nil (31-Mar-21 Rs. 0.27 crores).
| (12) Loans - Current |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Unsecured, considered good, unless otherwise specifed Loans to Others Less : Provision for Expected Credit Loss |
139.11 (7.50) |
154.76 (7.50) |
|
| 131.61 | 147.26 |
||
| 131.61 | 147.26 |
(a) No loans due by directors or other officers of the Company or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any director is a partner or a director or a member.
Short Term Loans and Advances, Trade Receivables, non-current investments etc.
(b) The investments in and debts / advances due from Bombay Forgings Limited (BFL) was at Rs 16.54 Crore (net of amounts written off / provision for expected credit loss) as at 31st March 2022 as against Rs. 31.57 Crore (net of amounts written off) as at 31st March 2021. The management, considering the value of unencumbered fixed assets of BFL, considers the balance dues to be ‘Good’ and adequately covered and barring unforeseen circumstances expects full realisability of the same in future.
(c) For details of loans and advances given to related parties, please refer Note No. 39.
(d) Details of loans and advances in the nature of loans recoverable from subsidiaries/associates and shares held by loanees (stipulated under Regulation 34 (3) and 53 (f) of the Listing Obligations and Disclosure Requirements Regulations, 2015) is as given below:
101
Notes
MUKAND LIMITED
| Rs. in crore | |
|---|---|
| Outstanding amount Maximum amount during theyear |
|
| As at As at 2021-22 2020-21 31-Mar-22 31-Mar-21 |
|
| Name of the Party i) Subsidiaries: Vidyavihar Containers Ltd. (upto 19th March 2021) ii) Associates Mukand Engineers Ltd |
- - - 0.10 109.00 102.95 109.55 106.05 |
-
(e) There are no loans or advances in the nature of loans granted to Promoters, Directors, KMP’s and their related parties (as defined under Companies Act,2013) either severally or jointly with any other person, that are :
-
(i) repayble on demand ; or
-
(ii) without specifying any terms or period of repayment.
-
(f) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
-
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
-
(g) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
-
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
| (13) Other Financial Assets - Current |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Unsecured, considered good, unless otherwise specifed Employee Advances Interest Receivable Less : Provision for Expected Credit Loss Unbilled Revenue Less : Provision for Expected Credit Loss Others |
38.11 (2.62) |
1.91 35.60 (2.62) |
|
| 0.07 | |||
| 123.05 (10.45) |
35.49 | 32.98 144.22 (20.51) |
|
| 112.60 | 123.71 - |
||
| 0.82 | |||
| 148.98 | 158.60 |
||
| (14) Other Current Assets |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
| Unsecured, considered good, unless otherwise specifed Export Benefts Advances recoverable in cash or in kind or for value to be received Balances with Government Authorities |
1.67 126.56 4.24 |
||
| 1.76 | |||
| 167.32 | |||
| 24.25 | |||
| 193.33 | 132.47 | ||
| (15) Assets Held For Sale |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
| Land Residential Flat Refer Note 42 III(iii & iv) |
106.17 | - - |
|
| 1.68 | |||
| 107.85 | - |
102
Notes
MUKAND LIMITED
| Rs. in crore | |
|---|---|
| (16) Share Capital |
31-Mar-22 31-Mar-21 |
| Authorised: 148,000,000 (Previous year 148,000,000) Equity Shares of Rs.10/- each Issued: 146,273,934 Equity Shares of Rs.10/- each Total issued share capital: includes 28,031 Equity Shares which have been kept in abeyance by the Stock Exchange Authorities Subscribed and fully paid up: 141,405,861 Equity Shares of Rs.10/- each Add: Forfeited shares (amounts originally paid up) Total subscribed and fully paid-up share capital: |
148.00 148.00 |
| 148.00 148.00 |
|
| 146.27 146.27 |
|
| 146.27 146.27 |
|
141.41 141.41 |
|
| 141.41 141.41 0.01 0.01 |
|
| 141.42 141.42 |
-
a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:
-
Equity shares
| Equity shares | ||
|---|---|---|
| 31-Mar-22 | 31-Mar-21 | |
| Nos. in crore Rs. in crore |
Nos. in crore | Rs. in crore |
| At the beginning of the period 14.14 141.41 |
14.14 | 141.41 |
| Add : issued during the period --- --- |
--- | --- |
| Less : bought back during the year --- --- |
--- | --- |
| Outstandingat the end of theperiod 14.14 141.41 |
14.14 | 141.41 |
b. Terms / rights attached to equity shares:
The Company has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees in accordance with its dividend distribution policy. The Finance Act 2020 has repealed the Dividend Distribution Tax (DDT). Companies are now required to pay/distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors in its meeting held on May 17, 2022 recommended a dividend on equity shares @ Re 1.50 per share for financial year 2021-22
During the year ended 31 March 2022, the amount of dividend per share recognized as distribution to equity shareholders was Rs. 1/- as recommended by the Board of Directors in its meeting held on May 25, 2021 and approved by the Shareholders at its meeting held on September 18, 2021.
The Dividend paid for the previous year and proposed for the current year is in compliance with Section 123 of the Act.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
-
c. The Company does not have any holding company.
-
d. There are no bonus shares issued nor any shares issued for consideration other than cash nor any shares bought back during the period of five years immediately preceding the reporting date.
-
e. Details of shareholders holding more than 5% shares in the Company
| Particulars 31-Mar-22 |
31-Mar-21 | 31-Mar-21 |
|---|---|---|
| No. of Shares % of holding |
No. of Shares | % of holding |
| Jamnalal Sons Private Limited 2,82,44,773 19.97 |
2,82,44,773 | 19.97 |
| Baroda Industries Private Limited 1,70,03,577 12.02 |
1,70,03,577 | 12.02 |
| Bachhraj And Company Pvt Limited 1,49,56,818 10.58 |
40,31,892 | 2.85 |
| Bajaj Sevashram Pvt Ltd. 1,38,56,881 9.80 |
76,85,529 | 5.44 |
| Niraj Bajaj 1,17,86,730 8.34 |
1,17,86,730 | 8.34 |
| Bajaj Holdings & Investments Limited 81,13,564 5.74 |
81,13,564 | 5.74 |
| Rajesh V. Shah - 0.00 |
72,02,107 | 5.09 |
103
Notes
MUKAND LIMITED
f. Details of Promoters/Promoter Group Shareholding
| Particulars | 31-Mar-22 31-Mar-21 No. of Shares held % of holding No. of Shares held % of holding |
|---|---|
| A Companies Jamnalal Sons Pvt Ltd Baroda Industries Pvt Ltd Bachhraj & Co Pvt Ltd Bajaj Sevashram Pvt Ltd Bajaj Holdings & Investment Ltd Bachhraj Factories Pvt Ltd Sanraj Nayan Investments Pvt Ltd Niraj Holdings Pvt Ltd Kamalnayan Investment & Trading Pvt Ltd Madhur Securities Pvt Ltd Rahul Securities Pvt Ltd Rupa Equities Private Limited Shekhar Holdings Pvt Ltd Akhil Investments & Traders Pvt Ltd Valiant Investments & Trades Pvt Ltd Oremet Minerals And Metal Pvt Ltd Sidya Investments Ltd Isarnan Steel and Minerals Pvt. Ltd. Sub-Total (A) B Trust Madhur Bajaj (A/c. Nimisha Bajaj Family Trust) Kumud Bajaj (A/c. Neelima Bajaj Family Trust) Sanjivnayan Bajaj (A/c Siddhant Family Trust) Sanjivnayan Bajaj (A/c Sanjali Family Trust) Kumud Bajaj (A/c. Madhur Nimisha Family Trust) Madhur Bajaj (A/c. Kumud Neelima Family Trust) Madhur Bajaj (A/c. Kumud Nimisha Family Trust) Kumud Bajaj (Madhur Neelima Family Trust) Niraj Bajaj (A/c Niravnayan Trust) Suketu V. Shah (Rajketu Trust) Rajesh V Shah (A/c Decree Trust) Neelakantan K. Iyer (A/c Jadavdevi Suketu Trust) Sub-Total (B) C Individuals/Hindu undivided Family Shri Niraj Bajaj Shri Shekhar Bajaj Smt Sunaina Kejriwal Smt Minal Bajaj Shri Rajivnayan Bajaj Shri Narendrakumar J Shah Smt Kiran Bajaj Smt. Pooja Bajaj Vanraj Anant Bajaj Shri Madhur Bajaj |
2,82,44,773 19.97 2,82,44,773 19.97 1,70,03,577 12.02 1,70,03,577 12.02 1,49,56,818 10.58 40,31,892 2.85 1,38,56,881 9.80 76,85,529 5.44 81,13,564 5.74 81,13,564 5.74 68,31,015 4.83 22,28,168 1.58 2,244,898 1.59 3,494 8,000 0.01 8,000 0.01 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 260 260 260 260 100 100 - - 160,000 0.11 - - 896,310 0.63 |
| 91,295,146 64.56 68,410,927 48.35 |
|
| 238,711 0.17 238,711 0.17 238,711 0.17 238,711 0.17 142,409 0.10 142,409 0.10 142,409 0.10 142,409 0.10 50,000 0.04 - - 50,000 0.04 - - 50,000 0.04 - - 50,000 0.04 - - 27,200 0.02 27,200 0.02 1,349 - - 100 100 - - 3,642,801 2.58 |
|
| 990,889 0.72 4,432,341 3.14 |
|
| 1,17,86,730 8.34 1,17,86,730 8.34 7,11,134 0.50 7,11,134 0.50 2,86,180 0.20 2,86,180 0.20 1,92,000 0.14 1,92,000 0.14 1,42,409 0.10 1,42,409 0.10 1,04,105 0.07 1,04,105 0.07 28,800 0.02 28,800 0.02 28,800 0.02 28,800 0.02 28,800 0.02 28,800 0.02 20,000 0.01 2,39,711 0.17 |
104
Notes
MUKAND LIMITED
| Particulars | Particulars | 31-Mar-22 31-Mar-21 No. of Shares held % of holding No. of Shares held % of holding |
|---|---|---|
| Kumud Bajaj Smt Anjana Viren Shah ( Nee Anjana Munsif) Smt Suman Jain Shri Sanjivnayan Bajaj Shri Rajesh V Shah Shri Suketu V Shah Smt Bansri Rajesh Shah Smt Czaee Suketu Shah Smt Priyaradhika Rajesh Shah Shri Kaustubh Rajesh Shah Shri Rishabh Sukumar Vir Sub-Total (C) Total A+B+C |
19,711 0.01 - - 11,634 0.01 11,634 0.01 3,744 3,744 1,787 1,787 - - 72,02,007 5.09 - - 45,381 0.03 - - 34,31,542 2.43 - - 49,75,352 3.52 - - 9,60,046 0.68 - - 96,000 0.07 - - 20,17,538 1.43 |
|
| 13,365,834 9.44 3,22,93,700 22.84 |
||
| 105,651,869 74.72 10,51,36,968 74.33 |
-
g. There are no shares reserved for issue under options and contracts / commitments for sale of shares/disinvestment. h. There are no unpaid calls from any Director and officer.
-
i. As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
| (17) Other Equity |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Capital Reserve : As per last Account (Rs. 47,439/-) (31-Mar-21 Rs. 47,439/-) Capital Redemption Reserve: As per last Account Securities Premium : As per last Account Less : Preference Share issue expenses General Reserve : As per last Account Retained Earnings : Balance of Proft / (Loss) as per last Account Proft / (Loss) For the year Equity Dividends Transferred from Equity Instruments through Other Comprehensive Income Equity Instruments through Other Comprehensive Income As per last Account Transferred to Retaind Earnings For the year Remeasurement of defned beneft obligation through Other Comprehensive Income As per last Account For the year |
100.22 - |
3.00 100.23 (0.01) |
|
| 3.00 | |||
| 138.46 122.12 (14.14) 295.81 |
100.22 | 100.22 234.78 (300.90) 46.00 - 393.36 |
|
| 234.78 | |||
| 275.04 (295.81) (0.76) |
542.25 | 138.46 670.80 (393.36) (2.40) |
|
4.41 (1.55) |
(21.53) | 275.04 7.69 (3.28) |
|
| 2.86 | 4.41 |
||
| 861.58 | 755.91 |
1. Capital Redemption Reserve
Capital Redemption Reserve is created by the Company for redemption of preference share from its profits.
2. Securities premium
Securities premium is received from the shareholders of the Company on issue of shares. The reserve is utilised as per the provisions of the Companies Act, 2013.
3. General Reserves
General Reserves is created out of net profits of the Company by way of appropriation of profits.
4. Retained earnings
Retained earnings are the balance (debit /credit) in the statement of profit and loss.
105
Notes
MUKAND LIMITED
| (18) Borrowings - Non Current |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| I Preference Share Liability [Unsecured] -- (5,626,320) 0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 10/- redeemed (Previous year Rs 4/-) (Refer Note I below) 5,626,320 8% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 10/- paid up (Previous year Rs 4/-) (Refer Note II below) II UNSECURED LOANS (a)Fixed Deposits Less : Transaction costs on Borrowings (b)Long term loans from Bank (c)Long term loans from Companies Total Unsecured Loans Total Borrowings |
- 5.63 |
1.78 2.25 |
|
| 16.07 (0.07) |
5.63 | 4.03 - - |
|
| 16.00 - 670.00 |
- 1,000.00 731.38 |
||
| 686.00 | 1,731.38 |
||
| 691.63 | 1,735.41 |
(I) Terms of redemption of 0.01% CRPS
Pursuant to the order of the Hon’ble High Court of Judicature at Bombay dated October 14, 2003, the Company had cancelled 22½ equity shares issued and unallotted and reduced 20% of the then outstanding equity shares amounting to 5,626,320 equity shares. In lieu of cancelled shares, the company has issued 5,626,320 0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each entitled for cumulative Preference dividend of 0.01% p.a. and redeemable in five equal annual installments starting from September, 2019. Accordingly, the Company has redeemed Rs. 2/- per share on September 27th, 2019, Rs 2/- per share on 30th September 2020 and Rs. 6/- per share on 30th September 2021 out of the proceeds received from issue of 8% CRPS during the financial year 2019-20 (Rs.2 called up in FY 2019-20, Rs.2 called up in FY 2020-21 and Rs.6 called up in FY 2021-22) by the Company.
a Details of shareholders holding more than 5% of 0.01% CRPS
| Details of shareholders holding more than 5% of 0.01% CRPS | Details of shareholders holding more than 5% of 0.01% CRPS |
|---|---|
| 0.01% CRPS of Rs. 10/- each fully paid (Rs.10 redeemed) (previous year Rs. 4/- redeemed) 31-Mar-22 31-Mar-21 Nos. shares % holding Nos. shares % holding |
|
| Life Insurance Corporation of India - - 5,95,545 10.58 Jamnalal Sons Pvt. Ltd. - - 4,74,064 8.43 |
|
| Details of Promoters/ Promoter Group Shareholding of 0.01% CRPS | |
| 0.01% CRPS of Rs. 10/- each fully paid (Rs.10 redeemed) (previous year Rs. 4/- redeemed) A Companies Jamnalal Sons Pvt Ltd Bajaj Holdings & Investment Ltd Bachhraj & Co Pvt Ltd Sidya Investments Ltd Bajaj Sevashram Pvt Ltd Akhil Investments & Traders Pvt Ltd Bachhraj Factories Pvt Ltd Valiant Investments & Trades Pvt Ltd |
31-Mar-22 31-Mar-21 Nos. shares % holding Nos. shares % holding |
| - - 4,74,064 8.43 - - 1,96,259 3.49 - - 1,79,764 3.19 - - 40,000 0.71 - - 11,394 0.20 - - 20 0.00 - - 20 0.00 - - 20 0.00 |
|
| Sub-Total(A) | 9,01,541 16.02 |
b Details of Promoters/ Promoter Group Shareholding of 0.01% CRPS
106
Notes
MUKAND LIMITED
| 0.01% CRPS of Rs. 10/- each fully paid (Rs.10 redeemed) (previous year Rs. 4/- redeemed) B Trust Shri Niraj Bajaj (A/c Niravnayan Trust) Shri Neelakantan K. Iyer (A/c Jadavdevi Suketu Trust) |
31-Mar-22 31-Mar-21 Nos. shares % holding Nos. shares % holding |
|---|---|
| - - 1,046 0.02 - - 2,25,038 4.00 |
|
| Sub-Total(B) | - - 2,26,084 4.02 |
| C Individuals/Hindu undivided Family Shri Rajesh V Shah Shri Sanjivnayan Bajaj Shri Narendrakumar J Shah Shri Madhur Bajaj Smt Minal Bajaj Shri Suketu V Shah Shri Niraj Bajaj Smt Anjana Viren Shah (Nee Anjana Munsif) Shri Shekhar Bajaj Smt. Pooja Bajaj Vanraj Anant Bajaj Smt. Kiran Bajaj Smt Suman Jain Smt Czaee Sukumar Shah Smt Bansri Rajesh Shah Smt Sunaina Kejriwal |
- - 2,32,104 4.13 - - 21,060 0.37 - - 8,435 0.15 - - 7,570 0.13 - - 7,384 0.13 - - 7,138 0.13 - - 6,523 0.12 - - 5,247 0.09 - - 4,260 0.08 - - 1,102 0.02 - - 1,102 0.02 - - 1,101 0.02 - - 905 0.02 - - 144 0.00 - - 91 0.00 - - 21 0.00 |
| Sub-Total(C) | - - 3,04,187 5.41 |
| Total A+B+C | - - 14,31,812 25.45 |
(II) Company allotted 56,26,320, 8% Cumulative Redeemable Preference Shares (CRPS) of Rs. 10 each on private placement basis to the following members belonging to the Promoter Group entities. Rs.10/- has been called up on these shares. These CRPS will be redeemed at Par in one or more installments. These CRPS shall have a maximum term of 20 years from the date of allotment and shall be redeemed at the option of the Company after expiry of 5 years from the date of allotment, but before expiry of 20th year from the date of allotment. In the event of liquidation of the Company before redemption, the holders of CRPS will have priority over equity shares in the payment of dividend and repayment of capital.
a Details of shareholders holding more than 5% of 8% CRPS in the Company
| 8% CRPS of Rs. 10/- each, Rs. 10/- | 31-Mar-22 31-Mar-21 |
31-Mar-22 31-Mar-21 |
|
|---|---|---|---|
| paid up (Previous year Rs 4/-): | Nos. shares % holding Nos. shares |
% holding | |
| Jamnalal Sons Pvt. Ltd. | 2,813,160 50 2,813,160 |
50 | |
| Bachharaj& CompanyPvt. Ltd. | 2,813,160 50 2,813,160 |
50 |
b Shareholding of the Promoters in 8% CRPS is as shown above
As per records of the company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(III) The Board of Directors in its meeting held on May 17, 2022 recommended a dividend (on paid up basis) @ 0.01% &
8% on respective CRPS for financial year 2021-22
During the year ended 31 March 2022, the amount of CRPS dividend recognized as distribution to CRPS holders was at 8% / 0.01% as recommended by the Board of Directors in its meeting held on May 25, 2021 and approved by the shareholders at its meeting held on September 18, 2021.
107
Notes
MUKAND LIMITED
-
(IV) For details of loans received from related parties, refer Note No. 39.
-
(V) Long Term Loan of Rs 1,000 crores availed from the Bank is repayable in one installment on 22-Sep-22 and hence shown as current maturities of long term debt in Current Borrowings. The interest rate on this is linked to 3 months T Bill + spread.
-
(VI) The Company has not defaulted in the payment of interest and installments of the loans as at 31st March, 2022.
-
(VII) Disclosure with respect to monthly/quarterly statement of Current assets filed with Bank (Refer Note 49 VI)
-
(VIII) The Company has created / modified the charges with the Registrar of Companies within the statutory period except in the one case where the charge is yet to be satisifed with Registrar of Companies, despite repayment of the underlying loans. The Company is in the process of filing the charge satisfaction e-form with MCA.
| (19) Others Financial Liabilities - Non Current |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Security Deposits | 0.25 | 0.25 |
|
| 0.25 | 0.25 |
||
| (20) Provisions - Non Current |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
| for Employee Benefts (Refer Note No. 43) | 37.52 | 37.41 |
|
| 37.52 | 37.41 |
||
| (21) Borrowings - Current |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
| I SECURED LOANS Working Capital Loans from Banks Total Secured Loans II UNSECURED LOANS Short Term Loans from Companies Total Unsecured Loans III Current Maturities of long-term debt Current Maturities of long-term debt Less : Transaction costs on Borrowings Total Borrowings |
1,000.00 (0.04) |
4.50 |
|
| - | |||
| - | 4.50 |
||
79.80 |
|||
| 72.75 | |||
| 72.75 | 79.80 |
||
| 1.49 - |
|||
| 999.96 | 1.49 |
||
| 1,072.71 | 85.79 |
(21) Short Term Borrowings - Security:
- a Working Capital Facilities at Note No. 21(I) and non-funded facilities from the Banks were secured during the previous year by hypothecation of stocks (excluding machinery spares) and book debts. The said facilities were also secured by way of against first pari passu charge against mortgage/ hypothecation of Company’s 87 acres 4 gunthas (approx.) of land, immovable and movable fixed assets both present and future of the Company at its plant at Kalwe and Dighe, Dist. Thane, in the State of Maharashtra and 184 acre 36 gunthas (approx.) of land, immovable and movable fixed assets both present and future of the Company at its existing steel plant at Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka.
Assets excluded from security given to secured lenders during the previous year at Note No. 21 were as under:
60 acres, 36 gunthas, 8 annas of land at Kalwe and Dighe, Dist. Thane in the State of Maharashtra. 43.14 acres of Leasehold land at Sinnar, Dist. Nashik in the State of Maharashtra. 161.47 acres of land in the state of Jharkhand, for Company’s projects in that state.
Ultrasonic Testing machine at Ginigera / Kankapura, District Ginigera in the State of Karnataka.
All other Property Plant & Equipment situated at locations other than its plant at Kalwe, Dighe Thane in the state of Maharashtra and its existing steel plant at Ginigera in the state of Karnataka.
- b The Company has not defaulted in the payment of interest and installments of the loans as at 31st March 2022.
108
Notes
MUKAND LIMITED
| (22) Trade Payables |
31-Mar-22 Rs. in crore |
31-Mar-21 Rs. in crore |
|
|---|---|---|---|
| Dues to Micro Enterprises and Small Enterprises Other than to Micro Enterprises and Small Enterprises Acceptances Trade Payables |
35.31 447.07 |
13.11 | 17.56 30.77 379.91 |
| 482.38 | 410.68 |
||
| 495.49 | 428.24 |
- (a) For Payables to related parties, refer Note No. 39.
(b) Disclosure in respect of creditors registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA) is as under:
| Particulars | Particulars | As at 31-Mar-22 As at 31-Mar-21 |
|---|---|---|
| The | principal amount and the interest due thereon remaining unpaid to suppliers | |
| a | i) Principal |
13.11 17.56 |
| ii) Interest due thereon |
- - |
|
| b | i) Interest actually paid under section 16 of the MSMEDA |
- - |
| ii) Amount of payment made to suppliers beyond the appointed day |
- | |
| c | Amount of interest due and payable for the period of delay in making payment | - - |
| (which have been paid and beyond the appointed day during the year) but | ||
| without adding interest under MSMEDA | ||
| d | Amount of interest accrued and remaining unpaid | - - |
| e | Amount of further interest remaining due and payable even in the succeeding | - - |
| years, until such dates when the interest dues above are actually paid to the | ||
| small enterprise, for the purpose of disallowance of a deductible expenditure | ||
| under MSMEDA |
The disclosure above is based on the information available with Company regarding the status of the suppliers under the MSME.
| (23) OTHER FINANCIAL LIABILITIES - CURRENT |
31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
|---|---|
| Interest accrued but not due on borrowings Unpaid Dividends (represents amounts unclaimed) [31-Mar-21 Rs 1,266] Unpaid matured deposits (represents amounts unclaimed) Liability towards Employee Benefts Acceptances / Payables for Capital Goods Others |
6.14 8.57 0.05 0.29 0.57 8.20 8.71 2.20 16.15 1.72 1.37 |
| 18.60 35.37 |
- No amounts are due & outstanding to be credited to Investor Education & Protection Fund.
Refer Note No. 39 for Related party transactions
| (24) OTHER CURRENT LIABILITIES |
31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
|---|---|
| Advances against Orders and Engineering Contracts Statutory Dues Other Liabilities |
24.15 20.98 11.66 105.26 176.15 8.82 |
| 211.96 135.06 |
|
| Other liabilities includes Rs 161.46 crore advance towards Sale of Land and Rs 1.50 crore advance towards Sale of Residential Flat. Refer Note No. 39 for Related party transactions |
109
Notes
MUKAND LIMITED
| (25) | PROVISIONS - CURRENT | 31-Mar-22 | 31-Mar-21 |
|---|---|---|---|
| Rs. in crore | Rs. in crore | ||
| for Employee Benefts (Refer Note No. 43) | 8.80 | 10.11 | |
| for WarrantyCosts[Refer Note(a)below] | 1.34 | 0.76 | |
| 10.14 | 10.87 |
(a) Provision is made for estimated warranty claims in respect of products sold which are still under warranty at the end of the reporting period. These claims are expected to be settled in the next financial year. Management estimates the provision based on historical warranty claim information and any recent trends that may suggest future claims could differ from historical amounts.
future claims could difer from historical amounts. |
||
|---|---|---|
| 31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
||
| Opening Balance Provision recognised during the year Amount utilised during the year Amount reversed/ short provision during the year ClosingBalance |
0.76 0.48 1.34 1.09 (2.16) (1.04) 1.40 0.23 |
|
| 1.34 0.76 |
||
| (26) Revenue from Operations |
2021-22 Rs. in crore 2020-21 Rs. in crore |
|
| I Sale of Products and Services (1) Special Alloy Steel Products (2) Stainless Steel Products (3) Job Works & Other Services (4) Engineering Contracts Total Sales is net of early payment discounts aggregating Rs. 1.65 cro (previous year Rs. 1.92 crore) II Other Operating Revenues (a) Sale of Scrap and Sundries (b) Export Benefts (c) Insurance Claims etc. (d) Credit balances appropriated (e) Bad Debts recovered (f) Other Miscellaneous receipts (g) Excess provisions written back (net) (h) Surplus on account of sale of assets Total Other Operating Revenues Total Sales & Services and Other Operating Revenues |
1,853.79 2,198.65 450.04 92.60 |
1,097.64 1,114.36 419.98 24.07 |
| re | 4,595.08 2,656.05 |
|
| 15.89 5.12 3.92 3.15 0.81 2.79 - 0.72 0.23 - 7.01 6.57 0.12 5.54 0.13 0.76 |
||
| 28.11 24.65 |
||
| 4,623.19 2,680.70 |
(a) The Company in previous years executed road construction projects in the state of Uttar Pradesh with National Highway Authority of India (NHAI) along with Centrodorstroy (CDS), Russia. The net receivables on this account is now at Rs. 10.29 Crore as at 31st March 2022 as against Rs. 31.39 Crore as at 31st March 2021. In the opinion of the Management, the balance net receivables would be realized from CDS in due course.
110
Notes
MUKAND LIMITED
(b) Disclosure regarding Income from Contracts of Industrial Machinery Division to which Ind AS 115 applies :
| Rs. in crore | |
|---|---|
| 2021-22 2020-21 |
|
| The amount of Contract revenue recognised as revenue during the year. The aggregate amount of costs incurred and recognised profts (less recognised losses) upto 31.03.2022 The amount of advances received (Gross) The amount of retentions (included in sundry debtors) (net balance) Amount due to customers Amount due from customers |
92.60 24.07 2,154.39 2,057.21 15.48 8.90 106.04 109.08 - - 123.31 144.40 |
| (c) Disaggregation of Revenue : | Rs. in crore |
| Revenue based ongeography | 2021-22 2020-21 |
| Domestic Export Total |
4,362.59 2,533.22 232.49 122.83 4,595.08 2,656.05 |
Pending performance obligations on long term engineering contracts:
Revenue is recognized upon transfer of control of products or services to customers.
The Company has entered into long term contracts aggregating Rs. 981.21 crores (previous year Rs. 964.12 crores) pertaining to the industrial machinery division. The pending performance obligation relating to these contracts aggregates to Rs. 204.57 crores (previous year Rs. 224.94 crores) as at year end.
The management of Company expects that 61% (previous year 46%) of the pending performance obligation amounting to Rs. 124.82 crores (previous year Rs. 102.60 crores) pertaining to these long term contracts will be recognised as revenue during the next reporting period with balance in future reporting periods thereafter.
| (27) Other Income |
2021-22 Rs. in crore 2020-21 Rs. in crore |
|---|---|
| (a) Interest Received - From Customers/Banks/Others (b) Rent received (c) Net gains/(loss) on Fair value changes/Disposal of Equity Instruments (d) Surplus on account of sale of Residential Flat / Land (e) Dividends (Gross) : from Subsidiary Total Other Income |
15.11 27.64 1.58 1.44 (0.04) 4.82 22.47 626.18 - 6.60 |
| 39.12 666.68 |
|
| (28) RAW MATERIALS CONSUMED |
2021-22 Rs. in crore 2020-21 Rs. in crore |
| Opening Stocks Add : Purchases Add / Less : Materials on loan / (Sales) [net] Less : Closing Stocks |
342.69 278.43 3,183.29 1,649.75 (8.16) (4.33) |
| 3,175.13 1,645.42 413.55 342.69 |
|
| 3,104.27 1,581.16 |
|
| (29) Changes in inventories of Finished Goods and Work-in-Progress /Contracts in Progress |
2021-22 Rs. in crore 2020-21 Rs. in crore |
| Opening Stocks Less : Closing Stocks (Increase)/Decrease in Stocks |
568.85 818.05 780.36 568.85 (211.51) 249.20 |
111
Notes
MUKAND LIMITED
| (30) Employee Benefts Expense |
2021-22 Rs. in crore |
2020-21 Rs. in crore |
|
|---|---|---|---|
| Salaries, Wages, Bonus, Compensation and Other Payments Contribution towards Employees’ State Insurance, Provident and Other Welfare Expenses |
Funds | 156.70 | 158.03 16.29 14.42 |
| 18.57 | |||
| 15.04 | |||
| 190.31 | 188.74 | ||
| (31) Finance Costs |
2021-22 Rs. in crore |
2020-21 Rs. in crore |
|
| Interest Expense Less : Interest Capitalised Other Transaction costs on borrowings |
132.11 | 301.74 (0.39) |
|
| (0.42) | |||
| 131.69 | 301.35 5.67 |
||
| 0.35 | |||
| 132.04 | 307.02 | ||
| (32) Other Expenses : |
2021-22 Rs. in crore |
2020-21 Rs. in crore |
|
| Stores, Spares, Components,Tools, etc. consumed [Refer Note 38(b)] Power and Fuel consumed Machining and Processing charges Sub-contracting expenses Other Manufacturing expenses Rent (net) Repairs: to Buildings & Roads to Plant and Machinery to Other assets Rates and Taxes Insurance Commission Freight, Forwarding and Warehousing (net) Directors’ Fees and Travelling Expenses Bad Debts, debit balances and claims written of Less : Doubtful debts provided in earlier years Bad Debts, debit balances and claims written of Provision for Expected Credit Loss (Net) Loss on assets sold Loss on assets discarded Loss/(Gain) on variation in foreign exchange rates (net) Miscellaneous Expenses (a) |
29.91 14.53 5.48 |
601.18 258.38 210.06 61.61 65.51 1.37 |
352.37 209.66 153.01 45.01 26.47 1.60 1.52 8.00 2.38 |
| 0.31 - |
49.92 4.64 3.07 5.63 3.57 0.22 |
11.90 6.93 2.53 1.75 3.64 0.21 56.00 (55.00) |
|
| 0.31 0.03 0.25 0.25 (4.61) 39.18 1,300.57 |
1.00 7.81 0.52 0.15 (1.86) 42.51 |
||
| 865.21 | |||
| (a) Payment to Auditors | 2021-22 | 2020-21 | |
| (i) As Statutory Auditors (ii) For Taxation Matters - Tax Audit (iii) For Other services |
0.52 0.05 0.17 0.74 |
0.52 - 0.15 |
|
| 0.67 |
112
Notes
MUKAND LIMITED
| (33) INCOME TAX EXPENSE |
2021-22 Rs. in crore 2020-21 Rs. in crore |
|---|---|
| Proft/(Loss) before Tax Applicable Tax Rate Tax Expense Tax efect of : Permanent disallowances Income Taxed at diferent rate Lapsing of past losses / MAT Entitlement Reversal Short provision for tax in respect of earlier years Others Tax expenses /(credit)recognised in Statement of Proft and Loss |
105.70 87.79 25.17% 25.17% 26.60 22.10 0.32 0.17 - - - 37.89 - 10.57 (43.34) (28.94) |
| (16.42) 41.79 |
|
| (34) Other Comprehensive Income |
2021-22 Rs. in crore 2020-21 Rs. in crore |
| Items that will not be reclassifed to Proft or loss (net of tax) Actuarial Gain on defned beneft Obligations Net gains/(loss) on Fair value changes/Disposal of Equity Instruments Less : Deferred tax Other Comprehensive Income |
(2.08) (4.43) (0.96) (3.36) 0.72 2.07 (2.32) (5.72) |
| (35) Computation of Proft for Earnings per Share(EPS) : |
2021-22 2020-21 |
| Net Proft/(Loss) After Taxation as per Statement of Proft & Loss Less : Dividends and tax thereon Net Proft/(Loss) for calculation of basic / diluted EPS [including Exceptional Items (net)] Weighted average number of equity shares outstanding Basic and diluted EPS (face value Rs.10/- per share) (in Rs.) IncludingExceptional items(net) |
122.12 46.00 - - |
122.12 46.00 14,14,05,861 14,14,05,861 |
|
| 8.64 3.25 |
(36) Capital Management
The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2022 and March 31, 2021. The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents & Current Investments. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.
