To the Members,
The Board presents the 44th Annual Report of Artson Engineering Limited (the
Company or AEL) along with the Audited Financial Statements for the year ended 31st
March 2023.
1. FINANCIAL RESULTS
PARTICULARS |
2022-23 |
2021-22 |
| Gross Turnover (including Other Income) |
13239.05 |
17351.39 |
| Profit before Interest and (EBIDTA) Depreciation |
(958.93) |
757.22 |
| Finance Charges |
1017.25 |
1076.91 |
| Depreciation and Amortization |
121.06 |
117.37 |
| Total Expenditure |
15336.29 |
17788.45 |
| Net Profit / (Loss) Before Tax (PBT) |
(2097.24) |
(437.06) |
| Less: Tax expense |
(253.57) |
(65.83) |
| Net ProfitAfter Tax (PAT) |
(2350.81) |
(502.89) |
| Other Comprehensive Income |
0.15 |
1.60 |
| Total Comprehensive income |
(2350.96) |
(501.29) |
| Balance of Profit / (Loss) brought forward |
(319.66) |
(414.10) |
| Balance available for appropriation |
(1888.16) |
(319.66) |
| Surplus / (Deficit) carried to Balance Sheet |
(1888.16) |
(319.66) |
2. COMPANYS PERFORMANCE
The headwinds of Covid19 continue to impact financial performance caused by the higher
proportion delayed EPC Tankage projects in the backlog and low manufacturing order intake
during the lockdown years. The Company's revenue from operations for the year under review
aggregated to ` 13,142 lakhs (Previous Year: ` 17,264 lakhs), 23.8 % reduction over
previous year. The operations of the Company for the year under before tax ofreview
resulted in profit/ ` (2097.24) lakhs (Previous Year: (437) lakhs) and profit/ (loss)
after tax of ` (2351) lakhs (Previous Year: (503) lakhs).
Most of ongoing EPC project backlog of the Company is expectedtobecompleted .
financialyear thecoming
The Company has completed its works and is in the process of achieving commercial
closure at NFC Kota, IOCL Paradip-1, IOCL Dhumad and GMR Hyderabad Airport. It has also
resumed the-then suspended works at ZACL (now PPL) Goa. It has achieved over 95% of work
progress at ONGC Kakinada, over 85% of work progress at IOCL Paradip-2 and over 65% of
work progress for absorber construction at NTPC Talcher and Vallur.
In spite of various challenges faced, this year the Nagpur unit attained highest
productivity in a single year, since the date of its establishment. The fabrication yard
at Nagpur has executed orders for supply of over 8447 MT of steel structures to various
clients, including BHEL for their Patratu and Mauda Projects, Tata Projects Limited for
Tata Steel Limited's IOPP Project and ISRO Project, and for Lloyds. The Nashik unit of
Company manufactured and delivered process plant equipment cumulatively weighing more than
1200 tonnes (Material of construction included carbon steel; stainless steel; exotic steel
hastelloy and inconel). The unit successfully completed prestigious order of supply of
Gas-to-Gas Heat Exchanger of 156 MT and 106 MT to Hindalco Industries Limited which was
the heaviest equipment fabricated at the unit till date.
The Nashik unit has been enlisted in IOCL MSL for Manufacturing of Pressure Vessels and
accordingly got orders for their projects in Gujarat. The unit booked a prestigious order
from Adani Group for their upcoming copper plant in Kutch for manufacturing and supply of
Gas-to-Gas Heat Exchangers, each weighing more than 260 MT. The unit booked orders worth `
110 crores during the financial year,
The Company has been receiving regular orders for fabrication and erection of Hull
Blocks for Ship Building from GRSE. The Company also received major orders for mechanical
/ erection works of equipment and Ship Propulsion System. The Company received orders for
more than 31crores in the year for works associated with Ship Building for the Indian Navy
and Coast Guard. Most of these are biennial / 5 years rate contracts. The Company has now
got a 5+ year track record in shipbuilding and is actively participating in tenders in
other shipyards like Cochin Shipyard Limited, Hindustan Shipyard Limited, and Goa Shipyard
Limited and is also negotiating for the ship repair space.
During the year under review, the Company received new orders with estimated value of
approximately INR
17906 Lakhs, majority of which are for manufacturing - thus indicating a pivot towards
the more profitable manufacturing sector which is witnessing a boom in line with the
governments push towards ‘Make in India'. The closing order backlog of the Company
for the year ended 31st March 2023 stood at approx. INR 19010 Lakhs.
Some of the major orders received during the year are as follows:
• From Kutch Copper Limited (Adani Group) for Manufacturing of 12 Gas-to-Gas Heat
Exchangers.
• From Danieli Corus for U Stamp Equipment's.
• From BHEL for fabrication and supply of fabricated structures for NTPC, Patratu
• From TPL for 5000 MT of Structural Fabrication of TSL Noamundi.
• From GRSE for Hull Block Fabrication and Erection, Erection of Mechanical
Equipment's.
BUSINESS OUTLOOK
As the Covid pandemic seems a distant memory, its aftereffects have started fading away
with implementation of various development schemes by the government, the infrastructure
sector is poised to grow at a CAGR of @ 8% by 2027. Make in India is giving further boost
to the industry.
India is now poised to become a net zero Country by 2070. Multiple industries and
Companies are falling in line with the global fight against climate change. Based on its
decades long track record in manufacturing process equipment and building tankages, the
Company sees a huge potential in the Green Energy Sector. It will actively seek MoUs and
partnerships with Companies from within its promoter group as well as from outside to
align with the ambition of the National Green Hydrogen mission, which aims to abate 50 MMT
per annum of GHG emission, create 6+ lakh jobs, produce 5 MMT Green Hydrogen per annum and
associated generation of 125+ GW green power and spend 8+ lakh crore rupees by 2030.