The Company’s adjusted net debt to equity ratio at March 31, 2022 is as follows:
| Particulars | 31-Mar-22 | 31-Mar-21 |
|---|---|---|
| Rs. in crore | Rs. in crore | |
| Borrowings | ||
| Long term and Short term borrowings | 1,764.63 | 1,821.77 |
| Less: Cash & Cash Equivalents | (40.78) | (19.85) |
| Less : Current Investments | (1.06) | (509.61) |
| Adjusted net debt | 1,722.79 | 1,292.31 |
| Total Equity | 1,003.00 | 897.33 |
| Adjusted net debt to adjusted equityratio | 1.72 | 1.44 |
113
Notes
MUKAND LIMITED
- (37) (a) Contingent Liabilities not provided for :
| (a) Contingent Liabilities not provided for : | (a) Contingent Liabilities not provided for : | ||
|---|---|---|---|
| Particulars | 31-Mar-22 | 31-Mar-21 | |
| Rs. in crore | Rs. in crore | ||
| (i) | Disputed matters in appeal/contested in respect of: | ||
| - Income Tax | 1.96 | 1.96 | |
| - Excise Duty, Customs Duty etc. | 7.21 | 6.04 | |
| - Sales Tax, Works Contract Tax etc. ** | 4.26 | 4.28 | |
| - Other matters | 76.09 | 45.52 | |
| ** In the matter of certain ex-parte assessments completed by Commercial Tax Ofcer in the State of Uttar Pradesh, Company is advised that liability |
|||
| if any, that may arise will be determined after the matter is remanded to the Assessing Ofcer and on completion of reassessment proceedings and |
|||
| therefore, the same is not included herein. | |||
| (ii) | Claims against the Company not acknowledged as debt as these are disputed | 14.32 | 14.69 |
| and pending disposal at various fora. | |||
| For items (i) & (ii) | |||
| The Company has taken legal and other steps to protect its interest in respect | |||
| of these matters, which is based on legal advice and/or precedents in its own/ | |||
| other cases. It is not possible to make any further determination of the liability | |||
| which may arise in these matters. | |||
| (iii) | Guarantees and Counter guarantees given by the Company on behalf of :- | ||
| - Other Companies | 503.53 | 520.60 | |
| (iv) | Bonds / Undertakings given by the Company under concessional duty/ | 0.66 | 0.66 |
| exemption to Customs / Excise Authorities (Net of redemption applied for) |
-
(v) The arrears of dividend as on 31-03-21 on 0.01% preference shares for FY 2019-20 Rs.5,064/-,FY 2018-19 Rs.5,627/-, FY 2017-18 Rs.5,627/-, FY 2016-17 Rs.5,627/-, FY 2015-16 Rs.5,627/- and FY 2014-15 Rs. 5,627/and on 8% preference shares for FY 2019-20 Rs.4,64,863/- in view of amendment to section 123 of the Companies Act, 2013 have been paid during 2021-22 after the approval by shareholders.
-
(vi) Demand for Annual Bonus for the financial years 1995-96 to 2006-07 by Staff and Officers’ Association is pending at different stages in proceedings under The Industrial Disputes Act, 1947. Bulk of these employees are statutorily not covered by The Payment of Bonus Act, 1965 and many of the employees are also not covered by The Industrial Disputes Act, 1947. Liability arising there from cannot therefore be determined at present.
-
(vii) Government of Maharashtra had served a Demand Notice on the Company for payment of electricity duty for power generated during the period 01.04.2000 to 30.04.2005 and penal interest thereon in Company’s Captive Power Plant amounting to Rs.14.27 crore. The Writ Petition filed by the Company was disposed by the Hon’ble Bombay High Court on 7th November, 2009 quashing the said Demand Notice. Government of Maharashtra has however, filed an appeal in the Supreme Court of India against the aforesaid judgment of High Court.
-
(viii) A claim towards difference in price of calibrated iron ore for the period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07 crore has been raised by a supplier in March 2007. The Company has been legally advised that the supplier cannot seek this price revision under a concluded agreement and hence no provision is made in the Accounts for the same. The issue along with method of review and re-fixing of price of calibrated iron ore effective on 1st of April each year in terms of agreement is referred to an arbitral tribunal whose award was pronounced on 28th February 2014. In terms of the said award, the supplier is directed to re-compute amount payable by the Company. The supplier has revised the claim amount in December 2020 to Rs. 19.71 Crores. Moreover, the said supplier has also increased the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter w.e.f. 1st April, every year. This issue too was settled by the aforesaid arbitral tribunal. However, pending such determination of final price, the supplier has raised invoices at an ad-hoc interim mutually agreed price on the marketing contractor who in turn, has billed the Company at the same price and the liability, has been fully accounted for. An appeal preferred for challenging the said arbitration award was rejected by the City Civil Court in January 2019. The marketing contractor has gone in appeal against the decision of the City Civil Court before the High Court of Karnataka. The appeal is pending disposal.
114
Notes
MUKAND LIMITED
| (b) COMMITMENTS | 31-Mar-22 Rs. in crore 31-Mar-21 Rs. in crore |
|---|---|
| (i) Estimated amount of contracts to be executed on capital account and not provided for (net of advances) (ii) As lessee: Future Rental obligations in respect of premises taken on lease – Operating Lease: 1 For a period not later than one year. 2 For a period later than one year and not later than fve years. 3 For a period later than fve years. Lease rentals charged to revenue for the current year Rs. 1.37 crore (Previous Year Rs. 1.60 crore). These premises comprise residential fats and ofce premises. The Agreements for lease are executed for tenure of 11 to 60 months with a provision for renewal and termination by either party giving a prior notice of 1 to 3 months. (iii) As Lessor: Future Rental income in respect of premises/ plot of land given on lease – Operating Lease: 1 For a period not later than one year. 2 For a period later than one year and not later than fve years. 3 For a period later than fve years. |
8.88 18.81 0.54 0.44 - 0.04 - - |
| 0.54 0.48 |
|
0.51 0.51 0.59 1.59 - - |
|
| 1.10 2.10 |
These premises comprise office premises and a residential flat given on lease for tenure of two / five years with a provision for renewal in case of office premises.
| (38) | Rs. in crore | |
|---|---|---|
| (a) Earnings in Foreign Exchange: | 2021-22 2020-21 |
|
| Exports (F.O.B. Value) Dividend Freight & Insurance (included in the sale value) Others |
233.28 123.50 - 6.60 10.30 2.56 - - |
|
| 243.58 132.66 |
||
| (b) Value of imports(C.I.F. basis) (including in-transit): | ||
| Raw Materials Stores, Spare Parts, Components and Fuel Capital goods |
1,582.82 810.51 62.09 32.97 3.57 0.52 |
|
| 1,648.48 844.00 |
||
| (c) Expenditure in Foreign Currency: | ||
| (Including amounts capitalised and amounts recovered) Interest and Bank charges (Net of tax) Technical Consultancy / Services (Net of tax) Foreign Travel Other matters |
0.12 0.05 - 0.23 0.04 0.14 3.86 2.36 |
|
| 4.02 2.78 |
(d) The Company had, during the Financial Year 1998-99, entered into a strategic alliance with Kalyani Steels Limited to set-up a steel plant to be operated by a company – Hospet Steels Limited.
Expenses and liabilities arising out of this alliance to Hospet Steels Limited are shared on the basis stipulated in the relevant Agreements, and its accounting in the books of the Company is carried out, accordingly.
Wherever, due to the terms of the alliance, estimations are required to be made in respect of expenses, liabilities, production, etc., the same have been relied upon by the auditors, being technical matters.
115
Notes
MUKAND LIMITED
(39) Related Party Disclosures
-
(a) Name and Relationship:
-
(i) Subsidiaries / Step Down Subsidiary:
Mukand Global Finance Ltd., Mukand International FZE (MIFZE), Adore Traders and Realtors Private Ltd
- (ii) Other related parties where control exists :
Mukand Engineers Ltd. (MEL), Bombay Forgings Ltd. (BFL), Stainless India Ltd. (SIL),
- (iii) Joint Ventures :
Mukand Sumi Metal Processing Ltd (MSMPL), Mukand Sumi Special Steel Ltd (Upto 30.04.2021), Hospet Steels Ltd. (HSL),
- (iv) Key Management Personnel:
Niraj Bajaj, Rajesh V. Shah(upto 30.09.2021), Suketu V. Shah (upto 30.09.2021), Pratap V Ashar, Prakash Vasantlal Mehta, Sankaran Radhakrishnan, Bharti Ram Gandhi, Amit Yadav, Other KMPs, Relatives of a Director/ Other KMPs.
- (v) Other related parties where significant influence exists or where the related party has significant influence on the Company :
Kalyani Mukand Ltd., Jamnalal Sons Pvt. Ltd. (JSPL), Adonis Laboratories Pvt. Ltd (upto 30.09.2021), Baroda Industries Pvt. Ltd., Sidya Investment Ltd, Bachhraj & Company Pvt. Ltd, Bachhraj Factories Pvt. Ltd, Mukand Sumi Special Steel Ltd (from 01.05.2021), Bajaj Sevashram Pvt. Ltd, Other Promoter group ( refer note 16).
(b) (i) Details of transactions with the related parties referred in (a) above :
Rs. in crore
| Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | Rs. in crore | ||
|---|---|---|---|---|---|---|---|
| Nature of transactions | Relatedparties as referred in | ||||||
| a (i) above |
a (ii) above |
a (iii) above |
a (iv) above |
a (v) above |
Total | ||
| 1 | Purchase of Goods | 1.83 | 53.38 | - | 24.76 | 79.97 | |
| 0.45 | 45.30 | - | - | 45.75 | |||
| 2 | Sale of Goods | - | 1.50 | 468.76 | - | 1,846.25 | 2,316.51 |
| 68.38 | 1,379.96 | - | - | 1,448.34 | |||
| 3 | Sale of Fixed Assets | - | - | - | - | - | |
| - | - | 0.03 | - | 0.03 | |||
| 4 | Sale of Investments/Repatriation of Capital | 8.07 | - | - | - | 499.53 | 507.60 |
| - | - | - | - | 714.81 | 714.81 | ||
| 5 | Services Received | 0.08 | 8.29 | 69.77 | - | 39.03 | 117.17 |
| 0.30 | 8.45 | 95.32 | - | 2.56 | 106.63 | ||
| 6 | Services Rendered | 1.74 | 83.16 | - | 213.21 | 298.11 | |
| 1.84 | 290.48 | - | - | 292.32 | |||
| 7 | Remuneration to Key Management Personnel / Relatives of KMPs |
- | - | - | 10.10 | - | 10.10 |
| - | - | - | 5.84 | - | 5.84 | ||
| 8 | Interest Paid | - | 1.24 | **- *** | 51.82 | 53.06 | |
| - | 4.32 | 0.04* | 88.05 | 92.41 | |||
| 9 | Interest / Dividend Received | 0.46 | 9.70 | - | - | 1.57 | 11.73 |
| 7.34 | 9.54 | 0.30 | - | - | 17.18 | ||
| 10 | Reimbursement of Expenses - Receipts | - | - | - | - | - | - |
| - | - | 1.75 | - | - | 1.75 | ||
| 11 | Investment in Preference Shares | - | - | - | - | 3.38 | 3.38 |
| - | - | - | - | 0.56 | 0.56 | ||
| 12 | Partial redemption of preference shares | - | - | - | - | 0.97 | 0.97 |
| - | - | - | - | 0.09 | 0.09 |
116
Notes
MUKAND LIMITED
Rs. in crore
| Nature of transactions | Relatedparties as referred in | Relatedparties as referred in | Relatedparties as referred in | Relatedparties as referred in | Relatedparties as referred in | Relatedparties as referred in | |
|---|---|---|---|---|---|---|---|
| a (i) above |
a (ii) above |
a (iii) above |
a (iv) above |
a (v) above |
Total | ||
| 13 | Finance taken including equity / (re-payment of loans & advances) - Net |
- | - | - | - | (61.16) | (61.16) |
| 14.72 | 3.59 | 259.32 | - | (537.10) | (259.47) | ||
| 14 | Finance given including equity / preference (re-payment of loans & advances) - Net |
0.50 | (3.28) | - | - | - | (2.78) |
| 47.39 | - | 0.65 | 0.04 | 48.08 | |||
| 15 | Guarantee given by the Company | - | - | - | - | 50.18 | 50.18 |
| - | - | 112.20 | - | - | 112.20 | ||
| 16 | Preference / Equity Dividend Paid | - | - | - | 2.25 | 8.43 | 10.68 |
| - | - | - | - | - | - | ||
| 17 | Guarantee given to the Company’s Banker | - | - | - | - | 200.00 | 200.00 |
| - | - | - | - | 2,000.00 | 2,000.00 | ||
| 18 | Balances at the close of theyear: | ||||||
| i) Amount Receivable (Net of ECL/amount written of) | - | 18.88 | 42.79 | - | 25.74 | 87.41 | |
| - | 27.42 | 88.87 | - | 0.36 | 116.65 | ||
| ii) Amount Payable | - | 0.83 | 14.29 | 0.17 | 11.10 | 26.38 | |
| 0.08 | 1.09 | 24.60 | 0.32 | - | 26.09 | ||
| iii) Amount Receivable in respect of loans & advances | 11.20 | 145.65 | - | - | - | 156.85 | |
| 12.90 | 140.20 | - | - | - | 153.10 | ||
| iv) Amount Payable in respect of loans & advances | - | - | - | 0.25 | 675.80 | 676.05 | |
| 0.30 | - | 14.50 | - | 342.18 | 356.98 | ||
| v) Property deposit taken | - | 0.07 | - | - | - | 0.07 | |
| - | 0.07 | - | - | - | 0.07 | ||
| 19 | Guarantees given by the Company | - | 47.75 | - | - | 450.02 | 497.77 |
| - | 115.00 | 399.84 | - | - | 514.84 | ||
| 20 | Guarantee given to the Company’s Banker | - | - | - | - | 2,200.00 | 2,200.00 |
| - | - | - | - | 2,000.00 | 2,000.00 |
Note : Figures in bold type relate to the current year and figures in normal type relate to previous year.
- Interest on FDs to relatives of a Director / includes amount payable for FDs / interest thereon
39. (b) (ii) Details in respect of material transactions with related parties
Rs. in crore
| . () () eas n respec o maera ran |
sacons w | reae pares | Rs. in crore |
|---|---|---|---|
| Purchase of Goods: | Sale of Investments/Repatraition of Capital : | ||
| Mukand International FZE | - | Jamnalal Sons Pvt Ltd | 499.53 |
| 0.45 | 713.61 | ||
| Mukand Sumi Metal Processing Ltd | 53.38 | Mukand International FZE | 8.07 |
| - | |||
| 25.10 | |||
| Sidya Investment Ltd | - | ||
| Mukand Sumi Special Steel Ltd | 24.76 | ||
| 1.20 | |||
| 20.20 | |||
| Services Received: | |||
| Adore Traders & Realtors Pvt Ltd | 1.83 | ||
| Hospet Steels Ltd | 57.86 | ||
| - | |||
| 47.98 | |||
| Sale of Goods: | |||
| Mukand Engineers Ltd | 8.29 | ||
| Mukand International FZE | - | ||
| 8.45 | |||
| 68.38 | |||
| Mukand Global Finance Ltd | 0.08 | ||
| Mukand Sumi Metal Processing Ltd | 468.76 | 0.30 | |
| 232.83 | Mukand Sumi Metal Processing Ltd | 11.91 | |
| Mukand Sumi Special Steel Ltd | 1,846.25 | 12.09 | |
| 1,147.13 | Mukand Sumi Special Steel Ltd | 33.52 | |
| Mukand Engineers Ltd | 1.50 | 35.25 | |
| - | Jamnalal Sons Pvt Ltd | 5.35 | |
| Sale of Fixed Assets: | 2.56 | ||
| Bachharaj & Company Pvt Ltd | 0.16 | ||
| MDs/KMP/Relatives of MDs | - | ||
| 0.03 |
117
Notes
MUKAND LIMITED
Rs. in crore
| Rs. in crore | |||
|---|---|---|---|
| Remuneration to Executive Directors & Other KMPs # |
Relatives of Director/ Director and Promoter Group | 0.57 | |
| Short term employment beneft | 9.54 | Guaranteesgiven by the Company | |
| 5.27 | Mukand Sumi Special Steel Ltd | 50.18 | |
| Post Employment Benefts | 0.34 | ||
| 112.20 | |||
| 0.36 | |||
| Guaranteegiven to the Company's Banker | |||
| Remuneration to Non-Executive / Independent Directors |
|||
| Jamnalal Sons Pvt Ltd | 200.00 | ||
| Sitting Fees | 0.22 | 2,000.00 | |
| 0.21 | Finance taken including equity / preference /(re-payment of loans & advances) - Net |
||
| Services Rendered: | |||
| Mukand Sumi Special Steel Ltd | 213.21 | Jamnalal Sons Pvt Ltd | 202.62 |
| 218.81 | |||
| (526.25) | |||
| Mukand Engineers Ltd | 1.74 | ||
| Mukand International FZE | - | ||
| 1.84 | |||
| 14.72 | |||
| Mukand Sumi Metal Processing Ltd | 83.16 | ||
| 71.67 | Mukand Sumi Special Steels Ltd | 0.22 | |
| Interest Paid | 259.32 | ||
| Jamnalal Sons Pvt Ltd | 36.89 | ||
| Baroda Industries Pvt Ltd | - | ||
| 87.24 | |||
| (10.85) | |||
| Adonis Laboratories Pvt Ltd | 0.11 | ||
| Bachharaj & Company Pvt Ltd | (344.00) | ||
| 0.21 | |||
| To relatives of a Director & KMPs | - | ||
| 0.04 | Bachharaj Factories Pvt Ltd | - | |
| Mukand Sumi Metal Processing Ltd | 1.24 | ||
| - | |||
| Bajaj Sevashram Pvt Ltd | 45.00 | ||
| Mukand Sumi Special Steels Ltd | 1.00 | ||
| 4.32 | |||
| Baroda Industries Pvt Ltd | 0.09 | Sanrajnayan Investments Pvt Ltd | 35.00 |
| 0.60 | |||
| Bachharaj & Company Pvt Ltd | 12.21 | Finance given including equity / (re-payment of loans & advances) - Net |
|
| Bachharaj Factories Pvt Ltd | 0.10 | ||
| Bombay Forgings Ltd | (9.33) | ||
| 3.59 | |||
| Bajaj Sevashram Pvt Ltd | 1.34 | ||
| Kalyani Mukand Ltd | - | ||
| Sanrajnayan Investments Pvt Ltd | 0.08 | 0.04 | |
| Mukand Engineers Ltd | 6.05 | ||
| Interest / Dividend Received | |||
| 47.39 | |||
| Mukand International FZE | - | ||
| Adore Traders & Realtors Pvt Ltd | 0.50 | ||
| 6.59 | |||
| - | |||
| Adore Traders & Realtors Pvt Ltd | 0.46 | ||
| 0.75 | FDs repaid to Relatives of a Director / Director | - | |
| Mukand Engineers Ltd | 9.70 | 0.65 | |
| 9.54 | |||
| Dividendpaid | |||
| Mukand Sumi Special Steels Ltd | 1.57 | ||
| Jamnalal Sons Pvt Ltd | 2.91 | ||
| 0.30 | |||
| - | |||
| Reimbusement of Expenses- Payments | |||
Mukand Sumi Special Steels Ltd |
- | Baroda Industries Pvt Ltd | 1.70 |
| 1.75 | |||
| Investment in preference shares | |||
| Bachharaj & Company Pvt Ltd | 1.53 | ||
| Jamnalal Sons Pvt Ltd | 1.69 | ||
| 0.56 | |||
| Bachharaj Factories Pvt Ltd | 0.68 | ||
| Bachharaj & Company Pvt Ltd | 1.69 | ||
| Partial redemption of preference shares | Bajaj Sevashram Pvt Ltd | 1.39 | |
| Jamnalal Sons Pvt Ltd | 0.28 | ||
| 0.09 | |||
| Sanrajnayan Investments Pvt Ltd | 0.22 | ||
| Bachharaj & Company Pvt Ltd | 0.11 | ||
| Bajaj Sevashram Pvt Ltd | 0.01 | Relatives of Director/ Director and Promoter Group | 2.25 |
| - |
118
Notes
MUKAND LIMITED
Rs. in crore
| Rs. in crore | |||
|---|---|---|---|
| Balances at the close of the year: | Mukand Engineers Ltd | 129.86 | |
| i) Amount Receivable (net of ECL/amount written of) |
115.07 | ||
| Adore Traders & Realtors Pvt Ltd | 11.20 | ||
| Bombay Forgings Ltd | 0.55 | 12.90 | |
| 6.25 | iv) Amount Payable in respect of loans & advances |
||
| Mukand Sumi Special Steel Ltd | 25.49 | ||
| 56.44 | Jamnalal Sons Pvt Ltd | 545.26 | |
| 340.16 | |||
| Mukand Sumi Metal Processing Ltd | 42.79 | ||
| Adonis Laboratories Pvt Ltd | - | ||
| 32.43 | |||
| 2.02 | |||
| Mukand Engineers Ltd | 18.33 | ||
| Adore Traders & Realtors Pvt Ltd | - | ||
| 21.17 | |||
| 0.30 | |||
| Kalyani Mukand Ltd | 0.26 | ||
| Mukand Sumi Special Steel Ltd | - | ||
| 0.36 | |||
| 14.50 | |||
| ii) Amount payable | |||
| Bachharaj & Company Pvt Ltd | 50.06 | ||
| Mukand Global Finance Ltd | - | ||
| 0.08 | |||
| Bajaj Sevashram Pvt Ltd | 45.40 | ||
| Mukand Engineers Ltd | 0.83 | ||
| 1.09 | |||
| Sanrajnayan Investments Pvt Ltd | 35.08 | ||
| Hospet Steels Ltd | 8.22 | ||
| 8.33 | |||
| FDs / interest thereon from Relatives of a Director/KMP |
0.25 | ||
| Mukand Sumi Metal Processing Ltd | 6.07 | ||
| - | |||
| 6.21 | v) Property Deposit taken | ||
| Bachharaj & Company Pvt Ltd | 0.03 | Mukand Engineers Ltd | 0.07 |
| - | 0.07 | ||
| Remuneration to Key Management Personnel/ Exp payable to Relatives of KMP |
0.17 | Guaranteesgiven by the Company | |
| 0.32 | Mukand Engineers Ltd | 47.75 | |
| Mukand Sumi Special Steel Ltd | 11.07 | 115.00 | |
| 10.06 | Mukand Sumi Special Steels Ltd | 450.02 | |
| iii) Amount Receivable in respect of loans & advances |
399.84 | ||
| Guaranteegiven to the Company's Banker | |||
| Bombay Forgings Ltd | 15.80 | Jamnalal Sons Pvt Ltd | 2,200.00 |
| 25.13 | 2,000.00 |
Note: Figures in bold type relate to the current year and figures in normal type relate to previous year.
Management has reconciled the balances with the related parties, which have no material impact on the financial statement of the company.
The aforesaid amount does not include amount in respect of Gratuity and Leave for KMP who were employed throughout the year as the same is not determinable.
119
Notes
MUKAND LIMITED
(40) Particulars of Loans, Guarantees, Investments under Section 186 of Companies Act, 2013:
| Rs. in crore | |||
|---|---|---|---|
| Particulars | Purpose | 31-Mar-22 31-Mar-21 |
|
| i) | Loans (net of provisions): | ||
| Name of the Party | |||
| Vidyavihar Containers Ltd. | To be utilized for its business | 0.10 0.10 |
|
| Adore Traders & Realtors Private Ltd | To be utilized for its business | 5.00 5.00 |
|
| Mukand Engineers Ltd | To be utilized for its business | 109.00 102.95 |
|
| Aasman Trading P Ltd | To be utilized for its business | 0.44 0.84 |
|
| A M Realty P Ltd | To be utilized for its business | 0.38 0.38 |
|
| Rajesh Estates & Nirman Pvt Ltd | To be utilized for its business | - 0.70 |
|
| Rajhans Infracon India P Ltd | To be utilized for its business | - 2.50 |
|
| Rajhans Nutriments Pvt. Ltd. | To be utilized for its business | 15.39 21.59 |
|
| Parinee Realty Private Limited | To be utilized for its business | 1.30 13.20 |
|
| ii) | Guarantees: | ||
| Name of the Party | |||
| Mukand Engineers Ltd. | For its banking facilities | 47.75 115.00 |
|
| JSC Centrodorstroy | For security to claim amounts | 5.76 5.76 |
|
| awarded by arbitral Tribunal | |||
| Mukand Sumi Special Steel Ltd (MSSSL) | For its banking facilities | 450.02 399.84 |
|
| iii) | Investments: | ||
| For details,please refer Note No. 4 |
-
(41) The petitions filed with National Company Law Tribunal (NCLT) for Scheme of amalgamation between Adore Traders and Realtors Private Limited, a wholly owned subsidiary of Mukand Global Finance Limited (MGFL) with the parent company, followed by the amalgamation of MGFL and Mukand Engineers Limited with the Company has been approved by NCLT after close of the year on April 29, 2022. The Scheme shall be effective from the appointed date April 1, 2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies. Therefore, the current financial statements do not include effect of amalgamation of these Companies.
-
(42) (I) In accordance with Indian Accounting Standard - 108 “Segment Reporting”, segment information has been given in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these financial statements.
-
(II) Impact analysis on account of COVID-19 pandemic - The second COVID-19 wave posed a downside risk to economic activity during the quarter of the year. Its impact was muted compared with that of the first wave a year ago. The Management expects that considering the nature of its business operations, existing customer and supplier relationships, impact on its business operations, if any, arising from COVID-19 pandemic will not be significant in the long run and will be able to recover carrying amount of all its assets as appearing in the financial statements and meet its entire financial obligations in the near future. The impact of COVID 19 pandemic may be different from that estimated as at the date of approval of these financial statements. The Management will continue to monitor any material changes to future economic conditions.
(III) Monetization of assets:
During the year under report the Company has :
-
i) Disposed off 21% of equity stake held by the Company in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the promoter group of the Company on 30th April 2021 for a total consideration of Rs.499.53 crore. As this investment was measured at fair value in earlier years, this disposal does not have any material impact on the statement of profit and loss for the year under report.
-
ii) Received on 30th April 2021 Rs.8.07 crore from MIFZE towards repatriation of capital (4 shares of 1 Million Dhiram each). MIFZE is in the process of closing down its operations and subsequent liquidation.
-
iii) Executed an Agreement for Sale (AFS) on March 2, 2022, of land of the Company admeasuring approx. 47 acres situated at Kalwe and Dighe, in Thane district for a consideration of Rs. 806.14 crore. Of this, part consideration of Rs.161.23 crore, (being a sum equivalent to 20% of the sale consideration) has been deposited by the purchaser as earnest money deposit, in an escrow account. The aforesaid sale is subject to fulfilment of certain conditions precedent by the parties. Amount realized from above disposal will be mainly utilized to repay debt / other interest-bearing liabilities and this will entail substantial reduction in the yearly interest costs. As at the March 31, 2022 the carrying value of the said land (including capitalized value of improvement) of Rs.106.17 crore is shown as ‘Assets held for Sale’ in accordance with Ind AS-105.
120
Notes
MUKAND LIMITED
- iv) Executed a Conditional Agreement for Sale of a residential flat at Mumbai on December 10, 2021 for a consideration of Rs.15 crore. Of this, part consideration of Rs.1.50 crore (being a sum equivalent to 10% of the sale consideration) has been received by the Company as an Earnest Money Deposit. As at the March 31, 2022 the carrying value of the said flat of Rs.1.68 crore is shown as ‘Assets held for Sale’ in accordance with Ind AS-105.
(IV) Leases
The Company has recognised and measured the Right of Use (ROU) asset and lease liability over the lease period. The Company elected to use the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option (short-term leases), and lease contracts for which the underlying asset is of low value (low-value assets).
- 1 Following is carrying value of right of use assets recognised on date of transition and the movements thereof during the year ended March 31, 2022 & March 31,2021
Rs. in crore
| Rs. in crore | |
|---|---|
| Particulars | ROU Assets |
| Leasehold Land Leased Assets Total |
|
| Balance as at April 1, 2021 Additions during the year Deletion during the year Depreciation on ROU(Refer Note No. 3) |
15.31 - 15.31 - - - - - - (0.19) - (0.19) |
| Balance as at March 31, 2022 | 15.12 - 15.12 |
| Rs. in crore | |
| Particulars | ROU Assets |
| Leasehold Land Leased Assets Total |
|
| Balance as at April 1, 2020 Additions during the year Deletion during the year Depreciation on ROU(Refer Note No. 3) |
25.05 23.81 48.86 - - - (9.41) - (9.41) (0.33) (23.81) (24.14) |
| Balance as at March 31, 2021 | 15.31 - 15.31 |
2 The following is the carrying value of lease liability movement thereof during the year ended March 31, 2022 and March 31,2021 :
and March 31,2021 : |
||
|---|---|---|
| Rs. in crore | ||
| Particulars | 2021-22 | 2020-21 |
| Lease Liability at beginning of the year | - | 27.88 |
| Additions during the year | - | - |
| Finance cost accrued during the year | - | 1.96 |
| Deletion | - | - |
| Payment of lease liabilities | - | (29.84) |
| Lease Liabilityat closingof theyear | - | - |
- 3 Interest expense recorded for lease liabilities is Rs Nil (previous year Rs.1.96 crore) (Refer Note No. 31).
(43) Employee Benefits
- (a) Long term employee benefit obligations
The leave obligations cover the Company’s liability for earned leave and sick leave.The compensated absences charged/(written back) in the Statement of Profit and Loss for the year ended March 31, 2022 based on actuarial valuation is Rs. (1.99) Crore (March 31, 2021 Rs. 0.51 crore).
121
Notes
MUKAND LIMITED
(b) Post employment obligations
Defined contribution plans
The Company also contributes on a defined contribution basis to employees’ provident fund and superannuation fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund (an exempted Trust). The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The expense recognised during the year towards defined contribution plans
| Rs. in crore | Rs. in crore | |
|---|---|---|
| Particulars | 2021-22 2020-21 |
|
| Employer’s | Contribution to Provident Fund 6.44 |
5.55 |
| Employer’s | Contribution to FPF 1.70 |
1.78 |
| Employer’s | Contribution to EDLI 0.71 |
0.64 |
| Employer’s | Contribution to ESIC 0.03 |
0.04 |
| Employer’s | Contribution to Maharashtra Labour Welfare fund 0.01 |
0.02 |
| Employer’s | Contribution to superannuation fund 3.47 |
2.91 |
Defined benefit plans
Gratuity
The Company provides for gratuity for employees as per Company’s Scheme/s. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month and as per the Schemes applicable to those employees. The gratuity plan is a funded plan. The scheme is funded with Life Insurance Corporation in the form of a qualifying insurance policy.
The actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee
benefit obligation as at balance sheet date:
beneft obligation as at balance sheet date: |
|
|---|---|
| Rs. in crore | |
| Defned benefts plans | For the year ended March 31, 2022 For the year ended March 31, 2021 |
| Gratuity (funded) Gratuity (funded) |
|
| I Expenses recognised in statement of proft and loss during the year: Current Service Cost Past Service Cost Expected return on plan assets Interest cost on beneft obligation Total Expenses II Income / Expenses recognised in OCI Actuarial (Gain) / Losses due to Financial Assumption changes in DBO Actuarial (Gain)/ Losses due to Experience on DBO Return on plan assets, excluding amount recognised in net interest expense Total Expenses III Net Asset /(Liability) recognised as at balance sheet date: Present value of defned beneft obligation Fair Value of Plan Assets Funded status [Surplus/(Defcit)] |
2.73 2.63 1.57 - - (0.15) 1.62 1.40 |
| 5.92 3.88 |
|
| (1.45) - 3.56 4.43 (0.03) (0.19) |
|
| 2.08 4.24 |
|
| (54.01) (53.24) 27.87 29.07 |
|
| (26.14) (24.17) |
122
Notes
MUKAND LIMITED
| Defned benefts plans | For the year ended March 31, 2022 For the year ended March 31, 2021 |
|---|---|
| Gratuity (funded) Gratuity (funded) |
|
| IV Movements in present value of defned beneft obligation Present value of defned beneft obligation at the beginning of the year Current Service Cost Past service cost / acquisition adjustment Interest Cost Actuarial (Gain)/Loss Benefts paid Other Adjustments Present value of defned beneft obligation at the end of the year V Movements in fair value of the plan assets Opening fair value of plan assets Investment Income Return on plan assets, excluding amount recognised in net interest expense Contribution from Employer Benefts paid Closing fair value of the plan asset VI Maturity profle of DBO on undiscounted basis: Within the next 12 months (next annual reporting period) Between 2 and 5 years Between 6 and 10 years More than 10 years VII Quantitative sensitivity analysis for signifcant assumptions is as below: 1 Increase/(decrease) on present value of DBO at the end of the year: (i) +100 basis points increase in discount rate (ii) -100 basis points decrease in discount rate (iii) +100 basis points increase in rate of salary increase (iv)-100 basispoints decrease in rate of salaryincrease |
53.24 48.33 2.73 2.63 - - 3.59 3.19 2.10 4.43 (7.65) (4.30) - (1.04) |
54.01 53.24 |
|
| 29.07 26.62 1.97 1.71 0.22 - 4.26 5.04 (7.65) (4.30) |
|
| 27.87 29.07 |
|
| 11.01 7.24 21.01 23.94 27.41 24.94 38.23 37.26 |
|
(3.34) (3.34) 3.79 3.78 3.87 3.85 (3.46) (3.45) |
|
| 2 Sensitivity analysis method |
Sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously. The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change if any.
| VIII | Actuarial Assumptions: As at March 31, 2022 As at March 31, 2021 |
|---|---|
| 1 Discount rate 7.15% 6.75% 2 Expected rate of salary increase 4.00% p.a. 4.00% p.a. 3 Attrition rate 2.00% 2.00% 4 Mortality Indian Assured Lives Mortality (2012-14) Ultimate Indian Assured Lives Mortality (2012-14)Ultimate |
Notes:
a) The rate used to discount post employment benefit obligations is determined by reference to market yields at the end of the reporting period on government bonds.
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
123
Notes
MUKAND LIMITED
-
c) The gratuity fund is managed by Life Insurance Corporation and details of fund invested by insurer are not available with Company.
-
d) The Company expects to make a contribution of Rs. 4.91 Crore to the defined benefit plans (gratuity - funded) during the next financial year.
-
e) The average duration of the defined benefit plan obligation at the end of the reporting period is 7 years.
-
Risk exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumptions. Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time) and Company’s Schemes for different category of employees. There is a risk of change in regulations requiring higher gratuity payouts.
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to the market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
(44) Reconciliation of liabilities arising from financing activities
| Rs. | in crore | ||||||
|---|---|---|---|---|---|---|---|
| Particulars | Opening | Cash | Business | Foreign | Fair | Others | Total |
| Balance | Movement | Acquisition/ | exchange | value | |||
| Disposals | changes | changes | |||||
| March 31, 2022 | |||||||
| Secured Term Loans | - | - | - | - | - | - | - |
| Preference Share Capital | 5.16 | - | - | - | - | 0.47 | 5.63 |
| Long term Loans from Bank | 1,000.00 | - | - | - | - | - |
1,000.00 |
| Long term Loans from Companies | 731.38 | (61.38) | - | - | - | - | 670.00 |
| Fixed Deposits | 0.93 | 15.43 | - | - | - | - | 16.36 |
| Working Capital Loans | 4.50 | (4.50) | - | - | - | - | - |
| Inter corporate Deposits | 79.80 | (7.05) | - | - | - | - | 72.75 |
| Lease Liability | - | - | - | - | - | - | - |
| Total | 1,821.77 | (57.50) | - | - | - | 0.47 |
1,764.74 |
| March 31, 2021 | |||||||
| Secured Term Loans | 253.46 | (253.46) | - | - | - | - | - |
| Preference Share Capital | 4.82 | - | - | - | - | 0.34 | 5.16 |
| Long term Loans from Bank | - | 1,000.00 | - | - | - | - |
1,000.00 |
| Long term Loans from Companies | 1,666.58 | (935.20) | - | - | - | - | 731.38 |
| Fixed Deposits | 48.82 | (47.89) | - | - | - | - | 0.93 |
| Working Capital Loans | 363.36 | (358.86) | - | - | - | 4.50 | |
| Inter corporate Deposits | 203.38 | (123.58) | - | - | - | - | 79.80 |
| Lease Liability | 27.88 | (29.84) | - | - | - | 1.96 | - |
| Total | 2,568.30 | (748.83) | - | - | - | 2.30 |
1,821.77 |
These cash movements are included in the cash flow statement: receipts from borrowing, repayment of borrowing.
124
Notes
MUKAND LIMITED
(45) Interests in other entities
In compliance with Ind AS 27 “Separate Financial Statements”, the required information is as under:
| Name of Entity Place of Business/ Country of Incorporation |
Percentage of Ownership Interest as on |
|---|---|
| 31-Mar-22 31-Mar-21 |
|
| (a) Subsidiaries Mukand Global Finance Ltd. (MGFL) India Mukand International FZE UAE Adore Traders & Realtors Private Ltd. (Wholly owned subsidiary of MGFL) India (b) Joint Ventures Mukand Sumi Metal Processing Ltd. India Mukand Vini Mineral Ltd. India Mukand Sumi Special Steels Ltd. (upto 30th April,2021) India Hospet Steel Ltd. India (c) Associates* Mukand Engineers Ltd. India Bombay Forgings Ltd. India Stainless India Ltd. India |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 51.00% 51.00% 49.01% 49.01% 21.00% 28.00% 28.00% 36.11% 36.11% 24.00% 24.00% 44.09% 44.09% |
- During the year this Company has been struck off by the Registrar of Company’s
(46) Fair Value Measurements
A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| 1 | Carrying Amount Fair Value |
|
|---|---|---|
| FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total |
||
| Financial Assets and Liabilities as at March 31, 2022: a Non-Current Financial Assets Investments in Equity/ Preference Instruments Other Financial Assets b Current Financial Assets Trade Receivable Cash & Cash Equivalents Other Bank Balance Loans Other Financial Assets Current Investments |
185.66 - 19.97 205.63 - - 185.66 185.66 - - 25.23 25.23 - - - - - - 480.41 480.41 - - - - - - 40.78 40.78 - - - - - - 167.46 167.46 - - - - - - 131.61 131.61 - - - - 0.82 - 148.16 148.98 - 0.82 - 0.82 - 1.06 - 1.06 - - 1.06 1.06 |
|
| 186.48 1.06 1,013.62 1,201.16 - 0.82 186.72 187.54 |
||
| c Non-current Financial liabilities Borrowings Other Financial Liabilities d Current Financial liabilities Short term borrowings Trade Payables Other Financial Liabilities |
- - 691.63 691.63 - - - - - - 0.25 0.25 - - - - - - 1,072.71 1,072.71 - - - - - - 495.49 495.49 - - - - - - 18.60 18.60 - - - - |
|
| - - 2,278.68 2,278.68 - - - - |
125
Notes
MUKAND LIMITED
| 2 | Carrying Amount Fair Value |
|
|---|---|---|
| FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total |
||
| Financial Assets and Liabilities as at March 31, 2021: a Non-Current Financial Assets Investments in Equity Instruments Other Financial Assets b Current Financial Assets Trade Receivable Cash & Cash Equivalents Other Bank Balance Loans Other Financial Assets Current Investments |
185.70 - 19.97 205.67 185.70 185.70 - - 23.04 23.04 - - - - - - 516.61 516.61 - - - - - - 19.85 19.85 - - - - - - 16.14 16.14 - - - - - - 147.26 147.26 - - - - - - 158.60 158.60 - - - - 499.53 10.08 - 509.61 - - 509.61 509.61 |
|
| 685.23 10.08 901.47 1,596.78 - - 695.31 695.31 |
||
| c Non-current Financial liabilities Borrowings Other Financial Liabilities d Current Financial liabilities Short term borrowings Trade Payables Other Financial Liabilities |
- - 1,735.41 1,735.41 - - - - - - 0.25 0.25 - - - - - - 85.79 85.79 - - - - - - 428.24 428.24 - - - - 0.70 - 34.67 35.37 - 0.70 - 0.70 |
|
| 0.70 - 2,284.36 2,285.06 - 0.70 - 0.70 |
B. Measurement of fair value
The following methods and assumptions were used to estimate the fair values:
-
a) The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current bank balances and other liabilities including deposits, creditors for capital expenditure, etc. are considered to be the same as their fair values, due to current and short term nature of such balances.
-
b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances if required, are taken to account for expected losses of these receivables.
-
c) The fair values for investment in equity shares other than subsidiaries were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
C. Fair Value Hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
126
Notes
MUKAND LIMITED
D. Valuation technique used to determine fair value
| Valuation technique used to | determine fair value | |||
|---|---|---|---|---|
| Type | Valuation technique | Signifcant unobservable input |
Interrelationship between Signifcant unobservable |
|
| input and fair valuation | ||||
| Investments in unquoted instruments accounted for as Fair value through Proft |
Income based approach (Discounted Cash Flow Method) |
Discounting WACC- 12% |
Rate/ | Increase/ (Decrease) in signifcant unobservable input will (Decrease) / Increase fair |
| & Loss | value of the instrument |
- E. Reconciliation of Level 3 fair values:
Rs. in crore
| Reconciliation of Level 3 fair values: | Rs. in crore |
|---|---|
| Particulars | 31-Mar-22 31-Mar-21 |
| Opening balance | 695.31 1,408.65 |
| Additional Investment | - - |
| Sale of Investment | (507.59) (713.60) |
| Fair Value gain/(loss) recognized in: | - - |
| Statement of proft and loss | (0.04) 4.82 |
| Other comprehensive income | (0.96) (4.56) |
| Other Equity | - - |
| Closing balance | 186.72 695.31 |
F. Sensitivity Analysis
A reasonably possible changes at the reporting date to one of the significant observable inputs, holding other inputs constant, would have the following effects in profit or loss:
| A reasonably possible changes at the reporting date to one o constant, would have the following efects in proft or loss: |
f the signifcant observable inputs, holding other inputs |
|---|---|
| Signifcant unobservable input | 31-Mar-22 31-Mar-21 |
| Increase Decrease Increase Decrease |
|
| 0.5% Discount rate MSMPL |
(10.07) 11.19 (10.66) 11.87 |
(47) Financial Risk Management
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Directors of the Company. The Audit Committee periodically reviews the adequacy and efficacy of the overall risk management system. The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company has in place adequate Internal Financial Controls with reference to financial statements and such internal financial controls are operating effectively. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial statements.The Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk and
• Market risk
A Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
i Trade and Other receivables
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The loss rates are computed using a ‘roll rate’ method based on the probability of receivable progressing through successive stages till full provision for the trade receivable is made.
The ageing analysis of trade receivables (net of provision) has been considered from the date the invoice falls due.
127
Notes
MUKAND LIMITED
| Particulars 0 to 180 days due past due date More than 180 days upto 1 year past due date More than 1 year upto 2 years past due date More than 2 year upto 3 years past due date More than 3 years past due date Total Less : Provision for Expected Credit Loss / Doubtful Debts |
Rs. in crore |
|---|---|
| 31-Mar-22 31-Mar-21 |
|
| 478.34 484.58 2.51 3.38 2.77 1.48 1.21 2.09 30.17 49.59 |
|
| 515.00 541.12 (34.59) (24.51) |
|
| 480.41 516.61 |
The Company does not have any disputed trade receivable as on 31st March 2022 (previous year: Nil)
ii The following table summarizes the changes in loss allowances measured using life time expected credit loss model for trade and Other Receivables -
| Rs. in crore | ||
|---|---|---|
| Particulars | 31-Mar-22 | 31-Mar-21 |
| Opening Provision | 55.14 | 102.33 |
| Provision during the year | 10.08 | 7.81 |
| Reversal of provision | (10.06) | - |
| Provision written of | - | (55.00) |
| Closing provision | 55.16 | 55.14 |
iii Cash and bank balances
The Company held cash and cash equivalent and other bank balance of Rs. 208.24 crores at March 31, 2022 [including Rs. 161.46 crores being Short Term Fixed Deposit Escrow Account] (March 31, 2021: Rs. 35.99 crores). The same are held with banks with good credit rating.
B Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows.
a Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
| i | Rs. in crore |
|---|---|
| Contractual maturities of fnancial liabilities 31 March 2022: 1 year or less 1-2 years More than 2 years Total |
|
| Non-Derivative Long term borrowings 1,000.29 - 691.70 1,691.99 Short term borrowings 72.75 - - 72.75 Trade payables 495.49 - - 495.49 Other fnancial liabilities 18.31 0.25 - 18.56 |
|
| Total 1,586.84 0.25 691.70 2,278.79 |
|
| Derivatives 273.08 - - 273.08 |
|
| Total 1,859.92 0.25 691.70 2,551.87 |
128
Notes
MUKAND LIMITED
| ii b |
Rs. in crore | ||||
|---|---|---|---|---|---|
| Contractual maturities of fnancial liabilities 31 March 2021: |
1 year or less | 1-2 years | More than 2 years | Total | |
| Non-Derivative Long term borrowings Short term borrowings Trade payables Other fnancial liabilities |
2.06 84.30 428.24 34.80 |
1,001.13 - - 0.25 |
734.28 - - - |
1,737.47 84.30 428.24 35.05 |
|
| Total | 549.40 | 1,001.38 |
734.28 |
2,285.06 |
|
| Derivatives | 78.35 | - |
- |
78.35 |
|
| Total | 627.75 | 1,001.38 |
734.28 |
2,363.41 |
|
| The ageing analysis of trade payables | Rs. in crore | ||||
| Particulars | 31-Mar-22 | 31-Mar-21 | |||
| Dues to Micro Enterprises and Small Enterprises - Not Due and upto 1 yr Other than to Micro Enterprises and Small Enterprises Acceptances - Not Due and upto 1 yr Trade Payables Not Due and upto 1 yr Trade Payables >1 yr upto 2 yr Trade Payables >2 yr upto 3 yr Trade Payables >3 yr Total Other than to Micro Enterprises and Small Enterprises |
441.05 0.76 0.98 4.28 |
13.11 | 374.34 1.14 1.65 2.78 |
17.56 30.77 379.91 |
|
| 35.31 | |||||
| 447.07 | |||||
| 482.38 | 410.68 | ||||
| Total | 495.49 | 428.24 |
The Company does not have any disputed trade payable as on 31st March 2022 (previous year: Nil)
C Market risk
Market risk is the risk that changes in market prices, such as interest rates (interest rate risk), will affect the company’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
D Interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long term debt obligation at floating interest rates. The company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
E Interest rate risk exposure
The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:
| The exposure of the Company’s borrowing to interest rate changes at the end of the re | porting period are as follows: |
|---|---|
| Particulars | 31-Mar-22 31-Mar-21 |
| Variable rate borrowings Fixed rate borrowings Total borrowings |
1,000.00 1,000.00 764.74 821.77 |
| 1,764.74 1,821.77 |
F. Sensitivity Analysis
A change of 100 basis points in interest rates would have following impact on profit after tax and equity:
| Particulars | 31-Mar-22 | 31-Mar-21 |
|---|---|---|
| Interest rates – increase by 100 basis points * | 7.48 | 7.48 |
| Interest rates – decrease by100 basispoints * | (7.48) | (7.48) |
- Holding all other variables constant
129
Notes
MUKAND LIMITED
| (47) G Foreign Exchange Risk a. Derivative instruments outstanding: Rs. in crore Particulars As at 31-Mar-2022 As at 31-Mar-2021 Foreign Currency Equivalent (in Rs.) Foreign Currency Equivalent (in Rs.) For Imports USD 2.61 198.92 USD 0.59 43.18 EURO 0 0 EURO 0 0 For Exports USD 0.27 20.55 USD 0.35 25.51 EURO 0.63 53.61 EURO 0.11 9.66 b. Foreign Currency exposure that are not hedged by derivative instruments: Rs. in crore |
Equiv Rs. |
3.726 | 97.604 | 1.733 | 2.264 | 0.010 | 0.010 | 0.100 | 0.000 | 5.57 | 99.88 | Figures in Bold type relate to current year and fgures in normal type relate to previous year. c. Sensitivity if the Exchange rate moves upward / downward by Rs. 1/- Rs. in crore Liability Movement Increase Decrease Upward movement 0.07 1.36 Downward movement (0.07) (1.36) Figures in Bold type relate to current year and fgures in normal type relate to previous year. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | 0.049 | 1.335 | 0.021 | 0.026 | 0.0002 | 0.0002 | 0.001 | 0.000 | 0.07 | 1.36 | ||
| Equiv Rs. |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Other Receivable |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Equiv Rs. |
1.005 | 0.641 | 0.000 | 0.343 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Export Advance |
0.013 | 0.009 | 0.000 | 0.004 | 0.000 | 0.000 | 0.000 | 0.000 | Total 2021-22 | Total 2020-21 | ||
| Equiv Rs. |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Other Payables |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Equiv Rs. |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Cash Bank Balances |
0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Equiv Rs. |
1.335 | 95.614 | 1.733 | 1.920 | 0.010 | 0.010 | 0.100 | 0.000 | ||||
| Creditors | 0.018 | 1.308 | 0.021 | 0.022 | 0.0002 | 0.0002 | 0.001 | 0.000 | ||||
| Equiv Rs. |
1.385 | 1.349 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| Debtors | 0.018 | 0.018 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | 0.000 | ||||
| USD | EURO | AUD | OMR |
130
Notes
MUKAND LIMITED
| (48) Financials Ratios |
Notes | For the year Ended 31-Mar-22 |
For the year Ended 31-Mar-21 |
|---|---|---|---|
| 1 Current Ratio Current Assets / Current Liabilities |
(b) | 1.44 | 3.76 |
| 2 Net Debt Equity Ratio Net Debt = Non Current & Current Borrowings - Current Investments - Cash & Cash Equivalents Equity = Equity Capital + Other Equity |
(a) | 1.72 | 1.44 |
| 3 Debt service coverage ratio EBIDTA / (Net Finance Charges + Net changes in Non Current Borrowings & Current Maturities |
(a) | 3.73 | 9.49 |
| 4 Return on Equity % PAT / Average Equity |
(b) & (c) | 12.85% | 5.24% |
| 5 Inventory turnover ratio COGS / Average Inventory |
(b) | 3.47 | 2.38 |
| 6 Debtors turnover ratio Revenue from Operations / Average Debtors |
(b) | 9.27 | 5.72 |
| 7 Trade Payables turnover ratio Purchases / Average Trade Payables |
(b) | 9.79 | 4.05 |
| 8 Net Capital turnover ratio Working Capital / Revenue from Operations |
(b) | 0.29 | 0.48 |
| 9 Net Proft ratio (%) Total Comprehensive Income / Revenue from Operations |
(c) | 2.57% | 1.20% |
| 10 Return on Capital Employed Total Comprehensive Income /Capital Employed |
(a) & (c) | 8.10% | 11.99% |
| 11 Return on Investment Dividends+Fair Value changes in Current Investments /Current Investments |
(c) | -0.02% | 1.60% |
Note :
(a) There are improvements in the leverage ratios primarily due to increase in profitability and reduction of debt during the year
(b) There are improvements in the Working Capital ratios primarily due to increase in turnover during the year
(c) There are improvements in the profitability ratios primarily due to increase in turnover & profitability during the year
49 I Disclosure of transaction with struck off companies
The following table depicts the details of balances outstanding in respect of transactions undertaken with the Company struck-off under section 248 of the Companies Act, 2013.
| Rs. in crore | ||||
|---|---|---|---|---|
| Name of struck of Company | Nature of transactions with struck-of Companies |
Relationship with the struck-of Company |
Balance as on March 31, 2022 |
Balance as on March 31, 2021 |
| ABB Power Private Limited | Purchase of goods | Vendor | - | - |
| Melfrank Engineers | Purchase of goods | Vendor | - | (0.02) |
| Prompt Security Services | Receiving of services | Vendor | (0.00) | (0.02) |
| Pals Specalised Tooling System | Purchase of goods | Vendor | (0.01) | (0.01) |
| Private Limited |
131
Notes
MUKAND LIMITED
Details of other struck off entities holding equity shares in the Company is as below:
(Amount in Rs)
| (Amount in Rs) | |||
|---|---|---|---|
| Name of struck of Company | No's of Shares Paid-up Capital No's of Shares |
Paid-up Capital | |
| Held As at Held |
As at | ||
| 31-Mar-22 31-Mar-22 31-Mar-21 |
31-Mar-21 | ||
| Satidham Industries Pvt.ltd. | 8,200 82,000 |
- | - |
| Ronak Fabrics Pvt. Ltd | 1,500 15,000 2,000 |
20,000 | |
| Global Emerging Markets India Ltd | 486 4,860 |
486 | 4,860 |
| Alcozin India Pvt Ltd | 101 1,010 |
101 | 1,010 |
| Gagan Trading Co Ltd | 80 800 |
80 | 800 |
| Popular Stock & Share Services Ltd | 80 800 |
80 | 800 |
| Atlantic Securities Pvt Ltd | 24 240 |
24 | 240 |
| Vaishak Shares Limited | 3 30 |
3 | 30 |
| Splash Technologies Pvt Ltd | 1 10 |
1 | 10 |
-
II The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
-
III The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
-
IV The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
-
V The Code on Social Security, 2020 (‘Code’) has been notified in the Official Gazette in September 2020 which could impact the contribution by the Company towards certain employment benefits. The effective date from which the changes and rules would become applicable is yet to be notified. Impact of the changes will be assessed and accounted in the relevant period of notification of relevant provisions.
-
VI Disclosure with respect to monthly/quarterly statement of Current assets filed with Bank
The Company has filed, monthly/quarterly returns or statements read with subsequent revision, with the banks in compliance with the sanctioned facilities, which are in agreement with books of accounts at the time of filing with respective banks.
VII In view of the aggregate losses as calculated in accordance Sec 135 and 198 of the companies Act, 2013 during last 3 years immediately preceding financial years, the Company is not required to incur any expenditure in pursuance of the CSR policy for the FY 2021-22.(Previous year : NIL).
(50) Previous year’s figures have been regrouped/recast wherever necessary.
As per our attached report of even date For and on behalf of the Board of Directors For DHC & Co. Chartered Accountants Niraj Bajaj R Sankaran ICAI FR No. 103525W Chairman & Managing Director Director
Niraj Bajaj R Sankaran Chairman & Managing Director Director DIN : 00028261 DIN : 00381139 A M Kulkarni Umesh V Joshi Rajendra Sawant Chief Executive Officer Chief Financial Officer Company Secretary Mumbai, May 17, 2022
Atul Paliwal
Partner Membership No. 401969 Jaipur, May 17, 2022
132
Notes
133
Auditor’s Report
MUKAND LIMITED
C
F
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Independent Auditor’s Report
To the Members of Mukand Limited
Report on the Audit of the Consolidated Ind AS Financial Statements
Opinion
We have audited the accompanying consolidated Ind AS financial statements of Mukand Limited (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and its joint ventures, comprising of the Consolidated Balance Sheet as at March 31, 2022, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the consolidated Ind AS financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “consolidated Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditor(s) on separate Ind AS financial statements and on the other financial information of the subsidiaries, associates and joint ventures, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, of the consolidated state of affairs of the Group, its associates and joint ventures as at March 31, 2022, their consolidated profit (including other comprehensive income), their consolidated changes in equity and their consolidated cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group, its associates and joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the consolidated Ind AS financial statements under the provisions of the Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the consolidated Ind AS financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 53(vi) to the Consolidated Ind AS financial statements, wherein the Statutory Auditor of Mukand Engineers Limited, an associate Company, have drawn reference without modifying their opinion to following note in their audit report:
We draw your attention to Note No. 44 of the financial Statement, which states that the Mukand Engineers Limited (“the Company”) has incurred a net loss of Rs. 22.42 crores (loss after tax) during the year ending 31[st] March, 2022 and has accumulated losses amounting to Rs. 104.33 crores (loss after tax), up to 31[st] March, 2022 resulting in to erosion of the Net Worth of the Company. During the period under review, fund flow of the Company has been impacted on account of general slow-down in the business, which may also seriously impair Company’s financial position. This indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as going concern. The Company had filed petitions with National Company Law Tribunal (NCLT) for Scheme of amalgamation of Mukand Engineers Limited with the Mukand Limited and the petition has been approved by NCLT after close of the year on April 29, 2022. The Scheme shall be effective from the appointed date April 1, 2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies. On implementation of the Scheme, the MEL will cease to exist and all the assets and liabilities of the MEL will be transferred to the Mukand Limited w.e.f. the Appointed Date on a going concern basis and in the manner provided in the said Scheme. In view of this, the financial statements of MEL have been prepared on a going concern basis.
Our opinion is not modified in respect of above matter.
Emphasis of Matter
We draw attention to the following matters in the notes to the consolidated Ind AS financial statements:
Note 44 (ii) to the Consolidated Ind AS financial statements, which explains on the impact of COVID-19 pandemic situation on the operational and financial position of the Group, its associates and joint ventures which is further dependent upon the circumstances as they evolve in the subsequent period.
Note 13(b) to the Consolidated Ind AS financial statements, relating to exposures in Bombay Forgings Limited (“BFL”) aggregating Rs. 16.54 crores (net of ECL provision) as at March 31, 2022. The management, barring any significant uncertainties in future,
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has considered the value of unencumbered fixed assets and current assets of BFL for the balance portion of exposure in BFL.
Note 42(B) to the Consolidated Ind AS financial statements, relating to the accounting treatment of goodwill amounting to Rs. 1,834.84 crores in the books of Mukand Sumi Special Steel Limited (“MSSSL”), a Joint Venture, which is amortised over its useful life in accordance with the scheme of Amalgamation as sanctioned by the National Company Law Tribunal (“NCLT”). As a consequence, depreciation and amortisation expenses for the period ended April 30, 2021 in the books of MSSSL includes Rs. 7.54 crores on account of amortisation of goodwill. This accounting treatment is different from that prescribed under Indian Accounting Standard (Ind AS) 103 - “Business Combination” for business combination of entities under common control. Had the accounting treatment prescribed under Ind AS 103 been followed, the depreciation and amortisation expense for the period ended April 30, 2021 would have been lower by Rs. 7.54 crores and profit before tax would have been higher by similar amount.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Appropriateness of estimation of cost to complete the project
The Holding Company generates part of its revenue from long term construction / project related activity and contracts for supply / commissioning of plant and equipment which is accounted under the percentage of completion method (“POC”), which is the proportion of cost of work performed to-date, to the total estimated contract costs.
Determination of revenue requires estimation of total contract costs which is done based on the actual cost incurred till date and the cost required to be incurred to complete the projects. The estimation of cost to complete involves exercise of significant judgment by the management and assessment of project data, estimates related to future costs and assumptions.
This has been considered as a key audit matter given the involvement of management judgment and any variation have consequential impact on the revenue recognised as per percentage of completion method.
How our audit addressed the Key Audit Matter:
We have performed the following procedures among others:
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a) Understood and evaluated the design and tested the operating effectiveness of controls around estimation of costs to complete the project including the review and approval of estimated project cost.
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b) Verified the contracts on test check basis entered by the Holding Company for the consideration and relevant terms and conditions relating to variations to the cost.
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c) Obtained computation of estimated costs to complete the project and the percentage of project completion and verified the same against the contractual terms and the work orders placed with vendors.
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d) Verified original invoices, purchase orders, receipts etc. for the actual costs incurred upto the year end date on test check basis.
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e) Discussed the status of the projects with the Holding Company’s project management team and evaluated the reasonableness of the estimates made by the management of costs to be incurred for completion of the respective projects.
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f) Verified the revision in total cost of the contracts by comparing the Holding Company management estimates revised during the current year with the estimate made in earlier years and obtained reasons for such revision including verification of correspondence with the vendors in case of renegotiation of prices with them and the approvals for the same.
Other Information
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Holding Company’s Director’s Report, but does not include the standalone Ind AS financial statements, consolidated Ind AS financial statements and our auditor’s report thereon.
Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed and the reports of other auditors, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial Statements
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The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance (including other comprehensive income), consolidated changes in equity and consolidated cash flows of the Group including its associates and joint ventures in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and of its associates and joint ventures and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for assessing the ability of the Group and of its associates and joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group including its associates and joint ventures or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for overseeing the financial reporting process of the Group and of its associates and joint ventures.
Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company, its subsidiary companies, associate companies and joint venture companies, which are companies incorporated in India, have adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates and joint ventures to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including the disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its associates and joint ventures of which we are the independent auditors, to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the Ind AS financial statements of such entities included in the consolidated Ind AS financial statements of which we are the independent auditors. For the other entities included in the consolidated Ind AS financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the
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audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated Ind AS financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
- (a) We did not audit the Ind AS financial statements of two (2) subsidiaries and one (1) step down subsidiary, whose Ind AS financial statements reflects total assets of Rs. 46.86 crore and net liability of Rs. 274.92 crore as at March 31, 2022, total revenues of Rs. 14.29 crore and net cash outflow amounting to Rs. 8.81 crore for the year ended on that date, as considered in the consolidated Ind AS financial statements. The consolidated Ind AS financial statements also include Group’s share of net loss of Rs. 7.59 crore for the year ended March 31, 2022, as considered in the consolidated Ind AS financial statements, in respect of One (1) associate and three (3) joint ventures, whose Ind AS financial statements have not been audited by us. These Ind AS financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint ventures and associates, and our report in terms of section 143(3) of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associates, is based solely on the reports of the other auditors.
One (1) of the above subsidiary is located outside India whose financial statements have been prepared in accordance with accounting principles generally accepted in that country and which have been audited by its independent auditor under generally accepted auditing standards applicable in that country. The Holding Company’s management has converted the financial statements of such subsidiary located outside India from accounting principles generally accepted in that country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the report of its independent auditor and the conversion adjustments prepared by the management of the Holding Company and audited by us.
- (b) The unaudited financial statements/ financial informations of two (2) associates has not been furnished to us by the Management. According to the information and explanations given to us by the Management, these financial statements/ financial informations are not material to the Group.
Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Ind AS financial statements/financial information certified by the management.
Report on Other Legal and Regulatory Requirements
- (1) With respect to the matters specified in paragraph 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (the “Order”/ “CARO”) issued by the Central Government in terms of section 143(11) of the Act, to be included in the Auditor’s report, according to the information and explanations given to us, and based on the CARO report issued by us for the Holding Company and taking into consideration the reports of other auditors on separate Ind AS financial statements of subsidiaries, associates and joint ventures, included in the consolidated Ind AS financial statements of the Holding Company, to which reporting under CARO is applicable, we report as under:
Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements are:
| Sr. No. |
Name | CIN | Holding company / subsidiary / associate/ joint venture |
Clause number of the CARO report which is qualifed or is adverse |
|---|---|---|---|---|
| 1 | Mukand Limited | L99999MH1937PLC002726 | HoldingCompany | iii(c), iii(d)& iii(e) |
| 2 | Mukand Engineers Limited | L45200MH1987PLC042378 | Associate | iii(c)& iii(d) |
| 3 | Mukand Sumi Metal ProcessingLimited |
U27300MH2012PLC234000 | Joint Venture | ii(b) |
| 4 | Adore Traders and Realtors Private Limited |
U45201MH2006PTC163824 | Step-down subsidiary | iii(c), iii(d) & iii(e) |
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(2) As required by section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on separate Ind AS financial statements and the other financial information of subsidiaries, associates and joint ventures, as noted in the Other Matters section above we report, to the extent applicable, that:
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a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;
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b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;
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c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;
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d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
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e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2022 and taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate companies and joint venture companies, incorporated in India, none of the directors of the Group companies, its associate companies and joint venture companies, incorporated in India, is disqualified as on March 31, 2022 from being appointed as a director in terms of section 164(2) of the Act;
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f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company, its subsidiary companies, its associate companies and joint venture companies incorporated in India and the operating effectiveness of such controls, refer to our separate report in “Annexure 1”;
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g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us by the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate companies and joint venture companies incorporated in India, the remuneration paid/ provided to their directors during the year by the Holding Company, subsidiary companies, associate companies and joint venture companies incorporated in India is in accordance with the provisions of section 197 of the Act;
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h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
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i. The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and joint ventures – Refer Note 37 to the consolidated Ind AS financial statements;
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ii. Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and
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iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies, associate companies and joint venture companies incorporated in India.
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iv. a) Based on our audit report on separate Ind AS financial statements of the Holding Company, and consideration of reports of the other auditors on separate Ind AS financial statements of its subsidiary companies, associate companies and joint venture companies, incorporated in India, whose financial statements have been audited under the Act, the management of the Holding Company and the respective management of the aforesaid subsidiaries, associates and joint ventures, have represented that, to the best of their knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group, its associates and joint ventures to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group, its associates and joint ventures (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
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b) Based on our audit report on separate Ind AS financial statements of the Holding Company and consideration of reports of the other auditors on separate Ind AS financial statements of its subsidiary companies, associate companies and joint venture companies, incorporated in India, whose financial statements have been audited under the Act, the management of the Holding Company and the respective management of the aforesaid subsidiaries, associates and joint ventures, have represented that, to the best of their knowledge and belief, no funds have been received by the Group, its associates and joint ventures from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Group, its associates and joint ventures shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
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c) Based on the audit procedures that are considered reasonable and appropriate in the circumstances, and consideration of reports of the other auditors on separate Ind AS financial statements of the subsidiaries companies, associate companies and joint venture companies, incorporated in India, whose financial statements have been audited under the Act, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
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v. As stated in the consolidated Ind AS financial statements:
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The final dividend proposed in the previous year, declared and paid by the Holding Company during the year is in compliance with section 123 of the Act.
The Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with section 123 of the Act.
Further, based on the audit reports of the subsidiary companies, associate companies and joint venture companies, incorporated in India, those entities have not declared nor paid any dividend during the year.
For DHC & Co
Chartered Accountants
ICAI Firm Registration No.103525W
Atul Paliwal
Partner Membership No. 401969 UDIN: 22401969AJCMRJ8418
Place : Jaipur Date : May 17, 2022
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ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT
[Referred to under ‘Report on Other Legal and Regulatory Requirements’ section in our Independent Auditor’s Report of even date to the members of Mukand Limited on the consolidated Ind AS financial statements for the year ended March 31, 2022]
Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of Mukand Limited (“Holding Company”) as of and for the year ended March 31, 2022, we have audited the internal financial controls with reference to financial statements of the Holding Company, its subsidiary companies, its associate companies and joint venture companies, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the Holding Company, its subsidiary companies, its associate companies and joint venture companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of Holding Company, its subsidiary companies, its associate companies and joint venture companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements of Holding Company, its subsidiary companies, its associate companies and joint venture companies.
Meaning of Internal Financial Controls with reference to Financial Statements
A company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on consideration of reporting of other auditors as mentioned in Other Matters paragraph below, the Holding Company, its subsidiary companies, its associate companies and joint venture companies, which are companies incorporated in India, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2022, based on the internal control with reference to financial statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
Other Matters
Our aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements in so far as it relates to one (1) subsidiary and One (1) step down subsidiary companies and one (1) associate company and two (2) joint venture companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.
For DHC & Co
Chartered Accountants
ICAI Firm Registration No.103525W
Atul Paliwal
Partner Membership No. 401969 UDIN: 22401969AJCMRJ8418
Place : Jaipur Date : May 17, 2022
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Balance Sheet
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Consolidated Balance Sheet as at 31st March, 2022
(Rs. in crore)
| Consolidated Balance Sheet as at 31st March, 2022 | (Rs. in crore) |
|---|---|
| Particulars Note No. |
As at 31st March, 2022 As at 31st March, 2021 |
| I. ASSETS 1 Non-current Assets (a) Property, plant and equipment 2 (i) (b) Capital work-in-progress 2 (ii) (c) Intangible assets 2 (iii) (d) Right of Use Assets 2 (iv) (e) Investment in Joint Ventures and Associates 3.A (f) Financial Assets i) Investments 4 ii) Other fnancial assets 5 (g) Deferred tax assets 6 (h) Income Tax Assets (net) 7 (i) Other non-current assets 8 Total Non-current assets 2 Current Assets (a) Inventories 9 (b) Financial Assets i) Investment in Joint Venture 3.B ii) Trade receivables 10 iii) Cash and cash equivalents 11 iv) Bank balances other than (ii) above 12 v) Loans 13 vi) Other fnancial assets 14 (c) Other current assets 15.a Total Current assets 3 Asset held for Sale 15.b Total Assets II. EQUITY AND LIABILITIES Equity (a) Share capital 16 (b) Other equity 17 Total Equity LIABILITIES 1 Non-Current Liabilities (a) Financial liabilities i) Borrowings 18 ii) Other fnancial liabilities 19 (b) Provisions 20 (c) Deferred tax liabilities 6 Total Non-current liabilities 2 Current liabilities (a) Financial liabilities i) Borrowings 21 ii) Trade payables due to: 22 Micro and Small Enterprises Other than Micro and Small Enterprises iii) Other fnancial liabilities 23 (b) Other current liabilities 24 (c) Provisions 25 Total Current liabilities Total Equity and Liabilities |
461.42 424.49 31.61 26.13 4.67 6.94 15.12 15.31 101.89 105.87 1.13 0.84 25.24 23.04 6.17 0.40 36.20 23.80 42.34 40.24 |
| 725.79 667.06 |
|
| 1,441.61 1,111.13 - 421.31 480.41 517.13 42.01 29.88 167.46 16.48 159.62 181.82 147.90 159.06 195.55 133.47 |
|
| 2,634.56 2,570.28 107.85 - |
|
| 3,468.20 3,237.34 |
|
| 141.42 141.42 482.94 321.12 |
|
| 624.36 462.54 |
|
| 885.70 1,763.49 0.25 0.25 37.56 38.70 15.48 25.65 |
|
| 938.99 1,828.09 |
|
| 1,145.73 312.14 13.11 17.56 482.38 410.62 39.74 58.60 213.75 136.92 10.14 10.87 |
|
| 1,904.85 946.71 |
|
| 3,468.20 3,237.34 |
Significant Accounting Policies 1 Notes forming part of Consolidated Financial Statements 2-54
As per our attached report of even date
For and on behalf of the Board of Directors
For DHC & Co.
Chartered Accountants ICAI FR No. 103525W
Niraj Bajaj R Sankaran Chairman & Managing Director Director DIN : 00028261 DIN : 00381139
Atul Paliwal
Partner Membership No. 401969 Jaipur, May 17, 2022
A M Kulkarni Chief Executive Officer Mumbai, May 17, 2022
Umesh V Joshi Rajendra Sawant Chief Financial Officer Company Secretary
142
Statement of Profit and Loss
MUKAND LIMITED
C
F
S
Consolidated Statement of Profit and Loss for the year ended 31st March, 2022
| (Rs. in crore) | |
|---|---|
| Particulars Note No. |
Year Ended 31st March, 2022 Year Ended 31st March, 2021 |
| I. Revenue from Operations 26 II. Other Income 27 III Total Income (I) + (II) IV. Expenses (a) Cost of Materials Consumed 28 (b) Purchase of Stock-in-Trade (c) Changes in inventories of Finished Goods, Work-in-Progress and Stock- in-Trade 29 (d) Employee benefts expense 30 (e) Finance costs 31 (f) Depreciation and amortization expense 32 (g) Other expenses 33 (h)Expenditure transferred to Capital Accounts / Capital Work-in-Progress Total Expenses V. Proft/(loss) before tax and Share in Proft of Associates and Joint Ventures ( III-IV ) Add: Share in Proft of Associates and Joint Ventures VI. Proft before tax VII. Tax Expense: 34 Deferred Tax (Expense) / Credit Excess/Short provision for tax in respect of earlier years Total Tax Expense VIII. Proft/(Loss) for the year(VI - VII) IX. Other Comprehensive income (net of tax) 1 Items that will not be reclassifed to Statement of Proft & Loss :- (i) Actuarial Gain on Employee defned beneft funds Less : Deferred tax Expense (ii) Share of other comprehensive income of investments accounted for using the equity method, net of tax. 2 Items that will be reclassifed to Statement of Proft & Loss :- Exchange Fluctuation on Translating Foreign Operation Total Other Comprehensive income (net) X. Total Comprehensive Income for the year (VIII + IX) XI. Weighted average number of Equity Shares outstanding during the year (Face Value of Rs. 10 each) Basic and diluted earningsper share(in Rs.) 35 |
4,636.66 2,725.99 115.72 748.41 |
| 4,752.38 3,474.40 |
|
| 3,104.27 1,580.71 4.29 35.30 (211.51) 249.20 191.33 190.31 160.55 332.41 44.78 68.52 1,300.88 1,120.50 (6.32) (1.26) |
|
| 4,588.27 3,575.69 |
|
| 164.11 (101.29) (2.11) (53.42) |
|
| 162.00 (154.71) 15.42 (38.50) - (10.57) |
|
| 15.42 (49.07) |
|
| 177.42 (203.78) (2.07) (4.43) 0.52 1.12 (0.09) (0.43) 0.16 (0.60) |
|
| (1.48) (4.34) |
|
| 175.94 (208.12) |
|
| 14,14,05,861 14,14,05,861 12.55 (14.41) |
|
| Signifcant Accounting Policies 1 Notes forming part of Consolidated Financial Statements 2-54 |
As per our attached report of even date
For and on behalf of the Board of Directors
For DHC & Co.
Chartered Accountants Niraj Bajaj R Sankaran ICAI FR No. 103525W Chairman & Managing Director Director DIN : 00028261 DIN : 00381139 Atul Paliwal A M Kulkarni Umesh V Joshi Rajendra Sawant Partner Chief Executive Officer Chief Financial Officer Company Secretary Membership No. 401969 Mumbai, May 17, 2022
Partner Membership No. 401969 Jaipur, May 17, 2022
143
Statement of Changes in EquityAuditor’s Report
MUKAND LIMITED
C
F
S
Consolidated Statement of Changes in Equity for the year ended 31st March, 2022
A. Equity share capital (refer Note No. 16)
| A. Equity share capital (refer Note No. 16) | |
|---|---|
| (Rs. in crore) | |
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Balance at the beginning of the reporting year Changes in Equity Share capital during the year Balance at the end of the reporting year |
141.42 141.42 - - |
| 141.42 141.42 |
There are no changes in Equity Share Capital due to prior period errors
B Other Equity (refer Note No. 17)
(Rs. in crore)
| Particulars | Reserve and Surplus Other Comprehensive Income (OCI) Securities Premium Reserve Capital Redemption Reserve Capital Reserve General Reserve Reserve Fund in terms of Section 45 I C (i) of Reserve Bank of India Act, 1934 Retained Earnings Foreign Currency Translation Reserve Equity instruments through OCI Remeasurement of defned beneft obligation through OCI Total* |
|---|---|
| Balance as at 31st March, 2020 Proft for the year Other comprehensive income (net of tax) Share issue expenses Transfer to Other Reserve Opening IND AS 116 Reserve efect (Refer Note No. 39) Adjustment arising out of consolidation Balance as at 31st March, 2021 Proft for the year Other comprehensive income (net of tax) Share issue expenses Equity Dividend Reclassifcation from Equity OCI to Retained Earning Transfer to Other Reserve Balance as at 31st March, 2022 |
100.23 3.00 169.66 3.83 242.02 2.33 0.51 7.67 529.25 - - - - (203.78) - - - (203.78) - - - - - (0.60) (0.43) (3.31) (4.34) (0.01) - - - - - - - (0.01) - - - - (0.14) - 0.14 - - - - - - - - - - - - - - - - - - - - |
| 100.22 3.00 169.66 3.83 38.10 1.73 0.22 4.36 321.12 |
|
| - - - - 177.42 - - - 177.42 - - - - - 0.16 (0.09) (1.55) (1.48) - - - - - - - - - (14.14) (14.14) - - - - - - - - - - - - - - - - - - |
|
| 100.22 3.00 169.66 3.83 201.38 1.89 0.13 2.81 482.94 |
- Capitl Reserve is Rs.47,439/-
There are no changes in Equity Share Capital due to prior period errors
As per our attached report of even date For DHC & Co. Chartered Accountants ICAI FR No. 103525W
For and on behalf of the Board of Directors
R Sankaran
Niraj Bajaj
Chairman & Managing Director Director DIN : 00028261 DIN : 00381139
Atul Paliwal
Partner Membership No. 401969 Jaipur, May 17, 2022
A M Kulkarni
Chief Executive Officer Mumbai, May 17, 2022
Umesh V Joshi Rajendra Sawant Chief Financial Officer Company Secretary
144
Cash flow
MUKAND LIMITED
C
F
S
Consolidated Statement of Cash flow for the year ended 31st March, 2022
| (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | |
|---|---|---|---|
| Particulars | For theyear ended | ||
| 31st March 2022 31st March 2021 |
|||
| A CASH FLOW FROM OPERATING ACTIVITIES: Proft before exceptional items and tax Adjustments for: Depreciation/amortisation/Impairment Expenses Surplus on account of sale of assets/Land Loss on sale of assets Net gains on Fair value changes/Disposal of Equity Instruments Interest expense (net) Dividend Income Credit balances appropriated Excess provisions written back (net) Other Non Cash Items (net) Provision for warranty Provision for Long Term & Short Term Employee Benefts Loss on variation in foreign exchange rates (net) Cash Generated from operations before working capital changes Adjustments for: (Increase)/Decrease in inventories (Increase)/Decrease in trade receivables (Increase)/Decrease in other non-current & Current fnancial assets (Increase)/Decrease in other non-current & Current assets Increase/(Decrease) in trade payables Increase/(Decrease) in other non-current & Current fnancial liabilities Increase/(Decrease) in other non-current & Current liabilities Increase/(Decrease) in non-current & Current provisions Cash generated from operations Taxes paid (net of refunds) Net cash generated from operating activities - [A] B CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Property Plant & Equipment Sale proceeds of Property Plant & Equipment Sale proceeds of Investments Dividend Income Net cash (used in) / generated from investing activities - [B] |
164.11 68.52 (626.94) 0.67 (93.43) 305.06 - (0.72) (11.15) 261.29 0.28 4.56 78.32 (1.86) |
(101.29) (93.72) |
|
| 44.78 | |||
| (22.60) | |||
| 0.50 | |||
| (76.74) | |||
| 145.84 | |||
| (0.01) | |||
| - | |||
| (8.16) | |||
| 0.34 | |||
| 0.58 | |||
| (2.45) | |||
| (3.76) | |||
| 242.43 256.31 (358.85) 227.18 32.52 (321.71) (0.55) 16.79 (333.64) (4.43) |
(195.01) (152.74) |
||
| (330.48) | |||
| 41.15 | |||
| (118.03) | |||
| (64.18) | |||
| 75.47 | |||
| (12.24) | |||
| 76.74 | |||
| (2.07) | |||
| (91.21) (12.40) (103.61) (6.41) 637.06 714.81 - 328.27 |
(347.75) 19.29 |
||
| (328.46) | |||
| (194.94) | |||
| 24.61 | |||
| 498.59 | |||
| 0.01 | |||
| 1,345.46 | |||
145
Cash flow
MUKAND LIMITED
C
F
S
(Rs. in crore)
| (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | |
|---|---|---|---|
| Particulars | For theyear ended | ||
| 31st March 2022 31st March 2021 |
|||
| C CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issue of Preference Shares Dividend Paid Payment towards part redemption of Preference Shares Increase/(Decrease) in working capital loans from bank Increase/(Decrease) in other unsecured loans (net) Increase/(Decrease) in Fixed Deposits taken Payment towards Liability against Right to Use Assets Interest paid/Expenses related to issue of shares Net cash (used in) fnancing activities - [C] Net (decrease) in cash and cash equivalents - [A+B+C] Add: Cash and cash equivalents at the beginning of the year - (Note No. 11) Cash and cash equivalents at the end of theyear -(Note No. 11) |
1.13 (1.13) (358.86) (97.00) (223.52) (0.37) (27.49) (289.87) |
||
| 3.38 | |||
| (14.09) | |||
| (3.38) | |||
| (4.50) | |||
| (57.30) | |||
| 16.29 | |||
| - | |||
| (152.94) | |||
| (212.54) 12.13 29.88 |
(997.11) | ||
| 19.89 9.99 |
|||
| 42.01 | 29.88 | ||
| Signifcant accounting policies Notes forming part of Consolidated Financial Statements |
1 2 - 54 |
Note:
-
In Part A of the Statement of Cash Flows, figures in brackets indicate deduction made from the net profit for deriving the net cash flow from operating activities. In Part B and Part C, figures in brackets indicate cash outflows.
-
The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in Ind AS 7-Statement of Cash Flows.
-
Refer Note No. 46 for reconciliation of liabilities arising from Financing activities.
As per our attached report of even date For and on behalf of the Board of Directors For DHC & Co. Chartered Accountants Niraj Bajaj R Sankaran ICAI FR No. 103525W Chairman & Managing Director Director DIN : 00028261 DIN : 00381139 Atul Paliwal A M Kulkarni Umesh V Joshi Rajendra Sawant Partner Chief Executive Officer Chief Financial Officer Company Secretary Membership No. 401969 Mumbai, May 17, 2022
Partner Membership No. 401969 Jaipur, May 17, 2022
146
Notes
MUKAND LIMITED
C
F
S
Notes forming part of consolidated financial statements.
Group Overview
The consolidated financial statements comprise of Mukand Limited ("the Company", "holding company", "parent"), its subsidiaries, associates and joint ventures (collectively, "the Group") for the year ended 31st March, 2022. The Company is a public limited company, incorporated and domiciled in India which mainly deals in manufacture of special alloy steel / stainless steel, billets, bars, rods, wire rods, EOT cranes, material handling equipment and other industrial machinery and comprehensive engineering services. The registered office of the Company is located at Bajaj Bhawan, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai 400 021. The Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).
The consolidated financial statements for the year ended March 31, 2022 were approved by the Board of Directors of holding company on May 17, 2022.
Note 1: Significant Accounting Policies followed by the Group
(a) Basis of preparation
- (i) These consolidated financial statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (‘Act’) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.
The consolidated financial statements have been prepared on a historical cost basis, except for the following assets and liabilities:
-
1) Certain financial assets and liabilities that are measured at fair value and amortised cost.
-
2) Assets held for sale - measured at the lower of carrying amount or fair value less costs to sell.
-
3) Defined benefit plans - plan assets measured at fair value.
The consolidated financial statements are presented in Indian Rupees (‘Rs.’) which is Company’s functional and presentation currency and all values are rounded to nearest crore, except when otherwise indicated.
- (ii) Current versus Non-current classification
The Group presents assets and liabilities in the balance sheet based on current/non- current classification. An asset is treated as current when it is:
-
Expected to be realized or intended to be sold or consumed in normal operating cycle i.e. 12 months.
-
Held primarily for purpose of trading
-
Expected to be realized within twelve months after the reporting period, or
-
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
-
A liability is current when:
-
It is expected to be settled in normal operating cycle i.e. 12 months.
-
It is held primarily for purpose of trading
-
It is due to be settled within twelve months after the reporting period, or
-
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
(b) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses.
Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
147
Notes
C
F
S
MUKAND LIMITED
Intra-group balance and transactions and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
(ii) Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and the liabilities of the subsidiary and other components of equity. Any interest retained in the former subsidiary is measured at fair value at the date on which control is lost. Any resulting gain or loss is recognised in consolidated Statement of Profit and Loss.
(iii) Equity accounted investees
The Group’s interests in equity accounted investees comprise interests in associates and joint ventures.
An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement, rather than rights of its assets and obligation for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost which includes transaction cost. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and OCI of equity – accounted investees until the date on which significant influence or joint control ceases. When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
(iv) Business combinations
In accordance with Ind AS 103, Group accounts for the business combinations using the acquisition method when control is transferred to the Group. The consideration transferred for the business combination is generally measured at fair value as at the date the control is acquired (acquisition date), as are the net identifiable assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business combinations as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction costs are expensed as incurred, except to the extent related to the issue of debt or equity securities.
If a business combination is achieved in stages, any previously held equity interest in the acquiree is remeasured at fair
value on its acquisition date and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the group (referred as common control business combinations) are accounted for using the pooling of interest method except in case the control is transitory. The assets and liabilities acquired are recognised at their carrying amounts. The identity of the reserves is preserved and they appear in financial statements of the Group in the same form in which they appeared in the consolidated financial statements of the transferor entity. The difference, if any, between the consideration and the amount of share capital of the acquired entity is transferred to capital reserve.
(c) Property, Plant and Equipment (PPE)
Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost less depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost includes its purchase price including non refundable taxes and duties after deducting trade discounts/rebates, directly attributable costs of bringing the asset to its present location and condition and initial estimate of costs of dismantling and removing the item and restoring the site on which it is located.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to the Consolidated Statement of Profit and Loss during the reporting period in which they are incurred.
Machinery spares, stand-by equipment and servicing equipment are recognised as PPE when they meet the definition of
PPE. Otherwise, such items are classified as inventory.
Capital work- in- progress includes cost of property, plant and equipment under installation / under development as at the balance sheet date.
Depreciation methods, estimated useful lives and residual value
Depreciation on property, plant & equipment has been provided on straight line method based on the useful life specified in Schedule II of the Companies Act, except for Continuous Process Plant where useful life is considered as 18 years as per technical evaluation.
Depreciation commences when the assets are ready for their intended use.
148
Notes
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MUKAND LIMITED
Depreciation in respect of assets used for long term engineering contracts is provided on the estimated useful life of the assets.
Assets costing less than Rs. 5,000/- are fully depreciated at the rate of 100% in the year of purchase.
Foreign subsidiaries provides depreciation using methods and at rates applicable under local laws or at such rates so as to write-off the value of assets over its useful life.
Gains and losses on disposals are determined by comparing net disposal proceeds with carrying amount. These are included in the Consolidated Statement of Profit and Loss.
(d) Intangible Assets
Intangible assets that are acquired by the Company, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the intangible asset.
Intangible Assets under Implementation includes cost of such assets under installation / under development as at the balance sheet date.
Amortisation
Intangible assets are amortised on straight line basis over the estimated useful life. The method of amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis.
Useful life of 3 years is considered for amortisation of intangible assets - Computer Software.
Gains and losses on disposals are determined by comparing net disposal proceeds with carrying amount. These are included in the Consolidated Statement of Profit and Loss.
(e) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.
(f) Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group lease asset classes primarily consist of leases for land and buildings and vehicles. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the use of the asset.
At the date of commencement date of the lease (i.e. the date the underlying asset is available for use), the Group recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives received. They are subsequently measured at cost less accumulated depreciation and impairment losses. ROU assets are depreciated from the commencement date on a straight-line basis over the lease term. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
At the commencement date of the lease, the Group recognises lease liability measured at the present value of lease payments to be made over the lease term.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Group changes its assessment of whether it will exercise an extension or a termination option.
Lease Liability and ROU assets have been separately presented in the balance sheet and lease payments have been classified as financing cash flows.
149
Notes
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MUKAND LIMITED
Group as a lessor
Leases for which the Group is a lessor is classified as finance or operating lease. Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
(g) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use. Other borrowing costs are expensed in the period in which they are incurred.
Transaction costs relating to borrowings are considered under effective interest rate method.
(h) Impairment of Non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating units (CGU) fair value less costs of disposal and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation/amortisation is provided on the revised carrying amount of the asset over its remaining useful life.
(i) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(I) Financial Assets
- Financial assets are recognized when the Group becomes a party to the contractual provisions of the instrument. The
group classifies its financial assets in the following measurement categories:
-
those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
-
those to be measured at amortised cost.
The classification depends on the group’s business model for managing the financial assets and contractual terms of the cash flows.
Initial Recognition & Measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in following categories:
-
Debt instruments at fair value through profit or loss (FVTPL)
-
Debt instruments at fair value through other comprehensive income (FVTOCI)
-
Debt instruments at amortised cost
-
Equity instruments at fair value (either through profit or loss or through other comprehensive income, if designated)
Where assets are measured at fair value, gains and losses are either recognised entirely in the Consolidated Statement of Profit and Loss (i.e. fair value through profit or loss), or recognised in other comprehensive income (i.e. fair value through other comprehensive income). For investment in debt instruments, this will depend on the business model in which the investment is held. For investment in equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for equity instruments at FVTOCI.
150
Notes
MUKAND LIMITED
C
F
S
Debt instruments at amortised cost
-
A Debt instrument is measured at amortised cost if both the following conditions are met:
-
a) Business Model Test: The objective is to hold the debt instrument to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value changes).
-
b) Cash flow characteristics test: The contractual terms of the debt instrument give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of EIR. EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset.
Debt instruments at fair value through OCI
A Debt instrument is measured at fair value through other comprehensive income if following conditions are met:
-
a) Business Model Test: The objective of financial instrument is achieved by both collecting contractual cash flows and for selling financial assets.
-
b) Cash flow characteristics test: The contractual terms of the debt instrument give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
Debt instrument included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI), except for the recognition of interest income, impairment gains or losses and foreign exchange gains or losses which are recognised in the Consolidated Statement of Profit and Loss. On derecognition of asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Consolidated Statement of Profit and Loss. Interest earned whilst holding FVTOCI financial asset is reported as interest income using the EIR method.
Debt instruments at FVTPL
FVTPL is a residual category for financial instruments. Any financial instrument which does not meet the criteria for amortised cost or FVTOCI is classified as at FVTPL. A gain or loss on a Debt instrument that is subsequently measured at FVTPL and is not a part of a hedging relationship is recognised in the Consolidated Statement of Profit and Loss and presented net in the Consolidated Statement of Profit and Loss within other gains or losses in the period in which it arises. Interest income from these Debt instruments is included in other income.
Equity Instruments
For all equity instruments, the Group may make an irrevocable election to present in other comprehensive income all subsequent changes in the fair value. The Group makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to profit and loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Consolidated Statement of Profit and Loss.
Preference Instruments are stated at amortised costs.
Derecognition of financial assets
The Group de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity.
If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the assets and an associated liability for amounts it may have to pay.
If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Impairment of financial assets
Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income.
The Group recognises life time expected credit losses for all trade receivables that do not constitute a financing transaction. For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition.
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(II) Equity & Financial Liabilities
Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
(i) Equity Instruments:
- An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the group are recognised at the proceeds received, net of direct issue costs.
(ii) Financial liabilities:
Initial recognition and measurement:
Financial liabilities are initially recognised at fair value plus any transaction costs that are attributable to the acquisition of the financial liabilities except financial liabilities at FVTPL which are initially measured at fair value.
Subsequent measurement:
The financial liabilities are classified for subsequent measurement into following categories:
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At amortised cost
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At fair value through profit or loss (FVTPL)
Financial liabilities at amortised cost:
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The Group classifies the following under amortised cost:
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Borrowings from banks
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Borrowings from others
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Trade payables
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Lease Deposits
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Lease Liability
Amortised cost for financial liabilities represents amount at which financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount.
Financial liabilities at fair value through profit or loss:
Financial liabilities held for trading are measured at FVTPL.
Financial liabilities at FVTPL are stated at fair value with any gains or losses arising on remeasurement, recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains and losses’ line item.
Derecognition of financial liabilities:
A financial liability is removed from the Consolidated Balance Sheet when the obligation is discharged, or is cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Consolidated Statement of Profit and Loss.
(III) Financial guarantees contracts :
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.
(IV) Derivative financial instruments
Derivative financial instruments such as forward contracts are taken by the group to hedge its foreign currency risks, are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value with changes in fair value recognised in the Consolidated Statement of Profit and Loss in the period when they arise (other than in case of hedge accounting).
(V) Offsetting of financial instruments
Financials assets and financial liabilities are offset and the net amount is reported in the Consolidated Balance Sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
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(j) Fair value measurement:
The Group measures financial instruments, such as, certain investments and derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
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In the principal market for the asset or liability, or
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In the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
All assets and liabilities for which fair value is measured or disclosed in the Consolidated Financial Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
(k) Inventories
Inventories are stated at the lower of cost and net realisable value (NRV). Costs comprise direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Raw Materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. The cost formulae used for determination of cost is ‘First in First Out’ for Raw Materials and ‘Weighted Average Cost’ for Stores and Spares.
Machinery spares, stand-by equipment and servicing equipment are recognised as inventory when the useful life is less than one year and the same are charged to the Consolidated Statement of Profit and Loss as and when issued for consumption.
The inventories resulting from intra-group transactions have been stated at cost after deducting unrealised profit on such transactions.
(l) Taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The Group’s liability for current tax is calculated using the Indian (foreign country tax rate as applicable) tax rates and laws that has been enacted by the reporting date. The Group periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretations and provisions where appropriate.
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax assets is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, only if, it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax is not recognized for temporary differences related to investments in subsidiaries and joint ventures to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
Current and deferred tax is recognised in the Consolidated Statement of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
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(m) Provisions and Contingencies
Provisions
A provision is recognised when the Group has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
Contingent liabilities & Contingent assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the Consolidated Financial Statements.
Contingent assets are not recognized in the Consolidated Financial Statements. If the inflow of economic benefits is probable, then it is disclosed in the Consolidated Financial Statements.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
(n) Employee Benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefit obligations
The liabilities for compensated absences that are not expected to be settled wholly within 12 months are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Consolidated Statement of Profit and Loss.
The obligations are presented as current liabilities in the Consolidated Balance Sheet if the entity does not have any unconditional right to defer settlement for at least 12 months after the end of the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Group operates the following post-employment schemes:
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(a) defined benefit plans such as gratuity and
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(b) defined contribution plans such as provident fund & other funds.
Gratuity Obligations
The liability or asset recognised in the Consolidated Balance Sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit cost method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the Consolidated Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income.
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Defined Contribution plans
Defined Contribution Plans such as provident and other fund are charged to the Statement of Profit and Loss as an expense, when an employee renders the related services. If the contribution payable to scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset.
(o) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker monitors the operating results of its business Segments separately for the purpose of making decision about the resources allocation and performance assessment. Segment performance is evaluated based on the profit or loss and is measured consistently with profit or loss in the Consolidated Financial Statements. The operating segments have been identified on the basis of the nature of products/ services.
(p) Cash and cash equivalents
For the purpose of presentation in the Consolidated Statement of Cash Flows, cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(q) Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.
(r) Earnings per share
Basic earnings per share
Basic earnings per share are calculated by dividing:
the profit attributable to owners of the group
by the weighted average number of equity shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(s) Non-current assets held for sale
The Group classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Such non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Any expected loss is recognised immediately in the Consolidated Statement of Profit and Loss.
The criteria for “held for sale” classification is regarded as met only when the sale is highly probable i.e. an active program to locate a buyer to complete the plan has been initiated and the asset is available for immediate sale in its present condition and the assets must have actively marketed for sale at a price that is reasonable in relation to its current fair value. Actions required to complete the sale should indicate that it is unlikely that significant changes to that plan to sale these assets will be made. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. Assets and liabilities classified as held for sale are presented separately as current items in the Consolidated Balance Sheet.
(t) Dividend distribution to equity shareholders
Dividend distributed to Equity shareholders is recognised as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid.
Final dividend on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.
(u) Foreign currencies
Functional and presentation currency
The financial statements are presented in Indian rupee (INR), which is group’s functional and presentation currency.
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Transactions and balances
Transactions in foreign currencies are recognised at the prevailing exchange rates on the transaction dates. Realised gains and losses on settlement of foreign currency transactions are recognised in the Consolidated Statement of Profit and Loss.
Monetary foreign currency assets and liabilities at the year-end are translated at the year-end exchange rates and the resultant exchange differences are recognised in the Consolidated Statement of Profit and Loss. Non-monetary items denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.
Group Companies
The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
assets and liabilities are translated at the closing rate at the date of the balance sheet
-
income and expenses are translated at average exchange rates
On Consolidation, Exchange differences are recognized in OCI and accumulated in equity (as exchange differences on translating the financial statements of a foreign operation).
(v) Revenue Recognition
The Group mainly deals in manufacture of special alloy steel/ stainless steel, billets, bars, rods, wire rods, EOT cranes, material handling equipment and other industrial machinery and rendering of comprehensive engineering services. Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which Company expects to receive in exchange for those products or services.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government.
Revenue from sale of products and services is recognised at a time when the performance obligation is satisfied except Revenue from Engineering Contracts where in revenue is recognized over the time from the financial year in which the agreement to sell (containing salient terms of agreement to sell) is executed. The period over which revenue is recognised is based on entity’s right to payment for performance completed.
In determining whether Company has right to payment, the Company shall consider whether it would have an enforceable right to demand or retain payment for performance completed to date if the contract were to be terminated before completion for reasons other than Company’s failure to perform as per the terms of the contract. The revenue recognition of Engineering Contracts under progress requires forecasts to be made of total budgeted costs with the outcomes of underlying contracts, which further require assessments and judgements to be made on changes in scope of work and other payments to the extent they are probable and they are capable of being reliably measured. However, where the total project cost is estimated to exceed total revenues from the project, the loss is recognized immediately in the Statement of Profit and Loss.
Revenue from Engineering Contracts where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage of completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Revenues in excess of invoicing are classified as contract assets (which is referred to as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which is referred to as unearned revenues). The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period.
Engineering Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation or transaction price of an existing obligation could undergo a change. In the event, transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:
-
The customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; or
-
The Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
-
The Company’s performance does not create an asset with an alternative use to the Company and Company has an enforceable right to payment for performance completed to date.
In case of performance obligations, where any of the above conditions is not met, revenue is recognised at the point in time at which the performance obligation is satisfied.
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Export incentives
Export Incentives under various schemes are accounted in the year of export.
Interest income
Interest income is accrued on a time proportion basis, by reference to the principal outstanding and the effective interest rate applicable.
Dividend income
Dividend income from investments is recognised when the shareholder’s rights to receive payment have been established.
(w) Exceptional Items:
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. These are material items of income or expense that have to be shown separately due to the significance of their nature or amount.
(x) Events after the reporting period:
Adjusting events are events that provide further evidence of conditions that existed at the end of the reporting period. The financial statements are adjusted for such events before authorisation for issue.
Non-adjusting events are events that are indicative of conditions that arose after the end of the reporting period. Nonadjusting events after the reporting date are not accounted but disclosed.
(y) Significant accounting estimates, judgements and assumptions:
The preparation of the group’s financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected.
In the process of applying the group’s accounting policies, management has made the following judgements which have significant effect on the amounts recognised in the financial statements:
-
i. Useful lives of property, plant and equipment: Determination of the estimated useful life of tangible assets and the assessment as to which components of the cost may be capitalised. Useful life of tangible assets is based on the life specified in Schedule II of the Act and also as per management estimate for certain category of assets. Assumption also needs to be made, when group assesses, whether as asset may be capitalised and which components of the cost of the assets may be capitalised.
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ii. Use of significant judgements in revenue recognition: The Company’s contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables. The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.
Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer.
Revenue from Engineering Contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation.
- iii. Fair value measurement of financial instruments: When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of various inputs including liquidity risk, credit risk, volatility etc. Changes in assumptions/ judgements about these factors could affect the reported fair value of financial instruments.
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iv. Defined benefit plan: The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
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v. Allowances for uncollected accounts receivable and advances: Trade receivables do not carry interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectable. Impairment is made on the expected credit loss model, which are the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about the risk of default and expected loss rates. Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.
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vi. Allowances for inventories: Management reviews the inventory age listing on a periodic basis. This review involves comparison of the carrying value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an allowance is required to be made in the financial statements for any obsolete and slow-moving items. Management is satisfied that adequate allowance for obsolete and slow-moving inventories has been made in the financial statements.
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vii. Impairment of non-financial assets: The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash Generating Units (‘CGU’s) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
-
viii. Contingencies: Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/ claim/ litigation against Group as it is not possible to predict the outcome of pending matters with accuracy.
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ix. Leases: The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
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x. Provision for income tax and deferred tax assets: The Company’s tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period.
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(z) i Recent Pronouncement:
- The amendments to Schedule III of the Companies Act, 2013 are applicable from 01 April 2021. The Company has given effect of amendment by inclusion of the relevant disclosures under explanatory notes or by way of additional notes, wherever significant in nature.
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ii. Recent Indian Accounting Standards (Ind AS) issued not yet effective:
Ministry of Corporate Affairs (“MCA”) notified new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 23 March 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, applicable from 01 April 2022, as below:
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a. Ind AS 103 – Reference to Conceptual Framework:
The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Framework for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the amendment to have any significant impact in its financial statements.
b. Ind AS 16 – Proceeds before intended use:
The amendments mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sales proceeds and related cost in statement of profit or loss. The Company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements.
c. Ind AS 37 – Provisions, Contingent Liabilities and contingent assets:
The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after April1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not expected to be material.
d. Ind AS 109 - Financial Instruments:
The amendment clarifies that while performing the ‘10 percent test’ for derecognition of a financial liability, for computing the discounted present value of the cash flows under the new terms, for determining fees paid net of fees received, a borrower should include only fees paid or received between borrower and lender, including fees paid or received by either the borrower or lender on the other‘s behalf. This amendment is under Annual Improvements to Ind AS (2021). The Company does not expect the above amendment/ improvement to have any significant impact on its standalone financial statements.
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| NET BLOCK | As at 31st March, 2022 |
75.33 1.81 72.30 309.34 1.17 0.72 0.75 |
461.42 | 31.61 | 4.67 - |
4.67 | 15.12 - |
15.12 | 512.82 |
|---|---|---|---|---|---|---|---|---|---|
| N | As at 31st March, 2022 |
- 12.01 114.20 944.54 3.34 3.97 0.98 |
1,079.04 | 4.53 0.15 |
4.68 | 0.56 - |
0.56 | 1,084.28 | |
| DEPRECIATION/AMORTISATIO | Deductions/ Adjustments |
- - 2.64 0.55 0.59 0.29 2.83 |
6.90 | - - |
- | - 47.62 |
47.62 | 54.52 | |
| Depreciation for the year |
- 1.00 4.74 35.85 0.23 0.18 0.21 |
42.21 | 2.38 - |
2.38 | 0.19 - |
0.19 | 44.78 | ||
| As at 01st April, 2021 |
- 11.01 112.10 909.24 3.70 4.08 3.60 |
1,043.73 | 2.15 0.15 |
2.30 | 0.37 47.62 |
47.99 | 1,094.02 | ||
| As at 31st March, 2022 |
75.33 13.82 186.50 1,253.88 4.51 4.69 1.73 |
1,540.46 | 9.20 0.15 |
9.35 | 15.68 - |
15.68 | 1,565.49 | ||
| GROSS BLOCK | Deductions/ Adjustments |
0.39 - 5.39 0.59 0.99 0.41 3.68 |
11.45 | - - |
- | - 47.62 |
47.62 | 59.07 | |
| Additions/ Adjustments |
63.49 - 5.24 14.56 0.09 0.21 0.10 |
83.69 | 0.11 - |
0.11 | - - |
- | 83.80 | ||
| As at 01st April, 2021 |
12.23 13.82 186.65 1,239.91 5.41 4.89 5.31 |
1,468.22 | 9.09 0.15 |
9.24 | 15.68 47.62 |
63.30 | 1,540.76 | ||
| Particulars | i) Property Plant & Equipment Freehold Land Railway Siding Buildings and Roads Plant and Machinery Furniture, Fixtures, etc. Ofce Machinery Vehicles |
Total | ii) Capital Work-in-Progress, expenditure upto date** |
iii) Intangible Assets- Software Goodwill |
Total | iv) Right of Use of Assets Leasehold Land Refer Note No. 39 Plant & Machinery Refer Note No. 39 |
Total | Total (i) + (ii) + (iii) + (iv) |
160
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| Note 2 : Property Plant & Equipment, CWIP & Intangible Assets (Rs. in crore) |
NET BLOCK | As at 31st March, 2021 |
12.23 2.81 74.55 330.67 1.71 0.81 1.71 |
424.49 | 26.13 | 6.94 - |
6.94 | 15.31 - |
15.31 | 472.87 | Other Notes : (i) Property, plant and equipment are free from any encumberances (ii) Refer to Note No. 38 for disclosure of contractual commitments for the acquisition of property, plant and equipment. (iii) Property Plant & Equipment include borrowing costs of Rs.0.42 crore capitalised during the year (March 31, 2021 Rs. 0.39 crore) (iv) Capital work in progress comprises of Property Plant & Equipment under construction and pre-operative expenses & interest pending allocation. (v) Gross Block of Buildings as at March 31, 2022 includes value of ofces, residential fats and garages in co-operative societies/proposed co-operative societies/association of apartment owners aggregating Rs. 0.03 crore at cost (March 31, 2021 - Rs. 6.33 crore [including cost of shares in co-operative societies Rs. 500/- (March 31, 2021- Rs.7,000/-)]. (vi) The Company has not revalued any of its property, plant and equipment and its right of use assets. (vii) The Company does not hold any Benami Property and does not have any proceedings initiated or pending for holding benami property under the Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder. (viii) All immovable properties are held in the name of the Company. |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DEPRECIATION/AMORTISATION | As at 31st March, 2021 |
- 11.01 112.10 909.24 3.70 4.08 3.60 |
1,043.73 | 2.15 0.15 |
2.30 | 0.37 47.62 |
47.99 | 1,094.02 | |||
| Deductions/ Adjustments |
- - 4.15 4.31 0.05 0.03 0.06 |
8.60 | - - |
- | 0.29 - |
0.29 | 8.89 | ||||
| Depreciation for the year |
- 1.00 5.28 36.71 0.24 0.25 0.31 |
43.79 | 0.59 - |
0.59 | 0.33 23.81 |
24.14 | 68.52 | ||||
| As at 01st April, 2020 |
- 10.01 110.97 876.84 3.51 3.86 3.35 |
1,008.54 | 1.56 0.15 |
1.71 | 0.33 23.81 |
24.14 | 1,034.39 | ||||
| GROSS BLOCK | As at 31st March, 2021 |
12.23 13.82 186.65 1,239.91 5.41 4.89 5.31 |
1,468.22 | 9.09 0.15 |
9.24 | 15.68 47.62 |
63.30 | 1,540.76 | |||
| Deductions/ Adjustments |
0.01 - 14.12 5.00 0.17 - 0.02 |
19.32 | - - |
- | 9.70 - |
9.70 | 29.02 | ||||
| Additions/ Adjustments |
3.08 - 0.67 7.97 0.28 0.09 0.29 |
12.38 | 7.45 - |
7.45 | - - |
- | 19.83 | ||||
| As at 01st April, 2020 |
9.16 13.82 200.10 1,236.94 5.30 4.80 5.04 |
1,475.16 | 1.64 0.15 |
1.79 | 25.38 47.62 |
73.00 | 1,549.95 | ||||
| Particulars | i) Property plant & equipment Freehold Land Railway Siding Buildings and Roads Plant and Machinery Furniture, Fixtures, etc. Ofce Machinery Vehicles |
Total | ii) Capital Work-in-Progress, expenditure upto date** |
iii) Intangible Assets- Software Goodwill |
Total | iv) Right of use Leasehold Land Refer Note No. 39 Plant & Machinery Refer Note No. 39 |
Total (iv) | Total (i) + (ii) + (iii) + (iv) |
161
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**(2) ii Property Plant & Equipment, Capital Work-in-Progress & Intangible Assets
a Ageing of CWIP as on 31st March 2022
| (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | |
|---|---|---|---|---|---|---|
| CWIP | Amount in CWIP for aperiod of | Total | ||||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
|||
| Projects in Progress | 12.71 | 3.11 | 0.39 | 1.80 | 18.01 | |
| Projects Temporarilysuspended | - | - | - | 13.60 | 13.60 | |
| Total | 12.71 | 3.11 | 0.39 | 15.40 | 31.61 | |
| (Rs. in crore) | ||||||
| Particulars | ||||||
| Projects which have exceeded their original timeline | 4.48 | |||||
| Projects which have exceeded their original budget | 1.80 |
b Details of Capital Work-in-Progress whose completion is overdue as compared to its original timeline as at 31st March 2022
March 2022 |
|||||
|---|---|---|---|---|---|
| (Rs. in crore) | |||||
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | 4.48 | - | - | - | 4.48 |
| Total - Projects in Progress | 4.48 | - | - | - | 4.48 |
c
Details of Capital Work-in-Progress which has exceeded its cost compared to its original budget as at 31st March 2022
2022 |
|||||
|---|---|---|---|---|---|
| Rs. in crore | |||||
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | 1.80 | - | - | - | 1.80 |
| Total | 1.80 | - | - | - | 1.80 |
d Ageing of CWIP as on 31st March 2021
(Rs. in crore)
| (Rs. in crore) | ||||||
|---|---|---|---|---|---|---|
| CWIP | Amount in CWIP for aperiod of | Total | ||||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
|||
| Projects in Progress | 5.54 | 5.09 | 1.72 | 0.18 | 12.53 | |
| Projects Temporarilysuspended | - | - | - | 13.60 | 13.60 | |
| Total | 5.54 | 5.09 | 1.72 | 13.78 | 26.13 | |
| (Rs. in crore) | ||||||
| Particulars | ||||||
| Projects which have exceeded their original timeline | 4.15 | |||||
| Projects which have exceeded their original budget | 0.83 |
| Particulars | |
|---|---|
| Projects which have exceeded their original timeline | 4.15 |
| Projects which have exceeded their original budget | 0.83 |
162
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- e Details of Capital Work-in-Progress whose completion is overdue as compared to its original timeline as at 31st March 2021
March 2021 |
|||||
|---|---|---|---|---|---|
| Rs. in crore | |||||
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | 4.15 | - | - | - | 4.15 |
| Total - Projects in Progress | 4.15 | - | - | - | 4.15 |
- f Details of Capital Work-in-Progress which has exceeded its cost compared to its original budget as at 31st March 2021
(Rs. in crore)
2021 |
(Rs. in crore) |
||||
|---|---|---|---|---|---|
| Particulars | To be Completed in | Total | |||
| Less than 1 Year |
1 - 2 Years | 2 - 3 Years | More than 3 Years |
||
| Projects in Progress | |||||
| Projects - Kalwe Steel Plant | - | 0.83 | - | - | 0.83 |
| Total | - | 0.83 | - | - | 0.83 |
Note 3A: Investments in Associates and Joint Ventures- Non Current
| Note 3A: Investments in Associates and Joint Ventures- Non Current | |
|---|---|
| (Rs. in crore) | |
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Investments in Equity instruments : A Investment in Associates (i) Mukand Engineers Limited (Quoted) 45,39,781 (March 31, 2021: 45,39,781) equity shares of Rs. 10/- each fully paid up Opening Share of post acquisition accumulated Proft/(Loss) Share of Current Proft/(Loss) Share of Other Comprehensive Income (ii) Stainless India Limited (Unquoted) 60,97,200 (March 31, 2021: 60,97,200) equity shares of Rs. 10/- each fully paid up Opening Share of post acquisition accumulated Proft/(Loss) (iii) Bombay Forgings Limited (Unquoted) 28,800 (March 31, 2021: 28,800) equity shares of Rs. 66.67/- each fully paid up Opening Share of post acquisition accumulated Proft/(Loss) Share of Current Proft/(Loss) Investment in Associates (A) |
19.78 19.78 (24.89) (13.51) (7.97) (11.17) (0.12) (0.21) |
| (13.20) (5.11) |
|
| 13.68 13.68 (13.68) (13.68) |
|
| - - |
|
| 0.19 0.19 (0.19) (0.19) - - |
|
| - - |
|
| (13.20) (5.11) |
163
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MUKAND LIMITED
C
F
S
| (Rs. in crore) | |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| B Investments in Joint Ventures (unquoted) (i) Mukand Sumi Metal Processing Limited 1,39,23,000 (March 31, 2021: 1,39,23,000) equity shares of Rs. 10/- each fully paid up Opening Share of post acquisition accumulated Proft/(Loss) Dividend Share of Current Proft/(Loss) Share of Other Comprehensive Income (ii) Hospet Steels Ltd. 70,004 (March 31, 2021: 70,004) equity shares of Rs. 10/- each fully paid up Share of post acquisition accumulated Proft/(Loss) Share of Current Proft/(Loss) Share of Other Comprehensive Income (ii) Mukand Vini Mineral Ltd 8,52,800 (March 31, 2021: 852,800) equity shares of Rs. 10/- each fully paid up Share of post acquisition accumulated Proft/(Loss) Share of Current Proft/(Loss) During the year ended March 31st March 2022, Mukand Vini Mineral Limited has been struck-of from Register of Companies (ROC). Investments in Preference Instruments Mukand Sumi Special Steel Limited (MSSSL) (formerly known as Mukand Alloy Steel Ltd) 100 (March 31, 2021 : 100) Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up (CY Rs. 45,000/-, PY Rs. 45,000/-). Investment in Joint Ventures (B) Total investment in Associates and Joint ventures(A + B) |
163.56 163.56 (52.58) (58.07) - - 4.08 5.51 0.03 (0.02) |
| 115.09 110.98 |
|
| 0.10 0.10 (0.10) (0.10) - - - - |
|
| - - |
|
0.85 0.85 (0.85) (0.85) - - |
|
| - - |
|
| 115.09 110.98 |
|
| 101.89 105.87 |
|
| Note 3 B: Investments - Current | |
| (ii) Mukand Sumi Special Steel Limited (MSSSL) (formerly known as Mukand Alloy Steel Ltd) --(March 31, 2021: 87,33,006) equity shares of Rs. 10/- each fully paid up Opening Share of post acquisition accumulated Proft/(Loss)/Adjustment due to loss of Control Share of Current Proft/(Loss) Share of Other Comprehensive Income Cost of 21.00% MSSSL shares sold During the year the Company disposed of the balance 21% of the equity stake of 51% (8,733,006 shares ) held in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the promoter group of the Company on 30th April,2021 for a consideration of Rs.499.53 crore. The conslidated fnancial stament for the year includes proft of Rs.76.44 crore under the head “Other Income”, being the diference between sale consideration and the cost. Total investment in Associates and Joint ventures (3A + 3B ) Aggregate amount of quoted investments Market Value of quoted investments Aggregate amount of unquoted investments Aggregate amount of impairment in the value of investments |
0.18 0.18 421.13 1,101.77 1.77 (47.76) (0.20) (423.08) (632.68) |
| - 421.31 |
|
| 101.89 527.18 |
|
| (13.20) (5.11) 12.69 7.20 115.09 532.29 - - |
164
Notes
MUKAND LIMITED
C
F
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Note 4: Non-Current Investments
(Rs. in crore)
| Note 4: Non-Current Investments | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| A) Investment in Equity Instruments i) Quoted investments carried at Fair value through Proft and Loss Bajaj Holdings & Investment Limited 850 (March 2021: 850) Equity Shares of Rs.10/- each, fully paid up ICICI Bank Limited 9,625 (March 2021: 9,625) Equity Shares of Rs.2/- each, fully paid up Total Other Investments Investment aggregating to Rs. 0.004 crore (March 2021: Rs.0.004 crore) is not disclosed above on the basis of materiality Aggregate amount of quoted investments Market Value of quoted investments Aggregate amount of unquoted investments Aggregate amount of impairment in the value of investments |
0.43 0.28 0.70 0.56 |
| 1.13 0.84 |
|
1.13 0.84 1.13 0.84 - - - - |
Note 5: Others financial assets - non current
| Aggregate amount of impairment in the value of investments Note 5: Others fnancial assets - non current |
- - |
|---|---|
| (Rs. in crore) | |
| Particulars | As at 31st March 2022 As at 31st March 2021 |
| Unsecured, considered good unless otherwise stated Security & Other Deposits Others Total |
25.23 23.04 0.01 - 25.24 23.04 |
Note 6: Deferred tax assets/liabilities (net)
| (Rs. in crore) | |
|---|---|
| Particulars | At April 01, 2020 (Charged) / Credited to P & L (Charged) / Credited to OCI Other Adjustment At March 31, 2021 (Charged) / Credited to P & L (Charged) / Credited to OCI Other Adjustment At March 31, 2022 |
| Provision for Employee benefts Taxes and duties Provision for doubtful debts Unabsorbed depreciation / Business Loss Diference between book depreciation and tax depreciation Efect of measurement of Financial Instruments Others Efect of Deferred Tax on CFS adjustments MAT Entitlement Credit Total |
8.90 (0.82) 1.12 - 9.55 (2.97) 0.52 - 7.10 0.25 (0.05) - - 0.20 (0.20) - - - 34.94 (21.06) - - 13.88 0.52 - - 14.40 279.53 (85.91) - - 193.62 (141.45) - - 52.17 (88.76) 32.61 - - (56.15) 2.93 - - (53.22) (78.48) (0.62) - - (79.10) 125.24 - - 46.14 8.15 (39.62) - - (31.47) 32.13 - - 0.66 (190.31) 114.86 - - (75.78) (0.78) - (76.56) 37.89 (37.89) - - - - - - - |
| 12.11 (38.50) 1.12 - (25.25) 15.42 0.52 - (9.31) |
165
Notes
MUKAND LIMITED
C
F
S
| (Rs. in crore) | |
|---|---|
| Summary of Deferred Tax Asset/Liabilities : | As at 31st March, 2022 As at 31st March, 2021 |
| Deferred Tax Asset Deferred Tax Liabilities Total(net) |
6.17 0.40 15.48 25.65 |
| (9.31) (25.25) |
Mukand Ltd. has recognised deferred tax assets on carried forward tax losses. It has concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets and it is expected to generate taxable income in near future. The losses can be carried forward for a period of 8 years as per local tax regulations and it expects to recover the losses.
| Note 7: Income tax assets(net) | (Rs. in crore) As at 31st March, 2022 As at 31st March, 2021 48.71 36.31 (12.51) (12.51) 36.20 23.80 (Rs. in crore) |
|---|---|
| Particulars | |
| Advance Payment of Taxes Less: Provision for tax Total(net) |
|
| Note 8: Other non-current assets | |
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Unsecured, considered good unless otherwise specifed Balance with Government Authorities Capital Advances Total* |
25.65 25.80 16.69 14.44 |
| 42.34 40.24 |
- Includes National Savings Certificates of the cost of Rs 44,000/-(31st March 2021 : Rs. 44,000/-) deposited with government departments.
The Group has not given any advances to directors or other officers of the Group or any of them either severally or jointly with any other persons or advances to firms or private companies respectively in which any director is a partner or a director or a member.
In the opinion of the Board of Directors all items of ‘Current Assets, Loans and Advances’, continue to have a realizable value of at least the amounts at which they are stated in the Balance Sheet, unless otherwise stated.
| Note 9: Inventories | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Raw Materials Work-in-progress Finished goods Stores, Spares, Components and Engineering Construction Materials Loose Tools Contracts in Progress Fuel Total Included in inventories - goods in transit as follows : Raw materials Stores, Spares, Components and Engineering Construction Materials Finished goods Total |
577.85 477.75 208.69 131.79 566.85 431.06 80.61 63.19 0.26 0.21 4.83 5.00 2.52 2.13 |
| 1,441.61 1,111.13 |
|
| 164.28 135.04 10.53 2.90 13.30 3.80 |
|
| 188.11 141.74 |
166
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Note (i): Inventories stated above are free from any encumberances
- (ii): Amounts recognised in Statement of Profit and loss:
Write-down of Stores & Spares to net realisable value amounted to Rs. 0.13 crore (31-Mar-21 - Rs. 0.08 crore). These were recognised as an expense during the year and included in the Statement of Consolidated Profit and Loss.
| Note 10: Trade receivables | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Unsecured, considered good unless otherwise specifed Considered Good Considered doubtful Less : Provision for Expected Credit loss Total |
480.41 517.13 34.59 24.51 (34.59) (24.51) |
| 480.41 517.13 |
Note (a): No trade or other receivable are due from Directors or other officers of the Company either severally or jointly with any other person. Further no trade or other receivable are due from firms or private companies respectively in which any Director is a partner, or Director or member.
(b): The Company’s exposure to credit risk and loss allowances related to trade receivables are disclosed in Note No. 48.
-
(c): Receivables are free from any encumberances.
-
(d): For receivables due from related parties, refer Note No. 43
| (c): Receivables are free from any encumberances. (d): For receivables due from related parties, refer Note No. 43 |
|
|---|---|
| Note 11: Cash and cash equivalents | (Rs. in crore) |
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Balances with banks in current accounts Cheques on hand Cash on hand Remittances-in-Transit (Rs Nil (31-Mar-21 Rs 24,585/-)) Total |
26.95 29.84 15.00 - 0.06 0.04 - |
| 42.01 29.88 |
There are no restrictions with regards to bank balances as at the end of the reporting period and prior periods.
| Note 12: Other Bank Balances | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Balances with banks in Preference Share Redemption Account Unpaid dividend Accounts [31-Mar-21 Rs. 1,266/-] In Margin Money Accounts Escrow Account towards Sale of Land In Deposit Accounts@ Total* |
0.17 - 0.05 5.78 15.97 161.46 - - 0.51 |
| 167.46 16.48 |
*under lien with banks
@ earmarked towards repayment of Public Fixed Deposits of Rs. Nil (31-Mar-21 Rs. 0.27 crores).
| Note 13: Loans - Current | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Unsecured, considered good unless otherwise specifed Loans to Others Less : Provision for expected credit loss Total |
167.06 190.60 (7.44) (8.78) |
| 159.62 181.82 |
167
Notes
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MUKAND LIMITED
-
Note (a): No loans are due from Directors or other officers of the Group or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any Director is a partner or a Director or a member.
-
(b) Mukand Ltd’s investments in and debts / advances due from Bombay Forgings Limited (BFL) was at Rs 16.54 Crore (net of amounts written off / provision for expected credit loss) as at 31st March 2022 as against Rs. 31.57 Crore (net of amounts written off) as at 31st March 2021. The management, considering the value of unencumbered fixed assets of BFL, considers the balance dues to be ‘Good’ and adequately covered and barring unforeseen circumstances expects full realisability of the same in future.
-
(c) Please refer Note No. 48 for Financial risk disclosure.
-
(d) For details of loans given to related parties, please refer Note No. 43.
-
(e) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or
-
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
-
-
(f) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
-
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
-
-
(g) There are no loans or advances in the nature of loans granted to Promoters, Directors, KMP’s and their related parties (as defined under Companies Act,2013) either severally or jointly with any other person, that are:
-
(i) repayble on demand ; or
-
(ii) without specifying any terms or period of repayment.
-
| Note 14: Other Financial Assets - Current | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Unsecured, considered good unless otherwise stated Unbilled Revenue Less : Provision for expected credit loss Interest Receivable Employee advances Deposits Total |
123.05 144.22 (10.45) (20.51) |
| 112.60 123.71 35.21 33.42 0.07 1.91 0.02 0.02 |
|
| 147.90 159.06 |
| Note 15 a: Other current assets | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Unsecured, considered good unless otherwise stated Advances to suppliers and others Balances with statutory/government authorities Export Benefts receivables Prepaid expenses Others Total |
152.93 125.81 24.83 4.47 1.76 1.67 14.53 1.51 1.51 0.01 |
| 195.55 133.47 |
168
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| Note 15 b: Asset Held for Sale | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Land Residential Flat Refer Note no: 44(iii) Total |
106.17 - 1.68 - |
| 107.85 - |
Note 16: Equity Share Capital
| (a) | Authorised & Issued Share capital: | (Rs. in crore) |
|---|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
|
| Authorised Share Capital 14,80,00,000 ( March 31, 2021: 14,80,00,000 ) Equity Shares of Rs. 10 each Issued Share Capital 14,62,73,934 * (March 31, 2021: 14,62,73,934 *) Equity Shares of Rs. 10 each. |
148.00 148.00 |
|
| 148.00 148.00 |
||
| 146.27 146.27 |
||
| 146.27 146.27 |
*** Includes 28,031 shares which have been kept in abeyance by the stock exchange authorities.**
| (b) | Subscribed andpaid capital Particulars 141,405,861 (March 31, 2021: 141,405,861) Equity shares of Rs. 10 each Forfeited shares (amount originally paid up) Total subscribed and fully paid share capital |
(Rs. in crore) |
|---|---|---|
| As at 31st March, 2022 As at 31st March, 2021 |
||
| 141.41 141.41 0.01 0.01 |
||
| 141.42 141.42 |
| **(c) ** | Reconciliation of number of equity shares | (Rs. in crore) |
|---|---|---|
| Particulars | 31 March 2022 31 March 2021 |
|
| No. of Shares Amount No. of Shares Amount |
||
| Balance as at the beginning of the year Increase/Decrease during the year Balance as at the end of theyear |
14,14,05,861 141.41 14,14,05,861 141.41 - - - - |
|
| 14,14,05,861 141.41 14,14,05,861 141.41 |
(d) Rights, preferences and restrictions attached to shares
Mukand Ltd (‘the Company’) has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees in accordance with its dividend distribution policy. The Finance Act 2020 has repealed the Dividend Distribution Tax (DDT). Companies are now required to pay/distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors of Mukand Ltd in its meeting held on May 17, 2022 recommended a dividend on equity shares @ Re 1.5 per share for financial year 2021-22.
During the year ended 31 March 2022, the amount of dividend per share recognized as distribution to equity shareholders was Rs. 1/- as recommended by the Board of Directors in its meeting held on May 25, 2021 and approved by the Shareholders at its meeting held on September 18,2021.
The Dividend paid for the previous year and proposed for the current year is in compliance with Section 123 of the Act.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
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(e) Details of shareholders holding more than 5% shares in the Company
| Particulars | 31 March 2022 31 March 2021 No. of Shares % of holding No. of Shares % of holding |
|---|---|
| Jamnalal Sons Private Limited Baroda Industries Private Limited Bachhraj And Company Pvt Limited Bajaj Sevashram Pvt Ltd. Niraj Bajaj Bajaj Holdings & Investments Limited Rajesh V. Shah |
2,82,44,773 19.97 2,82,44,773 19.97 1,70,03,577 12.02 1,70,03,577 12.02 1,49,56,818 10.58 40,31,892 2.85 1,38,56,881 9.8 76,85,529 5.44 1,17,86,730 8.34 1,17,86,730 8.34 81,13,564 5.74 81,13,564 5.74 - - 72,02,107 5.09 |
(f) Details of Promoters/Promoter Group Shareholding
| A B |
Particulars | 31 March 2022 31 March 2021 |
|---|---|---|
| No. of Shares held % of holding No. of Shares held % of holding |
||
| Companies Jamnalal Sons Pvt Ltd Baroda Industries Pvt Ltd Bachhraj & Co Pvt Ltd Bajaj Sevashram Pvt Ltd Bajaj Holdings & Investment Ltd Bachhraj Factories Pvt Ltd Sanraj Nayan Investments Pvt Ltd Niraj Holdings Pvt Ltd Kamalnayan Investment & Trading Pvt Ltd Madhur Securities Pvt Ltd Rahul Securities Pvt Ltd Rupa Equities Private Limited Shekhar Holdings Pvt Ltd Akhil Investments & Traders Pvt Ltd Valiant Investments & Trades Pvt Ltd Oremet Minerals And Metal Pvt Ltd Sidya Investments Ltd Isarnan Steel and Minerals Pvt. Ltd. Sub-Total (A) Trust Madhur Bajaj (A/c. Nimisha Bajaj Family Trust) Kumud Bajaj (A/c. Neelima Bajaj Family Trust) Sanjivnayan Bajaj (A/c Siddhant Family Trust) Sanjivnayan Bajaj (A/c Sanjali Family Trust) Kumud Bajaj (A/c. Madhur Nimisha Family Trust) Madhur Bajaj (A/c. Kumud Neelima Family Trust) Madhur Bajaj (A/c. Kumud Nimisha Family Trust) Kumud Bajaj (Madhur Neelima Family Trust) Niraj Bajaj (A/c Niravnayan Trust) Suketu V. Shah (Rajketu Trust) Rajesh V Shah (A/c Decree Trust) Neelakantan K. Iyer (A/c Jadavdevi Suketu Trust) Sub-Total (B) |
2,82,44,773 19.97 2,82,44,773 19.97 1,70,03,577 12.02 1,70,03,577 12.02 1,49,56,818 10.58 40,31,892 2.85 1,38,56,881 9.80 76,85,529 5.44 81,13,564 5.74 81,13,564 5.74 68,31,015 4.83 22,28,168 1.58 2,244,898 1.59 3,494 8,000 0.01 8,000 0.01 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 260 260 260 260 100 100 - - 1,60,000 0.11 - - 8,96,310 0.63 |
|
| 9,12,95,146 64.56 6,84,10,927 48.35 |
||
| 2,38,711 0.17 2,38,711 0.17 2,38,711 0.17 2,38,711 0.17 1,42,409 0.10 1,42,409 0.10 1,42,409 0.10 1,42,409 0.10 50,000 0.04 - - 50,000 0.04 - - 50,000 0.04 - - 50,000 0.04 - - 27,200 0.02 27,200 0.02 1,349 - - 100 100 - - 36,42,801 2.58 |
||
| 9,90,889 0.72 44,32,341 3.14 |
170
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| (f) C |
Details of Promoters/Promoter Group Shareholding | Details of Promoters/Promoter Group Shareholding |
|---|---|---|
| Particulars | 31 March 2022 31 March 2021 |
|
| No. of Shares held % of holding No. of Shares held % of holding |
||
| Individuals/Hindu undivided Family Shri Niraj Bajaj Shri Shekhar Bajaj Smt Sunaina Kejriwal Smt Minal Bajaj Shri Rajivnayan Bajaj Shri Narendrakumar J Shah Smt Kiran Bajaj Smt. Pooja Bajaj Vanraj Anant Bajaj Shri Madhur Bajaj Kumud Bajaj Smt Anjana Viren Shah ( Nee Anjana Munsif ) Smt Suman Jain Shri Sanjivnayan Bajaj Shri Rajesh V Shah Shri Suketu V Shah Smt Bansri Rajesh Shah Smt Czaee Suketu Shah Smt Priyaradhika Rajesh Shah Shri Kaustubh Rajesh Shah Shri Rishabh Sukumar Vir Sub-Total (C) Total A+B+C |
1,17,86,730 8.34 1,17,86,730 8.34 7,11,134 0.50 7,11,134 0.50 2,86,180 0.20 2,86,180 0.20 1,92,000 0.14 1,92,000 0.14 1,42,409 0.10 1,42,409 0.10 1,04,105 0.07 1,04,105 0.07 28,800 0.02 28,800 0.02 28,800 0.02 28,800 0.02 28,800 0.02 28,800 0.02 20,000 0.01 2,39,711 0.17 19,711 0.01 - - 11,634 0.01 11,634 0.01 3,744 3,744 1,787 1,787 - - 72,02,007 5.09 - - 45,381 0.03 - - 34,31,542 2.43 - - 49,75,352 3.52 - - 9,60,046 0.68 - - 96,000 0.07 - - 20,17,538 1.43 |
|
| 1,33,65,834 9.44 3,22,93,700 22.84 |
||
| 10,56,51,869 74.72 10,51,36,968 74.33 |
(g) There are no shares reserved for issue under options and contracts / commitments for sale of shares/disinvestment.
(h) There are no unpaid calls from any Director and officer.
(i) As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(j) There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.
| Note 17 : Other Equity | (Rs. in crore) |
|---|---|
| Particulars Note |
As at 31st March 2022 As at 31st March 2021 |
| Capital redemption reserve (i) Securities Premium (ii) Reserve Fund in terms of Section 45 I C (i) of Reserve Bank of India Act, 1934 (iii) Foreign Exchange Fluctuation Reserve (iv) General Reserve (v) Retained Earnings (vi) Share of other comprehensive income of investments accounted for using the equity method (vii) Remeasurement of defned beneft obligation through Other Comprehensive Income (viii) Capital Reserve (Rs.47,439/-)(31 Mar 2021 Rs.47,439/-) Total |
3.00 3.00 100.22 100.22 3.83 3.83 1.89 1.73 169.66 169.66 201.37 38.10 0.13 0.22 2.81 4.36 |
| 482.94 321.12 |
171
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(i) Capital Redemption Reserve
Capital Redemption Reserve was created by the holding company for redemption of preference shares
| Particulars | As at | As at |
|---|---|---|
| 31st March, | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 3.00 | 3.00 |
| Movement duringtheyear | - | - |
| Balance at the end of theyear | 3.00 | 3.00 |
(ii) Securities Premium
Securities Premium is used to record premium on issue of shares. The reserve is utilised as per the provisions of the Companies Act, 2013.
| Particulars | As at | As at |
|---|---|---|
| 31st March, | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 100.22 | 100.23 |
| Share Issue Expenses | - | (0.01) |
| Balance at the end of theyear | 100.22 | 100.22 |
(iii) Reserve Fund in terms of Section 45 I C (i) of Reserve Bank of India Act, 1934
This is a statutory reserve to be maintained in terms of Section 45 I C (i) of Reserve Bank of India Act, 1934.
| Particulars | As at | As at |
|---|---|---|
| 31st March, | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 3.83 | 3.83 |
| Transfer from Retained Earnings | - | - |
| Balance at the end of theyear | 3.83 | 3.83 |
(iv) Foreign Exchange Fluctuation Reserve
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Currency Units) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.
| Particulars | As at | As at |
|---|---|---|
| 31st March, | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 1.73 | 2.33 |
| Movement duringtheyear - OCI | 0.16 | (0.60) |
| Balance at the end of theyear | 1.89 | 1.73 |
(v) General Reserve
General Reserve represents appropriations of retained earnings and are available for distribution to shareholders.
| Particulars | As at | As at |
|---|---|---|
| 31st March | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 169.66 | 169.66 |
| Transfer to Retained Earnings | - | - |
| Balance at the end of theyear | 169.66 | 169.66 |
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(vi) Retained Earnings
Retained Earnings are the profits of the company earned till date net of appropriations.
| Retained Earnings Retained Earnings are the profts of the company earned till date net of appropriations. |
||
|---|---|---|
| Particulars | As at | As at |
| 31st March, | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 38.10 | 242.02 |
| Movement during the year | 177.42 | (203.78) |
| Transfer to Reserve Fund | - | - |
| Transfer from Equity OCI to Retained Earnings | - | (0.14) |
| Dividend Paid | (14.14) | - |
| Adjustments arisingout of Consolidation | - | - |
| Balance at the end of theyear | 201.38 | 38.10 |
(vii) Share of other comprehensive income of investments accounted for using the equity method
| Particulars | As at | As at |
|---|---|---|
| 31st March, | 31st March | |
| 2022 | 2021 | |
| Balance at the beginning of the year | 0.22 | 0.51 |
| Movement during the year - OCI (net of taxes) | (0.09) | (0.43) |
| Transfer from EquityOCI to Retained Earnings | - | 0.14 |
| Balance at the end of theyear | 0.13 | 0.22 |
(viii) Remeasurement of defined benefit obligation through Other Comprehensive Income
| Particulars Balance at the beginning of the year Movement during the year - OCI (net of taxes) Transfer from EquityOCI to Retained Earnings Balance at the end of theyear Note 18: Non-current borrowings |
Particulars | As at 31st March, 2022 As at 31st March 2021 |
|---|---|---|
| Balance at the beginning of the year Movement during the year - OCI (net of taxes) Transfer from EquityOCI to Retained Earnings |
4.36 7.67 (1.55) (3.31) - - |
|
| Balance at the end of theyear | 2.81 4.36 |
|
| (Rs. in crore) | ||
| Particulars Note |
As at 31st March, 2022 As at 31st March 2021 |
|
| Unsecured - Fixed deposit Less : Transaction costs on borrowings - Fixed deposits - From Banks - From Others - Long term loans from companies Preference Share Liability (Unsecured) (a) -- (5,626,320) 0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 10/- redeemed (Previous year Rs 4/-) (Refer Note I below) 5,626,320 8% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 10/- paid up (Previous year Rs 4/-) (Refer Note II below) Total |
16.07 - (0.07) - |
|
| 16.00 - - 1,000.00 864.07 759.46 - 1.78 5.63 2.25 |
||
| 5.63 4.03 |
||
| 885.70 1,763.49 |
Note (a) : Terms of redemption of Cumulative Redeemable Preference Shares (CRPS).
(i) Pursuant to the order of the Hon’ble High Court of Judicature at Bombay dated October 14, 2003, the Company had cancelled 22½ equity shares issued and unallotted and reduced 20% of the then outstanding equity shares amounting to 5,626,320 equity shares. In lieu of cancelled shares, the company has issued 5,626,320 0.01% Cumulative Redeemable Preference Shares of Rs. 10/- each entitled for cumulative Preference dividend of 0.01% p.a. and redeemable in five equal annual installments starting from September, 2019. Accordingly, the Company has redeemed Rs. 2/- per share on 27th September 2019 , Rs 2/- per share on 30th September 2020 and Rs 6/- per share on 30th September 2021 out of the proceeds received from issue of 8% CRPS during the financial year 2019-20 (Rs.2 called up in FY 2019-20, Rs.2 called up in FY 2020-21 and Rs.6 called up in FY 2021-22) by the Company.
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a Shareholders holding more than 5 % of 0.01% CRPS
| 0.01% CRPS of Rs. 10/- each fully paid (Rs.10 redeemed) (previous year Rs. 4/- redeemed) |
31st March, 2022 31st March, 2021 |
|---|---|
| No. of Shares % holding in the class No. of Shares % holding in the class |
|
| Life Insurance Corporation of India Jamnalal Sons Pvt. Ltd. |
- 0.00% 5,95,545 10.58% - 0.00% 4,74,064 8.43% |
b Details of Promoters/ Promoter Group Shareholding of 0.01% CRPS
| 0.01% CRPS of Rs. 10/- each fully paid (Rs.10 redeemed) (previous year Rs. 4/- redeemed) |
31st March, 2022 31st March, 2021 |
|---|---|
| No. of Shares held % holding No. of Shares held % holding |
|
| Companies Jamnalal Sons Pvt Ltd Bajaj Holdings & Investment Ltd Bachhraj & Co Pvt Ltd Sidya Investments Ltd Bajaj Sevashram Pvt Ltd Akhil Investments & Traders Pvt Ltd Bachhraj Factories Pvt Ltd Valiant Investments & Trades Pvt Ltd |
- - 4,74,064 8.43 - - 1,96,259 3.49 - - 1,79,764 3.19 - - 40,000 0.71 - - 11,394 0.20 - - 20 0.00 - - 20 0.00 - - 20 0.00 |
| Sub-Total(A) | - - 9,01,541 16.02 |
| Trust Shri Niraj Bajaj (A/c Niravnayan Trust) Shri Neelakantan K. Iyer(A/c Jadavdevi Suketu Trust) |
- - 1,046 0.02 - - 2,25,038 4.00 |
| Sub-Total(B) | - - 226,084 4.02 |
| Individuals/Hindu undivided Family Shri Rajesh V Shah Shri Sanjivnayan Bajaj Shri Narendrakumar J Shah Shri Madhur Bajaj Smt Minal Bajaj Shri Suketu V Shah Shri Niraj Bajaj Smt Anjana Viren Shah ( Nee Anjana Munsif ) Shri Shekhar Bajaj Smt. Pooja Bajaj Vanraj Anant Bajaj Smt. Kiran Bajaj Smt Suman Jain Smt Czaee Sukumar Shah Smt Bansri Rajesh Shah Smt Sunaina Kejriwal |
- - 2,32,104 4.13 - - 21,060 0.37 - - 8,435 0.15 - - 7,570 0.13 - - 7,384 0.13 - - 7,138 0.13 - - 6,523 0.12 - - 5,247 0.09 - - 4,260 0.08 - - 1,102 0.02 - - 1,102 0.02 - - 1,101 0.02 - - 905 0.02 - - 144 0.00 - - 91 0.00 - - 21 0.00 |
| Sub-Total(C) | - - 3,04,187 5.41 |
| Total A+B+C | - - 14,31,812 25.45 |
(ii) Company allotted 56,26,320, 8% Cumulative Redeemable Preference Shares (CRPS) of Rs. 10 each on private placement basis to the following members belonging to the Promoter Group entities. Rs.10/- has been called up on these shares. These CRPS will be redeemed at Par in one or more installments. These CRPS shall have a maximum term of 20 years from the date of allotment and shall be redeemed at the option of the Company after expiry of 5 years from the date of allotment, but before expiry of 20th year from the date of allotment. In the event of liquidation of the Company before redemption, the holders of CRPS will have priority over equity shares in the payment of dividend and repayment of capital.
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- a Details of shareholders holding more than 5% of 8% CRPS in the Company
| 8% CRPS of Rs. 10/- each @ Rs.10/- paid up (Previous Year Rs.4/-) |
31st March, 2022 31st March,2021 |
|---|---|
| No. of Shares % holding in the class No. of Shares % holding in the class |
|
| Jamnalal Sons Pvt. Ltd. Bachharaj& CompanyPvt. Ltd. |
28,13,160 50.00 28,13,160 50.00 28,13,160 50.00 28,13,160 50.00 |
b Shareholding of the Promoters in 8% CRPS is as shown above
As per records of the company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares .
-
(iii) Long Term Loan of Rs 1,000 crores availed from the Bank is repayable in one installment on 22-Sep-22 and hence shown as current maturities of long term debt in Current Borrowings. The interest rate on this is linked to 3 months T Bill + spread.
-
(iv) The Group has not defaulted in the payment of interest and installments of the loans as at 31st March 2022.
-
(v) Disclosure with respect to monthly / quarterly statement of Current assets filed with Bank (Refer Note 52)
-
(vi) The Company has created / modified the charges with the Registrar of Companies within the statutory period except in the one case where the charge is yet to be satisifed with Registrar of Companies, despite repayment of the underlying loans. The Company is in the process of filing the charge satisfaction e-form with MCA.
-
(vii) The Board of Directors in its meeting held on May 17, 2022 recommended a dividend (on paid up basis) @ 0.01% & 8% on respective CRPS for financial year 2021-22
During the year ended 31 March 2022, the amount of CRPS dividend recognized as distribution to CRPS holders was at 8% / 0.01% as recommended by the Board of Directors in its meeting held on May 25, 2021 and approved by the shareholders at its meeting held on September 18,2021.
(viii) For details of loans received from related parties, refer Note No. 43.
| Note 19: Others Financial Liabilities - Non Current | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Security Deposits Total |
0.25 0.25 |
| 0.25 0.25 |
|
| Note 20: Provisions - Non Current | (Rs. in crore) |
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Provision for Employee Benefts (refer Note No. 45) Total |
37.56 38.70 |
| 37.56 38.70 |
|
| Note 21: Borrowings - Current | (Rs. in crore) |
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Secured - Working Capital Loans from Banks Unsecured - from Others Current Maturities of Long Term Debt Total |
- 4.50 145.77 306.15 999.96 1.49 1,145.73 312.14 |
Note (a) : Details of security
Working Capital Facilities at Note No. 21 and non-funded facilities from the Banks were secured during the previous year by hypothecation of stocks (excluding machinery spares) and book debts. The said facilities were also secured by way of against first pari passu charge against mortgage/ hypothecation of Company’s 87 acres 4 gunthas (approx.) of land, immovable and movable fixed assets both present and future of the Company at its plant at Kalwe and Dighe, Dist. Thane, in the State of Maharashtra and 184 acre 36 gunthas (approx.) of land, immovable and movable fixed assets both present and future of the Company at its existing steel plant at Ginigera/Kankapura, Dist. Ginigera in the State of Karnataka.
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Assets excluded from security given to secured lenders during the previous year at Note No. 21 were as under:
60 acres, 36 gunthas, 8 annas of land at Kalwe and Dighe, Dist. Thane in the State of Maharashtra. 43.14 acres of Leasehold land at Sinnar, Dist. Nashik in the State of Maharashtra. 161.47 acres of land in the state of Jharkhand, for Company’s projects in that state.
Ultrasonic Testing machine at Ginigera / Kankapura, District Ginigera in the State of Karnataka
All other Property Plant & Equipment situated at locations other than its plant at Kalwe, Dighe Thane in the state of Maharashtra and its existing steel plant at Ginigera in the state of Karnataka.
(b) : The Group has not defaulted in the payment of interest and installments of the loans as at 31st March 2022.
| (b) :The Group has not defaulted in the payment of interest and installments of the loan | s as at 31st March 2022. |
|---|---|
| Note: 22: Trade Payables | (Rs. in crore) |
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Dues to Micro Enterprises and Small Enterprises Other than to Micro Enterprises and Small Enterprises - Acceptances - Other trade Payables Total |
13.11 17.56 35.31 30.77 447.07 379.85 |
| 495.49 428.18 |
-
(a) For Payables to related parties, refer Note No. 43
-
(b) Disclosure in respect of creditors registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA) is as under
| As at | As at |
|---|---|
| 31st March, | 31st March |
| 2022 | 2021 |
| The principal amount and the interest due thereon remaining unpaid to suppliers 13.11 |
17.56 |
| Principal - |
- |
| Interest due thereon - |
- |
| Interest actually paid under section 16 of the MSMEDA - |
- |
| Amount of payment made to suppliers beyond the appointed day - |
- |
| Amount of interest due and payable for the period of delay in making payment (which have - |
- |
| been paid and beyond the appointed day during the year) but without adding interest under MSMEDA Amount of interest accrued and remaining unpaid - |
- |
| Amount of further interest remaining due and payable even in the succeeding years, until such dates when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under MSMEDA - |
- |
The disclosure above is based on the information available with Company regarding the status of the suppliers under the MSME.
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Note: 23: Other Current Financial Liabilities
(Rs. in crore)
| Note: 23: Other Current Financial Liabilities | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Interest accrued on borrowings Unpaid dividend (represent amount unclaimed) (Rs. 1,266/-) Unpaid maturity deposits Employee related liabilities Creditors for capital goods Others Total* |
26.99 31.78 0.05 0.29 0.57 8.49 8.71 2.20 16.15 1.72 1.39 |
| 39.74 58.60 |
Please refer Note No. 43 for Related Party Transactions.
- There are no amounts due for payment to Investor’s Education and Protection Fund as at the year end under section 125 of the Act.
the Act. |
|
|---|---|
| Note: 24: Other Current Liabilities | (Rs. in crore) |
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Statutory Dues Advances from customers Other Liabilities Total |
14.21 107.15 23.33 20.69 176.21 9.08 |
| 213.75 136.92 |
Other liabilities includes Rs 161.46 crore advance towards Sale of Land and Rs.1.5 crore advance towards Sale of Residential Flat.
| Note: 25: Provisions - current | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Provision for Employee Benefts (refer Note No. 45) Provision for Warranty Costs (refer note below) Total |
8.80 10.11 1.34 0.76 |
| 10.14 10.87 |
Note :
Provision is made for estimated warranty claims in respect of products sold which are still under warranty at the end of the reporting period. These claims are expected to be settled in the next financial year. Management estimates the provision based on historical warranty claim information and any recent trends that may suggest future claims could differ from historical amounts.
amounts. |
|
|---|---|
| (Rs. in crore) | |
| Particulars | As at 31st March, 2022 As at 31st March 2021 |
| Opening Balance Provision recognised during the year Amount utilised during the year Amount reversed/short provision during the year ClosingBalance |
0.76 0.48 1.34 1.09 (2.16) (1.04) 1.40 0.23 |
| 1.34 0.76 |
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| Note 26: Revenue from Operations | (Rs. in crore) |
|---|---|
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| i) Revenue from Operations a)Sale of product and services Special Alloy Steel Products Stainless Steel Products Job Works & Others Engineering Contracts - Refer Note (a) & (b) below b)Interest from Financing Activity A ii) Other operating revenue Sale of Scrap and Sundries Export Incentives Insurance Claims etc. Credit balances appropriated Excess provisions written back (net) Surplus on account of sale of assets Advisory and other fees Other Miscellaneous receipts B Total Revenue from Operations( A + B) |
1,853.79 1,097.64 2,198.65 1,151.93 451.87 419.98 92.60 24.07 1.85 2.09 |
| 4,598.76 2,695.71 |
|
| 15.89 5.12 3.92 3.15 0.81 2.79 - 0.72 8.16 11.15 0.13 0.76 - 0.02 8.98 6.57 |
|
| 37.90 30.28 |
|
| 4,636.66 2,725.99 |
(a) Mukand Ltd. in previous years executed road construction projects in the state of Uttar Pradesh with National Highway Authority of India (NHAI) along with Centrodorstroy (CDS), Russia. The net receivables on this account is now at Rs. 10.29 Crore as at 31st March 2022 as against Rs. 31.39 Crore as at 31st March 2021. In the opinion of the Management, the balance net receivables would be realized from CDS in due course.
(b) Disclosure regarding Income from Contracts of Industrial Machinery Division to which Indian Accounting Standard 115 applies :
15 applies : |
15 applies : |
||
|---|---|---|---|
| Particulars | For the Year | For the Year | |
| Ended | Ended | ||
| 31st March, | 31st March, | ||
| 2022 | 2021 | ||
| i) | The amount of Contract revenue recognised as revenue during the year. | 92.60 | 24.07 |
| ii) | The aggregate amount of costs incurred and recognised profts (less recognised | 2,154.39 | 2,057.21 |
| losses) upto each reporting date | |||
| iii) | The amount of advances received (Gross) | 15.48 | 8.90 |
| iv) | The amount of retentions (included in sundry debtors) (net balance) | 106.04 | 109.08 |
| v) | Amount due to customers | - | - |
| vi) | Amount due from customers | 123.31 | 144.40 |
(c) Disaggregation of Revenue:
| Disaggregation of Revenue: | |
|---|---|
| Revenue based on geography | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Domestic Export Total |
4,366.27 2,535.35 232.49 160.36 |
| 4,598.76 2,695.71 |
Pending performance obligations on long term engineering contracts:
Revenue is recognized upon transfer of control of products or services to customers.
Mukand Ltd. has entered into long term contracts aggregating Rs. 981.21 crores (previous year Rs. 964.12 crores) pertaining to the industrial machinery division. The pending performance obligation relating to these contracts aggregates to Rs. 204.57 crores (previous year Rs. 224.94 crores) as at year end.
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The management of Company expects that 61% (previous year 46%) of the pending performance obligation amounting to Rs. 124.82 crores (previous year Rs. 102.60 crores) pertaining to these long term contracts will be recognised as revenue during the next reporting period with balance in future reporting periods thereafter.
| Note 27: Other income | (Rs. in crore) |
|---|---|
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Rent received Interest Received - From Customers/Banks/Others Dividend Income Net gains on Fair value changes/Disposal of Equity Instruments Proft on sale of Asset/Land Others Total |
1.58 1.44 14.71 27.35 0.01 - 76.74 93.43 22.47 626.18 0.22 0.01 |
| 115.72 748.41 |
|
| Note 28: Cost of materials consumed | (Rs. in crore) |
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Opening Stock Add : Purchase Add/(Less) : Materials on loan/(sales) (net) Less : Closing stock Total |
342.69 278.43 3,183.29 1,649.30 (8.16) (4.33) |
| 3,517.82 1,923.40 (413.55) (342.69) |
|
| 3,104.27 1,580.71 |
|
| Note 29 : Changes in inventories of Work-in-Progress, Finished Goods and Contracts in Progress (Rs. in crore) |
|
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Opening Stock Less : Closing stock Variation in stock Net(increase)/decrease in stocks |
568.85 818.05 (780.36) (568.85) |
| (211.51) 249.20 |
|
| (211.51) 249.20 |
|
| Note 30: Employee benefts expense | (Rs. in crore) |
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Salaries, Wages, Bonus, Compensation and Other Payments Contribution towards Employees' State Insurance, Provident and Other Funds Staf welfare expenses Total |
157.66 159.51 18.57 16.29 15.10 14.51 |
| 191.33 190.31 |
|
| Note 31: Finance costs | (Rs. in crore) |
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Interest cost on fnancial liabilities measured at amortized cost Interest on lease liabilities Less : Interest capitalised Other Borrowing Costs Total |
160.60 325.02 - 1.96 (0.42) (0.39) 0.37 5.82 |
| 160.55 332.41 |
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| Note 32: Depreciation and amortisation expense | (Rs. in crore) |
|---|---|
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Depreciation of property, plant and equipment Amortisation of intangible assets Depreciation - Right of Use Assets Total |
42.21 43.79 2.38 0.59 0.19 24.14 44.78 68.52 |
| Note 33: Other expenses | (Rs. in crore) |
|---|---|
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Stores, Spares, Components, Tools, etc. consumed Power and Fuel consumed Machining and Processing charges Sub-contracting expenses Other Manufacturing expenses Rent (net) Repairs to: - Buildings - Plant and Machinery - Other assets Rates and Taxes Insurance Commission Freight, Forwarding and Warehousing (net) Directors' Fees and Travelling Expenses Bad Debts, debit balances and claims written of Provision for Non Performing Assets/doubtful debts/advances Provision for Expected Credit Loss Loss on assets sold Loss on assets discarded / impaired Loss on variation in foreign exchange rates (net) Miscellaneous Expenses Total |
601.18 352.37 258.38 209.66 210.06 153.01 61.61 45.01 65.51 26.47 1.48 1.70 29.91 1.52 14.53 8.00 5.48 2.38 4.64 6.93 3.07 2.66 5.63 3.09 3.57 3.64 0.22 0.21 0.31 253.32 - 0.16 0.03 7.81 0.25 0.52 0.25 0.15 (4.61) (1.86) 39.38 43.75 |
| 1,300.88 1,120.50 |
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Note 34: Income Tax Expenses
Reconciliation of Tax Expense and accounting profit multiplied by India’s Tax rate :
(Rs. in crore)
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
|---|---|
| Proft before Tax Applicable Tax Rate Tax Expense as per applicable tax rate Tax efect of : Permanent disallowances Income Taxed at diferent rate Lapsing of past business losses / MAT Entitlement Reversal Short provision for tax in respect of earlier years Others Total Tax expenses |
164.11 (101.29) 25.17% 25.17% |
| 41.31 (25.49) |
|
| 0.32 0.17 - - - 37.89 - 10.57 (26.21) 25.93 |
|
| 15.42 49.07 |
|
| Note 35: Earnings per share | |
| Particulars | For the Year Ended 31st March, 2022 For the Year Ended 31st March, 2021 |
| Proft/(Loss) attributable to the equity holders of the company (A) (Rs. in crore) Weighted average number of shares for Basic EPS (B) Adjustments for calculation of Diluted EPS (C) Weighted average number of shares for Diluted EPS (D= B+C) (a) Basic EPS in Rs. (b) Diluted EPS in Rs. |
177.42 (203.78) 14,14,05,861 14,14,05,861 - - 14,14,05,861 14,14,05,861 12.55 (14.41) 12.55 (14.41) |
Note 36: Capital Management
The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2022 and March 31, 2021.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents & Current Investments. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders. The Company’s adjusted net debt to equity ratio at March 31, 2022 is as follows:
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
|---|---|
| Borrowings Long term and Short term borrowings Less: cash and bank balances Less : Current Investments Adjusted net debt Total Equity Adjusted net debt to adjusted equity ratio |
2,031.43 2,075.63 (42.01) (29.88) (147.90) (580.37) |
| 1,841.52 1,465.38 |
|
| 624.36 462.54 |
|
| 2.95 3.17 |
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| Note | 37: Contingent liabilities notprovided for | (Rs. in crore) | |
|---|---|---|---|
| Particulars | As at 31st March, |
As at 31st March, |
|
| 2022 | 2021 | ||
| i. | Disputed matters in appeal/contested in respect of: | ||
| Income Tax | 1.96 | 1.96 | |
| Excise Duty, Customs Duty, etc. | 7.21 | 6.04 | |
| Sales Tax, Works Contract Tax etc. ** | 4.26 | 4.28 | |
| Other matters | 76.09 | 45.52 | |
| ** In the matter of certain ex-parte assessments completed by Commercial Tax Ofcer | |||
| in the State of Uttar Pradesh, Mukand Ltd is advised that liability, if any, that may arise will be determined after the matter is remanded to the Assessing Ofcer and |
|||
| on completion of reassessment proceedings and therefore, the same is not included | |||
| herein. | |||
| ii. | Claims against Mukand Ltd not acknowledged as debt as these are disputed and | 14.32 | 14.69 |
| pending disposal at various fora. | |||
| For items (i) & (ii) above | |||
| The Company has taken legal and other steps to protect its interest in respect of | |||
| these matters, which is based on legal advice and/or precedents in its own/other | |||
| cases. It is not possible to make any further determination of the liability which may | |||
| arise in these matters. | |||
| iii. | Guarantees and Counter guarantees given by Mukand Ltd : | 503.53 | 520.60 |
| iv. | Bonds / Undertakings given by Mukand Ltd under concessional duty/ | 0.66 | 0.66 |
| exemption to Customs / Excise Authorities (Net of redemption applied for) | |||
| v. | Share in contingent Liabilities of Associates | 3.68 | 2.87 |
| vi. | Share in contingent Liabilities of Joint Ventures | 0.14 | 1.65 |
| vii. | The arrears of dividend as on 31-03-21 on 0.01% preference shares for FY 2019-20 Rs.5,064/-,FY 2018-19 Rs.5,627/, | ||
| FY 2017-18 Rs.5,627/-, FY 2016-17 Rs.5,627/-, FY 2015-16 Rs.5,627/- and FY 2014-15 Rs. 5,627/- and on 8% | |||
| preference shares for FY 2019-20 Rs.4,64,863/- in view of amendment to section 123 of the Companies Act, 2013 have | |||
| been paid during 2021-22 after the approval by shareholders. | |||
| viii. | Demand for Annual Bonus for the fnancial years 1995-96 to 2006-07 by Staf and at diferent stages in proceedings under The Industrial Disputes Act, 1947. Bulk of |
Ofcers’ Association is pending these employees are statutorily |
|
| not covered by The Payment of Bonus Act, 1965 and many of the employees are also not covered by The Industrial | |||
| Disputes Act, 1947. Liability arising there from cannot therefore be determined at present. |
ix. Government of Maharashtra had served a Demand Notice on the Company for payment of electricity duty for power generated during the period 01.04.2000 to 30.04.2005 and penal interest thereon in Company’s Captive Power Plant amounting to Rs.14.27 crore. The Writ Petition filed by the Company was disposed by the Hon’ble Bombay High Court on 7th November, 2009 quashing the said Demand Notice. Government of Maharashtra has however, filed an appeal in the Supreme Court of India against the aforesaid judgment of High Court.
x. A claim towards difference in price of calibrated iron ore for the period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07 crore has been raised by a supplier in March 2007. The Company has been legally advised that the supplier cannot seek this price revision under a concluded agreement and hence no provision is made in the Accounts for the same. The issue along with method of review and re-fixing of price of calibrated iron ore effective on 1st of April each year in terms of agreement is referred to an arbitral tribunal whose award was pronounced on 28th February 2014. In terms of the said award, the supplier is directed to re-compute amount payable by the Company. The supplier has revised the claim amount in December 2020 to Rs. 19.71 Crores. Moreover, the said supplier has also increased the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter w.e.f. 1st April, every year. This issue too was settled by the aforesaid arbitral tribunal. However, pending such determination of final price, the supplier has raised invoices at an ad-hoc interim mutually agreed price on the marketing contractor who in turn, has billed the Company at the same price and the liability, has been fully accounted for. An appeal preferred for challenging the said arbitration award was rejected by the City Civil Court in January 2019. The marketing contractor has gone in appeal against the decision of the City Civil Court before the High Court of Karnataka. The appeal is pending disposal.
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| Note 38 : Commitments | (Rs. in crore) |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Estimated amount of contracts remaining to be executed on capital account and not | 8.88 18.81 |
| provided for (net of advances) | |
| Share of Capital Commitment of Joint Ventures/Associates | 0.50 10.74 |
Note 39 (A) : Leases
As Lessee:
Future Rental obligations in respect of premises taken on operating Lease:
| (Rs. in crore) | |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| i. For a period not later than one year ii. For a period later than one year but not later than fve years iii. For a period later than fve years Total |
0.54 0.44 - 0.04 - - |
| 0.54 0.48 |
Lease rentals charged to revenue for the current year Rs. 1.37 crore (Previous Year Rs. 1.70 crore).
These premises comprise residential flats, office premises and warehouses. The agreements for lease are executed for tenure of 11 to 60 months with a provision for renewal and termination by either party giving a prior notice of 1 to 3 months.
As Lessor:
Future Rental income in respect of premises/ plot of land given on lease – Operating Lease.
| (Rs. in crore) | |
|---|---|
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| i. For a period not later than one year ii. For a period later than one year but not later than fve years iii. For a period later than fve years Total |
0.51 0.51 0.59 1.59 - - |
| 1.10 2.10 |
These premises comprise office premises and a residential flat given on lease for tenure of two / five years with a provision for renewal in case of office premises.
Note 39 (B) : Leases
- 1 Following is carrying value of right of use assets recognised on date of transition and the movements thereof during the year ended March 31, 2022 & March 31,2021
| (Rs. in crore) | |
|---|---|
| Particulars | ROU Assets |
| Leasehold Land Leased Assets Total |
|
| Balance as at April 1, 2021 Additions during the year Deletion during the year Depreciation on ROU (Refer Note No. 2) Balance as at March 31, 2022 |
15.31 - 15.31 |
| - - - |
|
| - - - |
|
| (0.19) - (0.19) |
|
| 15.12 - 15.12 |
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==> picture [478 x 126] intentionally omitted <==
----- Start of picture text -----
|||||
|---|---|---|---|
|(Rs. in crore)|
|Particulars|ROU Assets|
|Leasehold|
|Leased Assets|Total|
|Land|
|Balance as at April 1, 2020|25.05|23.81|48.86|
|Additions during the year|-|-|-|
|-|
|Deletion during the year|(9.41)|(9.41)|
|Depreciation on ROU (Refer Note No. 2)|(0.33)|(23.81)|(24.14)|
|Balance as at March 31, 2021|15.31|-|15.31|
----- End of picture text -----
- 2 The following is the carrying value of lease liability movement thereof during the year ended March 31, 2022 and March 31,2021
==> picture [477 x 118] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|(Rs. in crore)|
|Particulars|
|2021-22|2020-21|
|Lease Liability at beginning of the year|-|27.88|
|Additions during the year|-|-|
|Finance cost accrued during the year|-|1.96|
|Deletion|-|-|
|Payment of lease liabilities|-|(29.84)|
|Lease Liability at closing of the year|-|-|
----- End of picture text -----
- 3 Interest expense recorded for lease liabilities is Rs Nil (previous year Rs. 1.96 crore) (Refer Note No. 31).
Note 40 : There are no financial instruments which are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset, as at the reporting date.
Note 41 : Statement of voting power of Mukand Limited in Subsidiaries, Stepdown Subsidiaries, Joint Ventures and Associates:
==> picture [504 x 319] intentionally omitted <==
----- Start of picture text -----
||||||||
|---|---|---|---|---|---|---|
|Sr.|Name of the Company|Nature of|Country of|Principal Activity|Proportion of voting power|
|No.|relationship|Incorporation|as at|
|31-Mar-22|31-Mar-21|
|1|Mukand Global Finance Ltd. (MGFL)|Subsidiary|India|NBFC|100%|100%|
|2|Mukand International FZE (MIFZE)|Subsidiary|UAE|Trading - steel|100%|100%|
|3|Adore Trader & Realtor Pvt. Ltd. (ATRPL)|Stepdown|India|Trading & Real Estate|100%|100%|
|#|Subsidiary|
|4|Mukand Sumi Special Steel Ltd (MSSSL)|Joint Venture|India|Alloy Steel Rolling and|-|21%|
|formerly known as Mukand Alloy Steels|Finishing business|
|Ltd. $$|
|5|Mukand Sumi Metal Processing Ltd.|Joint Venture|India|Manufacturing of Cold|51%|51%|
|(MSMPL)|finished, Bars/Rods|
|6|Hospet Steels Ltd. (HSL)|Joint Venture|India|Management Company|39.00%|39.00%|
|7|Mukand Vini Mineral Ltd. (MVML) @|Joint Venture|India|Mining Company|49.01%|49.01%|
|8|Mukand Engineers Ltd. (MEL)|Associate|India|Engineering, Construction|36.11%|36.11%|
|project and ITES|
|9|Bombay Forgings Ltd. (BFL)|Associate|India|Manufacturing of Steel|33.17%|33.17%|
|Forging|
|10|Stainless India Ltd. (SIL)^|Associate|India|Manufacturing of stainless|48.30%|48.30%|
|steel products|
|$$|Mukand Limited|sold its 21.00% investment in MSSSL in the month of April 2021.|
|@|MVML has filed form STK - 2 with Registrar of Companies for striking|off its name,|same has|been striked|off.|
|#|ATRPL is wholly|owned|subsidiary|of MGFL|
|^|SIL has|ceased|operation w.e.f. 27-10-2008.|
----- End of picture text -----
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Note 42 : Investment in Joint Ventures and Associates
(i) Interest in associates and joint ventures
Set out below are associates and joint ventures of the group as at 31st March 2022 which in the opinion of the board are material to the group. The entities listed below have share capital consisting mainly of equity shares which are directly held by the group.
| (Rs. in crore) | ||
|---|---|---|
| Sr. No. Name of Entity Place of Business |
% of Ownership Interests Relationship Accounting Method 31st March, 2022 31st March, 2021 |
Carrying amount |
| 31st March, 2022 31st March, 2021 |
||
| 1 Mukand Sumi Special Steel Ltd (MSSSL) India 2 Mukand Sumi Metal Processing Ltd (MSMPL) India Total Equity accounted investments |
0.00% 21.00% Joint Venture Equity Method 51.00% 51.00% Joint Venture Equity Method |
- 421.31 115.09 110.98 |
| 115.09 532.29 |
i) MSSSL is a joint venture between Mukand Ltd and Sumitomo Corporation Japan which is engaged in the manufacture of Alloy Steel in India. (21% ownership upto 30-04-2021)
- ii) MSMPL is a joint venture between Mukand Ltd and Sumitomo Corporation Japan which is engaged in the manufacture of cold finished bars and wires in India.
The tables below provide summarised financial information for those joint ventures that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant joint ventures. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments made at the time of acquisition and modifications for differences in accounting policies.
(Rs. in crore)
| (Rs. in crore) | ||
|---|---|---|
| (A) | Summarised Balance Sheet | Mukand Sumi Special Steel Ltd Mukand Sumi Metal Processing Ltd |
| 31st March, 2022 31st March, 2021 31st March, 2022 31st March, 2021 |
||
| Current assets Cash and cash equivalents Other assets Total Current Assets Total Non Current Assets Current Liabilities Financial Liabilities (excluding trade payables) Other Liabilities Total Current Liabilities Non Current Liabilities Financial Liabilities (excluding trade payables) Other Liabilities Total Non Current Liabilities Net Assets |
- 27.09 5.81 41.13 - 376.18 255.13 196.34 |
|
| - 403.27 260.95 237.47 - 2,354.21 73.65 97.33 - 473.01 16.54 15.81 - 72.10 75.67 75.05 |
||
| - 545.11 92.21 90.86 - 441.16 - 0.23 - 123.59 0.22 0.23 |
||
| - 564.75 0.22 0.46 |
||
| - 1,647.62 242.17 243.48 |
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(Rs. in crore)
| (Rs. in crore) | ||
|---|---|---|
| (B) | Summarised Statement of Proft and Loss | Mukand Sumi Special Steel Ltd Mukand Sumi Metal Processing Ltd |
| 31st March, 2022 31st March, 2021 31st March, 2022 31st March, 2021 |
||
| Total Revenue (except interest income) Interest Income Purchases and variation in stocks Depreciation and amortisation * Interest expense Tax expenses Proft/(loss) for the year Other Comprehensive Income Total Comprehensive Income Dividend received |
- 1,581.32 928.41 578.82 - 6.00 3.20 3.38 - 1,135.99 796.67 484.65 - 109.18 22.35 23.20 - 31.79 1.94 2.93 - (187.83) 4.65 2.26 - (170.98) (1.37) (18.21) - (0.93) 0.05 (0.03) - (171.91) (1.32) (18.24) - - - - |
- In accordance with the Scheme of Amalgamation as sanctioned by the NCLT, Mukand Sumi Special Steel Ltd., a joint venture (upto 30th April, 2021), has recognized goodwill on amalgamation amounting to Rs. 1,834.84 Crore which is amortized over its useful life. Depreciation and amortization charge upto date of sale of investments of the Company in MSSSL, i.e., 30th April,2021 on this account is Rs. 7.54 Crore. This accounting treatment is different from that prescribed under Indian Accounting Standard (lnd AS 103) - ‘Business Combinations’ for business combination of entities under common control.
(Rs. in crore)
| (Rs. in crore) | ||
|---|---|---|
| (C) | Reconciliation to carrying amount | Mukand Sumi Special Steel Ltd Mukand Sumi Metal Processing Ltd |
| 31st March, 2022 31st March, 2021 31st March, 2022 31st March, 2021 |
||
| Opening Net Assets Proft for the year Adjustments on consolidation* Closing Net Assets Group's Share in % $ Group's share in amount Carryingamount |
- 1,819.54 243.48 261.74 - (171.91) (1.32) (18.24) - 358.61 (16.50) (25.89) |
|
| - 2,006.24 225.66 217.61 0% 21.00% 51.00% 51.00% - 421.31 115.09 110.98 - 421.31 115.09 110.98 |
- including Fair Value on account of Loss of Control in FY 2017-2018 - Rs. 1,296.86 crores for MSSSL
$ Mukand Limited sold its 21.00% of investment in MSSSL in the month of April 2021
Note 43 :
(a) Relationship :
- (i) Associates :
Mukand Engineers Ltd, Bombay Forgings Ltd, Stainless India Ltd.
(ii) Joint Ventures :
Mukand Sumi Metal Processing Ltd (MSMPL), Mukand Sumi Special Steel Ltd (Upto 30.04.2021), Hospet Steels Ltd. (HSL),
(iii) Key Management Personnel
Niraj Bajaj, Rajesh V. Shah(upto 30.09.2021), Suketu V. Shah (upto 30.09.2021), Pratap V Ashar, Prakash Vasantlal Mehta, Sankaran Radhakrishnan, Bharti Ram Gandhi, Amit Yadav, Other KMPs, Relatives of a Director/ Other KMPs.
(iv) Other related parties where significant influence exists or where the related party has significant influence on the
Company :
Kalyani Mukand Ltd., Jamnalal Sons Pvt. Ltd. (JSPL), Adonis Laboratories Pvt. Ltd (upto 30.09.2021), Baroda Industries Pvt. Ltd., Sidya Investment Ltd, Bachhraj & Company Pvt. Ltd, Bachhraj Factories Pvt. Ltd, Mukand Sumi Special Steel Ltd (from 01.05.2021), Bajaj Sevashram Pvt. Ltd, Other Promoter group (Refer note 16)
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- (b) (i) Details of transactions with the related parties referred in (a) above :
(Rs. in crore)
| Sr No. |
Nature of transactions | a (i) above | **a (ii) above ** | **a (iii) above ** | a (iv) above | Total |
|---|---|---|---|---|---|---|
| 1 | Purchase of Goods | 53.38 | - | 24.76 | 78.14 | |
| 78.09 | - | - | 78.09 | |||
| 2 | Sale of Goods | 1.50 | 468.76 | - | 1,846.25 | 2,316.51 |
| - | 1,379.96 | - | - | 1,379.96 | ||
| 3 | Sale of Fixed Assets | - | - | - | - | |
| - | - | 0.03 | - | 0.03 | ||
| 4 | Sale of Investments | - | - | - | 499.53 | 499.53 |
| - | - | - | 714.81 | 714.81 | ||
| 5 | Services Received | 8.29 | 69.77 | - | 39.03 | 117.09 |
| 8.45 | 95.32 | - | 2.56 | 106.33 | ||
| 6 | Services Rendered | 1.75 | 83.16 | - | 213.21 | 298.11 |
| 1.86 | 290.48 | - | - | 292.34 | ||
| 7 | Remuneration/Sitting Fees to MDs/Directors and KMPs | - | - | 10.10 | - | 10.10 |
| - | - | 5.84 | - | 5.84 | ||
| 8 | Interest Paid | 1.24 | - | 80.29 | 81.53 | |
| 4.32 | 0.04 | 103.08 | 107.44 | |||
| 9 | Interest Received | 9.70 | - | - | 1.57 | 11.27 |
| 9.54 | 0.30 | - | - | 9.84 | ||
| 10 | Reimbursement of Expenses - Payment | - | - | - | - | - |
| - | 1.75 | - | - | 1.75 | ||
| 11 | Investment in Preference Shares | - | - | - | 3.38 | 3.38 |
| - | - | - | 0.56 | 0.56 | ||
| 12 | Partial redemption of Preference Shares | - | - | - | 0.97 | 0.97 |
| - | - | - | 0.09 | 0.09 | ||
| 13 | Finance taken including equity / (re-payment of loans & advances)- Net |
- | - | -110.81 | -110.81 | |
| 3.59 | 259.32 | - | -527.98 | -265.07 | ||
| 14 | Preference / Equity Dividend Paid | - | - | 2.25 | 8.43 | 10.68 |
| - | - | - | - | - | ||
| 15 | Finance given including equity / (re-payment of loans & advances)- Net |
-3.28 | - | - | - | -3.28 |
| 47.39 | - | 0.65 | 0.04 | 48.08 | ||
| 16 | Guarantee given by the Company | - | - | - | 50.18 | 50.18 |
| - | 112.20 | - | - | 112.20 | ||
| 17 | Guarantee given to the Company's Banker | - | - | - | 200.00 | 200.00 |
| - | - | - | 2,000.00 | 2,000.00 | ||
| 18 | Balances at the close of theperiod | |||||
| i) Amount Receivable (Net of ECL/amount written of) | 18.88 | 42.79 | 25.74 | 87.41 | ||
| 27.43 | 88.87 | 0.36 | 116.66 | |||
| ii) Amount Payable | 0.83 | 14.29 | 0.17 | 11.10 | 26.38 | |
| 1.09 | 24.60 | 0.32 | 26.01 | |||
| iii) Amount Receivable in respect of loans & advances | 145.67 | - | 145.67 | |||
| 140.22 | - | 140.22 | ||||
| iv) Amount Payable in respect of loans & advances | - | 0.25 | 964.81 | 965.06 | ||
| 14.50 | - | 501.65 | 516.15 | |||
| v) Property Deposit taken | 0.07 | 0.07 | ||||
| 0.07 | 0.07 | |||||
| 19 | Guarantees given by the Company | 47.75 | - | 450.02 | 497.77 | |
| 115.00 | 399.84 | 514.84 | ||||
| 20 | Guarantees given to the Company’s Banker | 2,200.00 | 2,200.00 | |||
| 2,000.00 | 2,000.00 |
Interest on FDs to relatives of a Director / includes amount payable for FDs / interest thereon Rs. NIL
Notes : Figures in bold type relate to the current year and figures in normal type relate to previous year.
187
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ii) Details in respect of material transactions with related parties
(Rs. in crore)
| Purchase of Goods: | Adonis Laboratories Pvt Ltd | 0.11 | |
|---|---|---|---|
| Mukand Sumi Metal Processing Ltd | 53.38 | 0.21 | |
| 57.89 | Mukand Sumi Metal Processing Ltd | 1.24 | |
| Mukand Sumi Special Steel Ltd | 24.76 | - | |
| 20.20 | Mukand Sumi Special Steel Ltd | 1.00 | |
| Sale of Goods: | 4.32 | ||
| Mukand Engineers Ltd | 1.50 | Baroda Industries Pvt. Ltd. | 0.09 |
| - | 0.60 | ||
| Mukand Sumi Metal Processing Ltd | 468.76 | Bachharaj & Company Pvt Ltd | 28.47 |
| 232.83 | |||
| Mukand Sumi Special Steel Ltd | 1,846.25 | Bachharaj Factories Pvt Ltd | 0.10 |
| 1,147.13 | |||
| Sale of Fixed Assets | Bajaj Sevashram Pvt Ltd | 6.12 | |
| KMPs | - | ||
| 0.03 | Sanrajnayan Investments Pvt Ltd | 0.08 | |
| Sale of Investments | |||
| Jamnalal Sons Pvt Ltd | 499.53 | To relatives of a Director & KMPs (Interest on FD) | - |
| 713.61 | 0.04 | ||
| Sidya Investment Ltd | - | Interest / Dividend / Received | |
| 1.20 | |||
| Mukand Engineers Ltd | 9.70 | ||
| Services Received: | |||
| 9.54 | |||
| Hospet Steels Ltd | 57.86 | ||
| Mukand Sumi Special Steel Ltd | 1.57 | ||
| 47.98 | |||
| 0.30 | |||
| Mukand Engineers Ltd | 8.29 | ||
| Reimbusement of Expenses - Payments | |||
| 8.45 | |||
| Mukand Sumi Special Steel Ltd | - | ||
| Mukand Sumi Metal Processing Ltd | 11.91 | ||
| 1.75 | |||
| 12.09 | |||
| Investment in Preference Shares | |||
| Mukand Sumi Special Steel Ltd | 33.52 | ||
| 35.25 | Jamnalal Sons Pvt Ltd | 1.69 | |
| Jamnalal Sons Pvt Ltd | 5.35 | 0.56 | |
| 2.56 | Bachharaj & Company Pvt Ltd | 1.69 | |
| Bachharaj & Company Pvt Ltd | 0.16 | ||
| Dividendpaid | |||
| Services Rendered: | |||
| Jamnalal Sons Pvt Ltd | 2.91 | ||
| Mukand Sumi Metal Processing Ltd | 83.16 | ||
| - | |||
| 71.67 | |||
| Baroda Industries Pvt Ltd | 1.70 | ||
| Mukand Sumi Special Steel Ltd | 213.21 | ||
| 218.81 | |||
| Relatives of Director/ Director and Promoter Group |
2.25 | ||
| Mukand Engineers Ltd | 1.75 | ||
| 1.86 | - | ||
| Remuneration to Executive Directors & Other KMPs # |
Bachharaj & Company Pvt Ltd | 1.53 | |
| - | |||
| Short term employment beneft | 9.54 | ||
| Bajaj Sevashram Pvt Ltd | 1.39 | ||
| 5.27 | |||
| - | |||
| Post Employment Benefts | 0.34 | ||
| Sanrajnayan Investments Pvt Ltd | 0.22 | ||
| 0.36 | |||
| - | |||
| Remuneration to Non-Executive / Independent Directors |
|||
| Bachharaj Factories Pvt Ltd | 0.68 | ||
| Sitting Fees & Travelling Expenses | 0.22 | - | |
| 0.21 | Partial redemption of Preference Share & advances) - Net |
||
| Interest Paid | |||
| Jamnalal Sons Pvt Ltd | 44.32 | Jamnalal Sons Pvt Ltd | 0.28 |
| 102.27 | 0.09 |
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(Rs. in crore)
| Bachharaj & Company Pvt Ltd | 0.11 | Hospet Steels Ltd | 8.22 |
|---|---|---|---|
| 8.33 | |||
| Bajaj Sevashram Pvt Ltd | 0.01 | Mukand Sumi Metal Processing Ltd | 6.07 |
| - | |||
| 6.21 | |||
| Relatives of Director/ Director and Promoter Group | 0.57 | ||
| Mukand Sumi Special Steel Ltd | 11.07 | ||
| - | |||
| 10.06 | |||
| Guarantees given by the Company | |||
| Bachharaj & Company Pvt Ltd | 0.03 | ||
| Mukand Sumi Special Steel Ltd | 50.18 | ||
| 112.20 | |||
| Remuneration to Key Management Personnel/ Exp payable to Relatives of KMP |
0.17 | ||
| Guaranteegiven to the Company’s Banker | |||
| Jamnalal Sons Pvt Ltd | 200.00 | 0.32 | |
| 2,000.00 | iii) Amount Receivable in respect of loans & advances | ||
| Finance taken including equity / (re-payment of loans & advances) - Net |
Bombay Forgings Ltd | 15.80 | |
| 25.13 | |||
| Jamnalal Sons Pvt Ltd | 130.08 | ||
| Mukand Engineers Ltd | 129.86 | ||
| (517.13) | |||
| 115.07 | |||
| Mukand Sumi Special Steel Ltd | 0.22 | ||
| 259.32 | Stainless India Ltd | 0.02 | |
| Baroda Industries Pvt. Ltd. | - | 0.02 | |
| (10.85) | |||
| iv) Amount Payable in respect of loans & advances | |||
| Bachharaj & Company Pvt Ltd | (325.90) | ||
| Jamnalal Sons Pvt Ltd | 624.12 | ||
| 499.62 | |||
| Bajaj Sevashram Pvt Ltd | 49.79 | ||
| Adonis Laboratories Pvt Ltd | - | ||
| Sanrajnayan Investments Pvt Ltd | 35.00 | 2.02 | |
| Mukand Sumi Special Steel Ltd | - | ||
| Finance given including equity / (re-payment of loans & advances) - Net |
|||
| 14.50 | |||
| Kalyani Mukand Ltd | - | Bachharaj & Company Pvt Ltd | 188.80 |
| 0.04 | |||
| Mukand Engineers Ltd | 6.05 | ||
| Bajaj Sevashram Pvt Ltd | 116.81 | ||
| 47.39 | |||
| Bombay Forgings Ltd | (9.33) | ||
| 3.59 | Sanrajnayan Investments Pvt Ltd | 35.08 | |
| FDs repaid to relatives of a Director | - | ||
| 0.65 | |||
| FDs / interest thereon from Relatives of a Director/ KMP |
0.25 | ||
| Balances at the close of theyear: | |||
| - | |||
| i) Amount Receivable(net of ECL/amount written of) | |||
| v) Property Deposit taken | |||
Bombay Forgings Ltd |
0.55 |
||
| 6.25 | Mukand Engineers Ltd | 0.07 | |
| Mukand Sumi Metal Processing Ltd | 42.79 | 0.07 | |
| 32.43 | |||
| Guarantees given by the Company | |||
| Mukand Sumi Special Steel Ltd | 25.49 | ||
| Mukand Engineers Ltd | 47.75 | ||
| 56.44 | |||
| Mukand Engineers Ltd | 18.33 | 115.00 | |
| 21.18 | Mukand Sumi Special Steel Ltd | 450.02 | |
| Kalyani Mukand Ltd | 0.26 | ||
| 399.84 | |||
| 0.36 | |||
| Guarantee given to the Company’s Banker | |||
| ii) Amount Payable | |||
| Mukand Engineers Ltd |
0.83 | Jamnalal Sons Pvt Ltd |
2,200.00 |
| 1.09 |
2,000.00 |
Notes: Figures in bold type relate to the current year and figures in normal type relate to previous year.
The aforesaid amount does not include amount in respect of Gratuity and Leave for KMP who were employed throughout the year as the same is not determinable.
Management has reconciled the balances with the related parties, which have no material impact on the financial statement of the company.
189
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Note 44: Amalgamation and Covid 19
- (i) Petitions filed with National Company Law Tribunal (NCLT) for Scheme of amalgamation between Adore Traders and Realtors Private Limited, a wholly owned subsidiary of Mukand Global Finance Limited (MGFL) with the parent company MGFL, followed by the amalgamation of MGFL and Mukand Engineers Limited with the Company has been approved by NCLT after close of the year on April 29, 2022. The Scheme shall be effective from the appointed date April 1, 2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies. Therefore, the financial statement do not include effect of amalgamation of these Companies
(ii) Impact analysis on account of Covid-19 epidemic:
The second COVID-19 wave poses a downside risk to economic activity in the first quarter of the year in progress. Its impact is expected to be muted compared with that of the first wave a year ago. Management expects that considering the nature of its business operations, existing customer and supplier relationships, impact on its business operations, if any, arising from COVID -19 pandemic may not be significant in the long run and would be able to recover carrying amount of all its assets as appearing in the financial statements and meet its entire financial obligations in the near future. The impact of COVID 19 pandemic may be different from that estimated as at the date of approval of these financial results. The Management will continue to monitor any material changes to future economic conditions.
(iii) Monetization of assets :
During the year under report Mukand Ltd (the Company) decided:
-
a) Disposed off 21% of equity stake held by the Company in Mukand Sumi Special Steel Ltd, a Joint Venture of the Company to Jamnalal Sons Private Ltd., an entity belonging to the promoter group of the Company on 30th April 2021 for a total consideration of Rs.499.53 crore.In the financial statements of Mukand Ltd this investment was measured at fair value in earlier years, necessary adjustments required for consolidation is given in these financial statements.
-
b) The Company has executed an Agreement for Sale (AFS) on March 2, 2022, of land of the Company admeasuring approx. 47 acres situated at Kalwe and Dighe, in Thane district for a consideration of Rs. 806.14 crore. Of this, part consideration of Rs.161.23 crore, (being a sum equivalent to 20% of the sale consideration) has been deposited by the purchaser as earnest money deposit, in an escrow account. The aforesaid sale is subject to fulfilment of certain conditions precedent by the parties. Amount realized from above disposal will be mainly utilized to repay debt / other interest-bearing liabilities and this will entail substantial reduction in the yearly interest costs. As at the March 31, 2022 the carrying value of the said land (including capitalized value of improvement) is shown at Rs.106.17 crore is shown as ‘Assets held for Sale’ in accordance with Ind AS-105.
-
c) The Company has executed a Conditional Agreement for Sale of a residential flat at Mumbai on December 10, 2021 for a consideration of Rs.15 crore. Of this, part consideration of Rs.1.50 crore (being a sum equivalent to 10% of the sale consideration) has been received by the Company as an Earnest Money Deposit. As at the March 31, 2022 the carrying value of the said flat is shown at Rs.1.68 crore is shown as ‘Assets held for Sale’ in accordance with Ind AS-105
-
d) Received on 30th April 2021 Rs.8.07 crore from MIFZE towards repatriation of capital (4 shares of 1 Million Dhiram each). MIFZE is in the process of closing down its operations and subsequent liquidation.
Note 45: Employee Benefits
(a) Long term employee benefit obligations
The leave obligations cover the Company’s liability for earned leave and sick leave. The compensated absences charged/(written back) in the Statement of Profit and Loss for the year ended March 31, 2022 based on actuarial valuation is Rs. (1.99) Crore (March 31, 2021 Rs. 0.51 crore).
(b) Post employment obligations
Defined contribution plans
The Group also contributes on a defined contribution basis to employees’ provident fund and superannuation fund. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund (an exempted Trust). The obligation of the Group is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The expense recognised during the period towards defined contribution plan
190
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| (Rs. in crore) | (Rs. in crore) | ||
|---|---|---|---|
| Particulars | For the Year Ended For the Year Ended |
C | |
| 31st March, 31st March, |
|||
| Employer’s Contribution to Provident Fund | 2022 6.44 |
2021 5.56 |
F |
| Employer’s Contribution to FPF | 1.70 | 1.78 | S |
| Employer’s Contribution to EDLI | 0.71 | 0.64 | |
| Employer’s Contribution to ESIC | 0.03 | 0.04 | |
| Employer’s Contribution to Maharashtra Labour Welfare fund | 0.01 | 0.01 | |
| Employer’s Contribution to superannuation fund | 3.47 | 2.91 |
Defined benefit plans
Gratuity
The Group provides for gratuity for employees as per Company’s Scheme/s. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month and as per the Schemes applicable to those employees . The gratuity plan is a funded plan. The scheme is funded with Life Insurance Corporation in the form of a qualifying insurance policy.
The actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:
| (Rs. in crore) | |
|---|---|
| Defned beneft plans (the fgures for previous year have been recast on receipt of fnal certifcate from LIC) |
For the year ended March 31, 2022 For the year ended March 31, 2021 |
| Gratuity (funded) Gratuity (funded) |
|
| I Expenses recognised in statement of proft and loss during the year: Current Service Cost Past Service Cost Expected return on plan assets Interest cost on beneft obligation Total Expenses II Expenses recognised in OCI Actuarial (Gain) / Losses due to Financial Assumption changes in DBO Actuarial (Gain)/ Losses due to Experience on DBO Return on plan assets, excluding amount recognised in net interest expense Total Expenses III Net Asset /(Liability) recognised as at balance sheet date: Present value of defned beneft obligation Fair Value of Plan Assets (For the year 2019-20, it is as estimated by Trustees in absence of certifcates from LIC) Funded status [Surplus/(Defcit)] IV Movements in present value of defned beneft obligation Present value of defned beneft obligation at the beginning of the year Current Service Cost Past service cost / acquisition adjustment Interest Cost |
2.73 2.64 1.57 - - (0.15) 1.62 1.40 |
| 5.92 3.89 |
|
| (1.45) - 3.56 4.43 (0.03) - |
|
| 2.08 4.43 |
|
| (53.98) (53.20) 27.87 29.07 |
|
| (26.11) (24.13) |
|
| 53.27 48.38 2.73 2.63 - - 3.59 3.19 |
191
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| (Rs. in crore) | |
|---|---|
| Defned beneft plans (the fgures for previous year have been recast on receipt of fnal certifcate from LIC) |
For the year ended March 31, 2022 For the year ended March 31, 2021 |
| Gratuity (funded) Gratuity (funded) |
|
| Actuarial (Gain)/Loss Benefts paid Other adjustment Present value of defned beneft obligation at the end of theyear |
2.10 4.43 (7.66) (4.39) - (1.04) |
| 54.03 53.20 |
|
| V Movements in fair value of the plan assets Opening fair value of plan assets Investment income Return on plan assets, excluding amount recognised in net interest expense Contribution from Employer Benefts paid Closing fair value of theplan asset |
29.07 26.54 1.97 1.79 0.22 - 4.26 5.04 (7.65) (4.30) |
| 27.87 29.07 |
|
| VI Maturity profle of defned beneft obligation Within the next 12 months (next annual reporting period) Between 2 and 5 years Between 6 and 10 years More than 10years |
11.01 7.24 21.01 23.94 27.41 24.94 38.23 37.26 |
| VII Quantitative sensitivity analysis for signifcant assumptions is as below: 1 Increase/(decrease) on present value of DBO at the end of the year: (i) +100 basis points increase in discount rate (ii) -100 basis points decrease in discount rate (iii) +100 basis points increase in rate of salary increase (iv)-100 basispoints decrease in rate of salaryincrease |
(3.37) (3.31) 3.83 3.82 3.91 3.89 (3.49) (3.48) |
| 2 Sensitivity analysis method |
Sensitivity analysis performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously. The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change if any.
| VIII | Actuarial Assumptions: | Actuarial Assumptions: | As at | As at |
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2022 | 2021 | |||
| 1 | Discount rate | 7.10 % to | 6.29 % to | |
| 7.15% | 6.75% | |||
| 2 | Expected rate of salary increase | 4.00% p.a. to | 4.00% p.a. to | |
| 7.00% p.a. | 7.00% p.a. | |||
| 3 | Attrition rate | 0.80% to 2% | 0.80% to 2% | |
| 4 | Mortality | Indian | Indian | |
| Assured | Assured Lives | |||
| Lives | Mortality | |||
| Mortality | (2012-14) | |||
| (2012-14) Ultimate |
Ultimate |
Notes:
-
a) The rate used to discount post-employment benefit obligations is determined by reference to market yields at the end of the reporting period on government bonds.
-
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
-
c) The gratuity fund is managed by life insurance company, details of fund invested by insurer are not available with company.
-
d) The Group expects to make a contribution of Rs. 4.91 Crore to the defined benefit plans (gratuity - funded) during the next financial year.
-
e) The average duration of the defined benefit plan obligation at the end of the reporting period is 7 years.
192
Notes
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Risk exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary over time. Thus, the Group is exposed to various risks in providing the above gratuity benefit which are as follows: Interest Rate risk: The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Group is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability
Demographic Risk: The Group has used certain mortality and attrition assumptions in valuation of the liability. The Group is exposed to the risk of actual experience turning out to be worse compared to the assumptions.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time) and Company’s Schemes for different category of employees. There is a risk of change in regulations requiring higher gratuity payouts (e.g. increase in the maximum limit on gratuity of Rs. 20,00,000).
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to the market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
Note 46: Reconciliation of liabilities arising from financing activities
| (Rs. in crore) | |
|---|---|
| Particulars | Opening Balance Cash Movement Foreign exchange changes Fair value changes Others Closing Balance |
| March 31, 2022 Fixed Deposits Working capital loans from Banks Preference Share Liability Borrowings (secured & unsecured) Lease liability Total March 31, 2021 Fixed Deposits Working capital loans from Banks Preference Share Liability Borrowings (secured & unsecured) Lease liability Total |
0.93 15.36 - - - 16.29 4.50 (4.50) - - - - 5.16 - - - 0.47 5.63 2,065.61 (55.23) - - - 2,009.80 - - - - |
| 2,076.20 (44.37) - - 0.47 2,031.72 |
|
| 48.82 (47.89) - - - 0.93 363.36 (358.86) - - - 4.50 4.82 - - - 0.34 5.16 2,339.19 (270.65) - - - 2,065.61 27.88 (29.84) - - 1.96 - |
|
| 2,784.07 (707.24) - - 2.30 2,076.20 |
These cash movements are included in the cash flow statement under cash flow from financing activities.
193
Notes
MUKAND LIMITED
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Note 47 : Fair Value Measurements
A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| Carrying Amount | Carrying Amount | Carrying Amount | Carrying Amount | Fair Value | Fair Value | Fair Value | Fair Value | ||
|---|---|---|---|---|---|---|---|---|---|
| FVTPL | FVTOCI | Amortised Cost |
Total | Level 1 |
Level 2 |
Level 3 | Total | ||
| 1 | Financial Assets and Liabilities as at March 31, 2022: |
||||||||
| a | Non-Current Financial Assets | ||||||||
| Investments in Quoted Equity Instruments |
1.13 | 1.13 | 1.13 | - | 1.13 | ||||
| Investments in Joint Ventures and Associates |
101.89 | 101.89 | 101.89 | 101.89 | |||||
| Other Financial Assets | 25.24 | 25.24 | - | - | |||||
| b | Current Financial Assets | ||||||||
| Trade Receivable | 480.41 | 480.41 | - | - | |||||
| Cash & Cash Equivalents | 42.01 | 42.01 | - | - | |||||
| Other Bank Balance | 167.46 | 167.46 | - | - | |||||
| Loans | 159.62 | 159.62 | - | - | |||||
| Other Financial Assets | 0.82 | 147.08 | 147.90 | 0.82 | - | 0.82 | |||
| Total | 103.84 | - | 1,021.82 | 1,125.66 | 1.13 | 0.82 | 101.89 | 103.84 | |
| c | Non-current Financial liabilities | ||||||||
| Borrowings | 885.70 | 885.70 | - | - | |||||
| Other Financial Liabilities | 0.25 | 0.25 | - | - | |||||
| d | Current Financial liabilities | - | |||||||
| Short term borrowings | 1,145.73 | 1,145.73 | - | - | |||||
| Trade Payables | 495.49 | 495.49 | - | - | |||||
| Other Financial Liabilities | - | 39.74 | 39.74 | - | - | - | |||
| Total | - | - | 2,566.91 | 2,566.91 | - | - | - | - | |
| 2 | Financial Assets and Liabilities as at March 31,2021: |
||||||||
| a | Non-Current Financial Assets | ||||||||
| Investments in Quoted Equity Instruments |
0.84 | 0.84 | 0.84 | - | 0.84 | ||||
| Investments in Joint Ventures and Associates |
105.87 | 105.87 | 105.87 | 105.87 | |||||
| Other Financial Assets | 23.04 | 23.04 | - | - | |||||
| b | Current Financial Assets | ||||||||
| Trade Receivable | 517.13 | 517.13 | - | - | |||||
| Cash & Cash Equivalents | 29.88 | 29.88 | - | - | |||||
| Other Bank Balance | 16.48 | 16.48 | - | - | |||||
| Loans | 181.82 | 181.82 | - | - | |||||
| Current Investment | 421.31 | - | 421.31 | 421.31 | 421.31 | ||||
| Other Financial Assets | 159.06 | 159.06 | - | - | |||||
| Total | 528.02 | - | 927.41 | 1,455.43 | 0.84 | - | 527.18 | 528.02 | |
| c | Non-current Financial liabilities | ||||||||
| Borrowings | 1,763.49 | 1,763.49 | - | - | |||||
| Other Financial Liabilities | 0.25 | 0.25 | - | - | |||||
| d | Current Financial liabilities | ||||||||
| Short term borrowings | 312.14 | 312.14 | - | - | |||||
| Trade Payables | 428.18 | 428.18 | - | - | |||||
| Other Financial Liabilities | 0.70 | 57.90 | 58.60 | 0.70 | - | 0.70 | |||
| Total | 0.70 | - | 2,561.96 | 2,562.66 | - | 0.70 | - | 0.70 |
194
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B. Measurement of fair value
The following methods and assumptions were used to estimate the fair values:
-
a) The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current bank balances and other liabilities including deposits, creditors for capital expenditure, etc. are considered to be the same as their fair values, due to current and short term nature of such balances.
-
b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances if required, are taken to account for expected losses of these receivables.
-
c) The fair values for investment in unquoted equity shares were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
C. Fair Value Hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
(48) Financial Risk Management
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Directors of the Company. The Audit Committee periodically reviews the adequacy and efficacy of the overall risk management system. The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company has in place adequate Internal Financial Controls with reference to financial statements and such internal financial controls are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial statements. The Group has exposure to the following risks arising from financial instruments:
-
Credit risk
-
Liquidity risk and
-
Market risk
A Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
i Trade receivables
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The loss rates are computed using a ‘roll rate’ method based on the probability of receivable progressing through successive stages till full provision for the trade receivable is made.
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The ageing analysis of trade receivables (net of provision) has been considered from the date the invoice falls due -
due - |
|
|---|---|
| (Rs. in crore) | |
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Not due 0 to 180 days due past due date More than 180 days upto 1 year past due date More than 1 year upto 2 years past due date More than 2 year upto 3 years past due date More than 3 years past due date Total Less : Provision for Expected Credit Loss / Doubtful Debts |
478.34 485.10 2.51 3.38 2.77 1.48 1.21 2.09 30.17 49.59 515.00 541.64 (34.59) (24.51) 480.41 517.13 |
The Company does not have any disputed trade receivable as on 31st March 2022 (previous year: Nil)
The following table summarizes the changes in loss allowances measured using life time expected credit loss model -
model - |
|
|---|---|
| (Rs. in crore) | |
| Particulars | As at 31st March, 2022 As at 31st March, 2021 |
| Opening Provision Addition/(Reversal) during the year Closing provision |
24.51 71.86 10.08 (47.35) |
| 34.59 24.51 |
- (ii) Provision for ECL of Loans, Unbilled Revenue and Trade Receivables
Financial assets for which loss allowance is measured using 12 month expected credit losses
The movement in the allowance for impairment in respect of loans, unbilled revenue and trade receivables during the year was as follows:
| (Rs. in crore) Loan Unbilled Revenue Trade Receivable 8.78 20.51 24.51 (1.34) (10.06) 10.08 7.44 10.45 34.59 |
|
|---|---|
| Particulars | |
| Balance as at 31st March 2021 Provision for ECL Balance as at 31st March,2022 |
(iii) Cash and bank balances
The Group held cash and cash equivalent and other bank balance of Rs. 209.47 crore at March 31, 2022 [including Rs 161.46 crores being Short Term Fixed Deposit Escrow Account] (March 31, 2021: Rs. 46.36 crore). The same are held with bank and financial institution counterparties with good credit rating. Also, Group invests its short term surplus funds in bank fixed deposit which carry no market risks for short duration, therefore does not expose the Group to credit risk.
(iv) Others
Other than trade financial assets reported above, the Group has no other financial assets which carries any significant credit risk.
( B) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis of expected cash flows.
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(i) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments.
| (ii) | (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | |
|---|---|---|---|---|---|---|
| Contractual maturities of fnancial liabilities 31 March 2022: |
1 year or less 1-2 years More than 2years Total |
|||||
| Non-Derivative Long term borrowings Prefrence Share Capital Short term borrowings Trade payables Other fnancial liabilities Total Derivatives |
0.29 - 880.07 880.36 - - 5.63 5.63 1,145.73 - - 1,145.73 495.49 - - 495.49 39.45 0.25 - 39.70 |
|||||
| 1,680.96 0.25 885.70 2,566.91 |
||||||
| 273.08 273.08 |
||||||
| Total | 273.08 - - 273.08 |
|||||
| (Rs. in crore) | ||||||
| Contractual maturities of fnancial liabilities 31 March 2021: |
1 year | or less 1-2 years More than 2years Total |
||||
| Non-Derivative Long term borrowings Prefrence Share Capital Short term borrowings Trade payables Other fnancial liabilities Total Derivatives |
0.93 1.13 312.14 428.18 57.67 |
1,000.00 1.13 0.25 |
759.46 1,760.39 2.90 5.16 312.14 428.18 - 57.92 |
|||
| 800.05 |
1,001.38 | 762.36 2,563.79 |
||||
| 78.35 | 78.35 | |||||
| Total | 78.35 | - | - 78.35 |
|||
| The ageing analysis of trade payables- | (Rs. in crore) | |||||
| Particulars | 31st March, 2022 |
31st March, 2021 |
||||
| Dues to Micro Enterprises and Small Enterprises Not Due and upto 1 yr Other than to Micro Enterprises and Small Enterprises Acceptances Not Due and upto 1 yr Trade Payables Not Due and upto 1 yr Trade Payables >1 yr upto 2 yr Trade Payables >2 yr upto 3 yr Trade Payables >3 yr Total Other than to Micro Enterprises and Small Enterprises Total |
441.05 0.76 0.98 4.28 |
13.11 | 374.28 1.14 1.65 2.78 |
17.56 30.77 379.85 |
||
| 35.31 | ||||||
| 447.07 | ||||||
| 482.38 | 410.62 | |||||
| 495.49 | 428.18 |
The Company does not have any disputed trade payable as on 31st March 2022 (previous year: Nil)
C Market risk
Market risk is the risk that changes in market prices, such as interest rates (interest rate risk), will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
D Interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long term debt obligation at floating interest rates. The Group’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
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E Interest rate risk exposure
The exposure of the Group’s borrowing to interest rate changes at the end of the reporting period are as follows:
| (Rs. in crore) | |
|---|---|
| Particulars | 31st March, 2022 31st March, 2021 |
| Variable rate borrowings Fixed rate borrowings Total borrowings |
1,000.00 1,000.00 1,026.09 1,071.04 2,026.09 2,071.04 |
F Sensitivity:
A change of 100 basis points in interest rates would have following impact on profit after tax and equity -
| (Rs. in crore) | ||
|---|---|---|
| Particulars | 31st March, | 31st March, |
| 2022 | 2021 | |
| Interest rates – increase by 100 basis points * | 7.48 | 7.48 |
| Interest rates – decrease by100 basispoints * | (7.48) | (7.48) |
- Holding all other variables constant
G Foreign Exchange Risk
- i) Derivative instruments outstanding:
| (Rs. in crore) | (Rs. in crore) | (Rs. in crore) | ||||
|---|---|---|---|---|---|---|
| Particulars | As at 31-Mar-2022 | Equivalent (Rupees) |
As at 31-Mar-2021 | Equivalent (in Rs.) |
||
| Foreign Currency | Foreign Currency | |||||
| For Imports | USD | 2.61 | 198.92 | USD | 0.59 | 43.18 |
| EURO | - | - | EURO | - | - | |
| For Exports | USD | 0.27 | 20.55 | USD | 0.35 | 25.51 |
| EURO | 0.63 | 53.61 | EURO | 0.04 | 9.66 |
- ii) Foreign Currency exposure that are not hedged by derivative instruments:
| Debtors | Equiv Rs. |
Creditors | Equiv Rs. |
Cash Bank Balances |
Equiv Rs. |
Other Payables |
Equiv Rs. |
Export Advance |
Equiv Rs. |
Other Receivable |
Equiv Rs. |
Total | Equiv Rs. | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| USD | 0.018 | 1.385 | 0.018 | 1.335 | - |
- | - | - | 0.013 | 1.005 | - | - | 0.049 | 3.726 |
| 0.018 | 1.349 | 1.308 | 95.614 | - |
- | - | - | 0.009 | 0.641 | - | - | 1.335 | 97.604 | |
| EURO | - | - | 0.021 | 1.733 | - |
- | - | - | - | - | - | - | 0.021 | 1.733 |
| - | - | 0.022 | 1.920 | - |
- | - | - | 0.004 | 0.343 | - | - | 0.026 | 2.264 | |
| AUD | - | - | 0.000 | 0.010 | - |
- | - | - | - | - | - | - | 0.0002 | 0.010 |
| - | - | 0.000 | 0.010 | - |
- | - | - | - | - | - | - | 0.0002 | 0.010 | |
| OMR | - | - | 0.001 | 0.100 | - |
- | - | - | - | - | - | - | 0.001 | 0.100 |
| - | - | - | - | - |
- | - | - | - | - | - | - | - | - | |
| Total 2021-22 | 0.070 | 5.57 | ||||||||||||
| Total 2020-21 | 1.36 | 99.88 |
Figures in bold type relate to current year and figures in normal type relate to previous year
- iii) Sensitivity if the Exchange rate moves upward / downward by Rs. 1/-
| Rs. in crore | ||
|---|---|---|
| Liability Movement | Increase | Decrease |
| Upward movement | 0.07 | |
| 1.36 | ||
| Downward movement | (0.07) | |
| (1.36) |
Figures in Bold type relate to current year and figures in normal type relate to previous year.
198
| Note 49: Financials Ratios | Refer Note | 31-Mar-22 | 31-Mar-21 |
|---|---|---|---|
| 1 Current Ratio Current Assets / Current Liabilities |
(b) | 1.38 | 2.71 |
| 2 Net Debt Equity Ratio Net Debt = Non Current & Current Borrowings - Current Investments - Cash & Cash Equivalents Equity = Equity Capital + Other Equity |
(a) | 2.95 | 3.17 |
| 3 Debt service coverage ratio |
(a) | 1.32 | 2.20 |
| 4 Return on Equity % PAT / Average Equity |
(b)& ( c) | 32.65% | -35.96% |
| 5 Inventory turnover ratio COGS / Average Inventory |
(b) | 3.72 | 3.15 |
| 6 Debtors turnover ratio Revenue from Operations / Average Debtors |
(b) | 9.53 | 7.43 |
| 7 Trade Payables turnover ratio Purchases / Average Trade Payables |
(b) | 10.14 | 5.14 |
| 8 Net Capital turnover ratio Working Capital / Revenue from Operations |
(b) | 0.25 | 0.42 |
| 9 Net Proft ratio (%) Total Comprehensive Income / Revenue from Operations |
( c) | 3.70% | -5.99% |
| 10 Return on Capital Employed Total Comprehensive Income /Capital Employed |
(a) & ( c) | 11.76% | 5.09% |
| 11 Return on Investment Dividends+Fair Value changes in Current Investments /Current Investments |
0.00% | 0.00% |
Note :
a There are improvements in the leverage ratios primarily due to increase in profitability and reduction of debt during the year
b There are improvements in the Working Capital ratios primarily due to increase in turnover during the year
c There are improvements in the profitability ratios primarily due to increase in turnover & profitability during the year
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Note 50 : Segment Information for the year ended 31st March, 2022
| Note 50 : Segment Information for the year ended 31st March, 2022 | Note 50 : Segment Information for the year ended 31st March, 2022 |
|---|---|
| A. Primary Segment - (Business Segment) : (Rs. in crore) |
|
| Sr. No. |
Particulars 2021-22 2020-21 |
| 1 2 3 4 B. |
Segment Revenue Specialty Steel 4,530.44 3,319.44 Industrial Machinery & Engineering Contracts 100.34 26.52 Others 13.47 7.72 Less : Inter Segment Revenue (7.59) (1.51) |
| Total Segment Revenue 4,636.66 3,352.17 |
|
| Segment Result Specialty Steel 235.53 330.34 Industrial Machinery & Engineering Contracts (27.19) (57.88) Others (4.81) (210.73) Less : Inter Segment Revenue (1.26) (0.25) |
|
| Total Segment Result 202.27 61.48 |
|
| Add : Interest Income 14.71 27.35 Other Income 101.00 94.88 Share in Profts of Associates and Joint Ventures (2.11) (53.42) Less : Unallocable Expenditure (8.46) 32.63 Proft / (Loss) before Finance cost 307.41 162.92 Less : Finance Cost (145.41) (317.63) |
|
| Proft /(Loss) before Tax 162.00 (154.71) |
|
| Segment Assets / Liabilities As at 31-Mar-22 As at 31-Mar-21 |
|
| (i) Segment Assets Specialty Steel 2,755.88 2,120.52 Industrial Machinery & Engineering Contracts 301.37 294.22 Others 6.19 29.44 Un-allocated Assets 404.76 793.16 |
|
| Total Assets 3,468.20 3,237.34 |
|
| (ii) Segment Liabilities Specialty Steel 674.29 582.08 Industrial Machinery & Engineering Contracts 52.86 39.42 Others 146.41 166.31 Un-allocated Liabilities 1,970.28 1,986.99 |
|
| Total Liabilities 2,843.84 2,774.80 |
|
| Total Net Capital Employed 624.36 462.54 |
|
| Secondary Segment - (Information of Geographical Areas) : |
| Secondary Segment - (Information of Geographical Areas) : | |
|---|---|
| Particulars | 2021-22 2020-21 |
| Segment Revenue India Rest of the World Non Current Assets # India Rest of the World |
4,404.17 3,191.81 232.49 160.36 |
| 4,636.66 3,352.17 591.36 536.91 - - |
other than financial instruments, deferred tax assets, post-employment benefit assets.
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C. Other Disclosure
Business segment has been disclosed as primary segment.
Types of products and services in each business segment:
1 - Steel – billets, blooms, rounds, wire rods, bars, rods and sections, bright bars and wires of special & alloy steel and stainless steel.
2 - Industrial Machinery and Engineering Contracts - EOT and other cranes, steel structurals, material handling equipment, processing plant and equipment, etc.
3 - Others - Comprise Segments of Road Construction, property development and income from operations of Non-banking Financial Activities.
The segments as reported above include trading activity of the respective segments.
The Segment Information include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
During the year ended 31-03-2022 at group level company made sale to one of its customer in steel segment of Rs. 955.18 crore (PY Rs. 461.92 crore).
201
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| prehensive Income | 2020-21 | Amount | 40.28 | (170.31) | (1.10) | (100.23) | (1.30) | (51.25) | (9.27) | - | (11.38) | - | - | (304.56) | 96.44 | (208.12) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As % of consolidated total comprehensive income |
-19.35% | 81.83% | 0.53% | 48.16% | 0.62% | 24.63% | 4.45% | 0.00% | 5.47% | 0.00% | 0.00% | 146.34% | -46.34% | 100.00% | |||||||
| n Total Com | Amount | 119.80 | (5.41) | - | (11.96) | (1.81) | 1.77 | (0.68) | - | (8.10) | - | - | 93.62 | 82.32 | 175.94 | ||||||
| Share i | 2021-22 | As % of consolidated total comprehensive income |
68.09% | -3.07% | 0.00% | -6.80% | -1.03% | 1.01% | -0.39% | 0.00% | -4.60% | 0.00% | 0.00% | 53.21% | 46.79% | 100.00% | |||||
| prehensive Income | 2020-21 | Amount | (5.72) | - | - | - | (0.60) | (0.20) | 0.02 | - | (0.21) | - | - | (6.71) | 2.37 | (4.34) | |||||
| As % of consolidated other comprehensive income |
131.80% | 0.00% | 0.00% | 0.00% | 13.82% | 4.55% | -0.46% | 0.00% | 4.83% | 0.00% | 0.00% | 154.54% | -54.54% | 100% | |||||||
| Other Com | Amount | (2.32) | - | - | - | (0.69) | - | 0.02 | - | (0.12) | - | - | (3.11) | 1.63 | (1.48) | ||||||
| Share in | 2021-22 | As % of consolidated other comprehensive income |
156.76% | 0.00% | 0.00% | 0.00% | 46.62% | 0.00% | -1.35% | 0.00% | 8.05% | 0.00% | 0.00% | 210.08% | -110.08% | 100% | |||||
| oft or (Loss) | 2020-21 | Amount | 46.00 | (170.31) | (1.10) | (100.23) | (0.70) | (51.05) | (9.29) | - | (11.17) | - | - | (297.85) | 94.07 | (203.78) | |||||
| As % of consolidated proft or (loss) |
-22.57% | 83.58% | 0.54% | 49.19% | 0.34% | 25.05% | 4.56% | 0.00% | 5.48% | 0.00% | 0.00% | 146.16% | -46.16% | 100% | |||||||
| Share in Pr | 2 | Amount | 122.12 | (5.41) | - | (11.96) | (1.12) | 1.77 | (0.70) | - | (7.98) | - | - | 96.72 | 80.69 | 177.42 | |||||
| 2021-2 | As % of consolidated proft or (loss) |
68.83% | -3.05% | 0.00% | -6.74% | -0.63% | 1.00% | -0.39% | 0.00% | -4.50% | 0.00% | 0.00% | 54.52% | 45.48% | 100% | ||||||
| ssets | 31-Mar-21 | Amount | 897.33 | (140.31 ) | - | (118.31) | 10.08 | 346.00 | 124.18 | - | (16.65) | - | - | 1,102.32 | (639.78) | 462.54 | |||||
| As % of consolidated net assets |
194.00% | -30.33% | 0.00% | -25.58% | 2.18% | 74.80% | 26.85% | 0.00% | -3.60% | 0.00% | 0.00% | 238.32% | -138.32% | 100% | |||||||
| Net A | -22 | Amount | 1,003.00 | (145.72) | (130.25) | 1.05 | - | 123.51 | - | (24.75) | - | - | 826.84 | (202.47) | 624.36 | ||||||
| 31-Mar | As % of consolidated net assets |
160.64% | -23.34% | -20.86% | 0.17% | 0.00% | 19.78% | 0.00% | -3.96% | 0.00% | 0.00% | 132.43% | -32.43% | 100% | |||||||
| Name | Mukand Limited - Holding Company | Subsidiaries | Indian | Mukand Global Finance Ltd. (MGFL) | Vidyavihar Containers Ltd. (VCL) | Adore Trader & Realtor Pvt Ltd | Foreign | Mukand International FZE (MIFZE) | Joint Ventures | Mukand Sumi Special Steel Ltd (MSSSL) formerly known as (Mukand Alloy Steel Ltd |
Mukand Sumi Metal Processing Ltd. (MSMPL) |
Hospet Steels Ltd. (HSL) | Associates | Mukand Engineers Ltd. (MEL) | Bombay Forgings Ltd. (BFL) | Stainless India Ltd. (SIL) | Total | Intercompany elimination and consolidation adjustments |
Total | ||
| Sr. No. |
A | (a) | (i) | (ii) | (iii) | (b) | (i) | B | (i) | (ii) | (iii) | C | (i) | (ii) | (iii) |
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Note : 52
- I Disclosure of transaction with struck off companies
The following table depicts the details of balances outstanding in respect of transactions undertaken with the Company struck-off under section 248 of the Companies Act, 2013.
| (Rs in crore) | ||||
|---|---|---|---|---|
| Name of struck of Company | Nature of transactions with struck-of Companies |
Relationship with the struck-of |
Balance as on March 31, 2022 |
Balance as on March 31, 2021 |
| Company | ||||
| ABB Power Private Limited | Purchase of goods | Vendor | - | - |
| Melfrank Engineers | Purchase of goods | Vendor | - | (0.02) |
| Prompt Security Services | Receiving of services | Vendor | (0.00) | (0.02) |
| Pals Specalised Tooling System Private | Purchase of goods | Vendor | (0.01) | (0.01) |
| Limited |
Details of other struck off entities holding equity shares in the Company is as below:
| (Amount in Rs) | ||
|---|---|---|
| Name of struck of Company | No’s of Paidup No’s of |
Paidup Capital |
| Share Capital Share Held |
As at March 31, | |
| Held 31-03-2022 As at March 31, 2022 31-03-2021 |
2021 | |
| Satidham Industries Pvt.ltd. | 8,200 82,000 - |
- |
| Ronak Fabrics Pvt. Ltd | 1,500 15,000 2,000 |
20,000 |
| Global Emerging Markets India Ltd | 486 4,860 486 |
4,860 |
| Alcozin India Pvt Ltd | 101 1,010 101 |
1,010 |
| Gagan Trading Co Ltd | 80 800 80 |
800 |
| Popular Stock & Share Services Ltd | 80 800 80 |
800 |
| Atlantic Securities Pvt Ltd | 24 240 24 |
240 |
| Vaishak Shares Limited | 3 30 3 |
30 |
| Splash Technologies Pvt Ltd | 1 10 1 |
10 |
II The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
-
III The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
-
IV The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
-
V The Code on Social Security, 2020 (‘Code’) has been notified in the Official Gazette in September 2020 which could impact the contribution by the Company towards certain employment benefits. The effective date from which the changes and rules would become applicable is yet to be notified. Impact of the changes will be assessed and accounted in the relevant period of notification of relevant provisions.
VI Disclosure with respect to monthly/quarterly statement of Current assets filed with Bank
The Company has filed, monthly/quarterly returns or statements read with subsequent revision, with the banks in lieu of the sanctioned facilities, which are in agreement with books of accounts at the time of filing with respective banks.
VII In view of the aggregate losses as calculated in accordance Sec 135 and 198 of the companies Act,2013 during last 3 years immediately preceding financial years, the Company is not required to incur any expenditure in pursuance of the CSR policy for the FY 2021-22.(Previous year : NIL)
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Note 53 : Other Notes
-
(i) MGFL has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning for Bad and Doubtful Debts as required by the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2016. MGFL has also made provision on Standard Assets as on 31st March, 2022 as prescribed by Reserve Bank of India (RBI) in their Notifications No. DNBS. 222 CGM(US)2011 and No. DNBS. 223 CGM (US) 2011 both dated January 17, 2011. Various Returns required to be filed with RBI have been filed with RBI in time.
-
(ii) Since the assets size of MGFL is less than Rs. 500 crore, it is exempted from compliance of Credit Concentration Norms of Reserve Bank of India circular No. DNBR (PD) CC.No.002/03.10.001/2014-15 dated 10/11/2014. As a matter of prudent practice, MGFL continued the disclosure in respect of CRAR, Exposure to Real Estate Sector, Leverage Ratio and Maturity Pattern of certain items of Assets and Liabilities.
-
(iii) SIL’s operations have been suspended w.e.f. 27.10.2008. For past several years SIL’s net worth has been fully eroded. The accounts have however been prepared under going concern assumption.
-
(iv) Further to de-allocation of coal block by Ministry of Coal, the Supreme Court of India cancelled allotment of all coal blocks in the Writ Petitions before it including the allotment received by Joint Venture Company, M/s. Mukand Vini Mineral Ltd (MVML). In F.Y. 2018-19 MVML had filed form STK - 2 with Registrar of Companies for striking off its name, and the same has been striked off during the F.Y. 2021-22.
-
(v) Mukand ltd had, during the Financial Year 1998-99, entered into a strategic alliance with Kalyani Steels Limited to set-up a steel plant to be operated by a company – Hospet Steels Limited. Expenses and liabilities arising out of this alliance to Hospet Steels Limited are shared on the basis stipulated in the relevant Agreements, and its accounting in the books of the Mukand is carried out, accordingly. Wherever, due to the terms of the alliance, estimations are required to be made in respect of expenses, liabilities, production, etc., the same have been relied upon by the auditors, being technical matters.
-
(vi) The statutory auditor of Mukand Engineers Ltd (MEL), an associate company, vide their report dated 17th May 2022 have observed and states that the Mukand Engineers Limited (“the Company”) has incurred a net loss of Rs. 22.42 crores (loss after tax) during the year ending 31st March, 2022 and has accumulated losses amounting to Rs. 104.33 crores (loss after tax), up to 31st March, 2022 resulting in to erosion of the Net Worth of the Company. During the period under review, fund flow of the Company has been impacted on account of general slow-down in the business, which may also seriously impair Company’s financial position. This indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as going concern. The Company had filed petitions with National Company Law Tribunal (NCLT) for Scheme of amalgamation of Mukand Engineers Limited with the Mukand Limited and the petition has been approved by NCLT after close of the year on April 29, 2022. The Scheme shall be effective from the appointed date April 1, 2019 on receipt of certified copy of NCLT order and filing the same with Registrar of Companies. On implementation of the Scheme, the MEL will cease to exist and all the assets and liabilities of the MEL will be transferred to the Mukand Limited w.e.f. the Appointed Date on a going concern basis and in the manner provided in the said Scheme. In view of this, the financial statements of MEL have been prepared on a going concern basis.
Note 54 : Previous Year’s figures have been regrouped / recast wherever necessary.
As per our attached report of even date For and on behalf of the Board of Directors For DHC & Co. Chartered Accountants Niraj Bajaj R Sankaran ICAI FR No. 103525W Chairman & Managing Director Director DIN : 00028261 DIN : 00381139 Atul Paliwal A M Kulkarni Umesh V Joshi Rajendra Sawant Partner Chief Executive Officer Chief Financial Officer Company Secretary Membership No. 401969 Mumbai, May 17, 2022 Jaipur, May 17, 2022
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MUKAND LIMITED
Proxy Form
MUKAND LIMITED
(CIN No.: L99999MH1937PLC002726)
Registered Office: Bajaj Bhawan, 3rd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400021 Tel: 022–61216666, E-mail: [email protected], Website: www.mukand.com
Proxy Form Form No. MGT-11
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN : L99999MH1937PLC002726 Name of the company : MUKAND LIMITED Registered office : Bajaj Bhawan, 3rd Floor, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400021 Tel: 022–61216666, E-mail: [email protected], Website: www.mukand.com Name of the member (s) : Registered address : E-mail Id : Folio No/ Client Id /DP Id :
I/We, being the member (s) of …………. shares of Mukand Ltd. hereby appoint:
- Name :………………………………. Address: ……………………..……….. E-mail Id:…………………………… Signature:……………………..……….. or failing him/her 2. Name :………………………………. Address: ……………………..……….. E-mail Id:…………………………… Signature:……………………..……….. or failing him/her 3. Name :………………………………. Address: ……………………..……….. E-mail Id:…………………………… Signature:……………………..………..
as my/our proxy to attend and vote for me/us and on my/our behalf at the 84th Annual General Meeting of the Company, to be held on Wednesday, August 10, 2022 at 11:30 a.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 and at any adjournment thereof in respect of such resolutions as are indicated below:
| Resolution No. |
Details of Resolution | Optional | Optional |
|---|---|---|---|
| Ordinary Business |
For | Against | |
| 1. | To consider and adopt the audited standalone fnancial statements and audited consolidated fnancial statements of the Company for the year ended March 31, 2022, together with the Report/s of the Board of Directors and the Auditors thereon |
||
| 2. | To declare dividend on 0.01% Cumulative Redeemable Preference Shares @ of 0.01% on paid up/ redeemable value of shares for the fnancialyear ended March 31,2022 |
||
| 3. | To declare dividend on 8% Cumulative Redeemable Preference Shares @ of 8% on paid up value of shares for the fnancialyear ended March 31,2022 |
||
| 4. | To declare a dividend on Equity Shares @ of Rs.1.50/- (One Rupee and Fifty Paise) per equity share for the fnancialyear ended March 31,2022 |
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| 5. | To appoint a Director in the place of Shri Niraj Bajaj, who retires by rotation in terms of Section 152(6)of the Companies Act,2013 and beingeligible,ofers himself for re-appointment. |
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Special Business |
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| 6 | Ratifcation of Cost Auditor’s Remuneration | ||
| 7. | Approval of Material Related PartyTransactions for FY: 2022-23 |
||
| 8. | Approval / ratifcation of Material Related PartyTransactions for FY: 2021-22 | ||
| 9. | General approval for Issue of Redeemable Non-convertible Debentures on private placement basis |
||
| Signed this……… day of………..…… 2022. |
Signature of shareholder Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
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MUKAND LIMITED
Route Map
Route map to the AGM Venue of:
MUKAND LIMITED 84[th] Annual General Meeting Wednesday, August 10, 2022 at 11:30 a.m.
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N
Mumbai Chatrapati
Wankhede Shivaji Terminus
Stadium
Azad Maidan
InterContinental
Marine Drive-Mumbai
Churchgate
Railway Station
CHURCHGATE
Bombay High
Court
Oval
Maidan
Mantralaya
Kamalnayan Bajaj Hall &
Art Gallery
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Venue of AGM:
Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400021 Ph.: 022 2202 3626
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Notes
Notes
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MUKAND LTD , Bajaj Bhavan, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai 400021, India www.mukand.com