The Company sees a huge potential in the Green Energy Sector. With its decades of track
record in construction of cryogenic tanks (Relevant to hydrogen storage), double walled
tanks (relevant to ammonia storage), process equipment (relevant to balance of plant in a
green hydrogen set-up). The Company is one of the only few players in India that has all
the ‘infrastructure answers', except the electrolyser technology, where it is
actively seeking opportunities to align with the multiple large players investing top
dollars.
Indian shipbuilding industry has witnessed a big spurt in activity primarily due to 4
factors: Expansion and modernization of Indian Navy's fleet, the demand generated by
Global shipping industry's net zero target of
2050, the demand generated by rejuvenation of inland waterways and river navigation and
the associated demand for ship repair and maintenance. Most of the defence ship
requirements are being built in India, thus keeping shipyards fully occupied and the wait
time for fresh order delivery in years. All major shipyards are reaching out to the
Company to help them with capacity expansion. The Company, now with fair experience in the
Ship Building sector, looks forward to expanding its footprints by providing services in
multiple shipyards both owned by the government and the private sector.
With several years of shipbuilding experience at GRSE Kolkata, the Company is well
positioned to support shipyards across India and the world achieve the challenging tasks
above that might require an increase of an order of magnitude in shipbuilding capacities.
The Company is already in the process of establishing its footprints in major shipyards in
India. Moreover, the Company is in the process of collaborating and entering the
profitable ship repairs/ re-fit and allied activities at GRSE / GRSE KPDD/ elsewhere in
India as a ship repair associate. This is an exciting space aligned with our promoter
groups' objective of nation building and will be a big growth driver in years to come.
India is seeing a big push in infrastructure that has led to a multiplier effect on the
economy with major expansion being witnessed in Steel Industry, Power Sector, Infra
Sectors like railways, warehousing etc. The Company foresees huge demand in heavy
fabrication requirements and the Company is positioning to explore these opportunities by
way of additional facilities, automation etc.
Manufacturing activity has always been an Integral pillar to the economic growth of our
Country. More avenues for import substitutes, alternatives, and encouragement to scaling
of IP's are opening and the Company sees a strong future here.
With the above encouraging circumstances, the Company will focus on its strengths and
track record, position itself in profitable segments in the sunrise sectors (Green /
Shipbuilding / Infra). The Company will follow the nation building mission of its
promoters and aim for sustainable and profitable growth, which will lead to strengthening
of the Company balance sheet in the coming years.
The Company continues to maintain excellent record on Employee's Health and Safety at
all factory locations and project sites and has received appreciation from its clients.
The Company has taken several measures to ensure the well-being of its employees
including leveraging the power of technology to enable them to work from home. Further,
standing by its core commitment the Company is navigating through these unprecedented
times by building stronger and deeper relationships with consumers and its partners.
3. CHANGE IN THE NATURE OF BUSINESS
The basic nature of the business of the Company i.e., manufacturing of process plant
equipment, fabrication of structures & associated works and construction of storage
tanks etc. remains the same and there was no change in the nature of business of the
Company during the year under review.
4. CREDIT RATING
M/s. India Rating and Research Private Limited (Ind-Ra) has assigned a long-term issuer
rating of IND A+. The instrument-wise rating is as follows:
• "IND A+/Negative" for the Term Loan.
• "IND A+/Negative/IND A1+" for the fund-based limits.
• "IND A+/Negative/IND A1+" non-fund based limits.
5. DIVIDEND
Considering the financial position of the Company, the Board of Directors have not
recommended dividend for the year 2022-23. Further, as the members are aware, pursuant to
the revised terms of loan (interest free and long term), conversion of certain payables
into loans (interest free and long term) given by the Holding Company, Tata Projects
Limited (TPL), the Company is not permitted to declare dividend to the equity Shareholders
(including the Holding Company/ Promoter) until the re-payment of loan.
6. TRANSFER OF AMOUNT TO RESERVES
The Company does not propose to transfer any amount to General Reserve for the year
ended 31st March 2023.
7. BORROWINGS
The total borrowings of the Company including long-term loans and working capital
facilities stood at ` 5,888 Lakhs as on 31st March 2023.
8. ANNUAL RETURN
The Annual Return of the Company for the FY 2022-23 in the prescribed form MGT-7 as
required under section 92(3) of the Act is available on the website of the Company i.e.,
www.artson.net
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and/ or commitments affecting the financial position of the
Company, occurred between the end of the financial year of the Company to which the
financial statements relate i.e., 31 st March 2023 and the date of the report
i.e., 19th April 2023.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Appointment of Directors
During the year under review, there were no appointments. However, based on the
recommendations of the Nomination and Remuneration, the Board of Directors at their
meeting held on 19th April 2023 appointed Mr. Jyotisman Dasgupta as Independent
Director and Mr. Shashank Jha, CEO as CEO and Whole-Time Director, both w.e.f. 19th
April 2023. In terms of the provisions of the Companies Act 2013 and the corresponding
Rules made thereunder, the aforesaid appointments are placed at the ensuing AGM for
approval of the members.
b) Cessation of Directors
During the year under review, Mr. Vinayak Deshpande retired w.e.f. 28th June
2022. Further, Mr. Sunil Potdar, ceased to be Director w.e.f. 29th April 2023
upon completion of his term.
c) Directors retiring by rotation
In accordance with the provisions of the Act and the Company's Articles of Association,
Mr. Pralhad Pawar, retires by rotation and does not seek re-appointment in view of his
retirement from the Holding Company.
d) Changes in the Key Managerial Personnel
During the year under review, Mr. BV Ramesh Krishna resigned from the position of
Manager and COO w.e.f. 31st December 2022. Consequently, based on the
recommendations of the Nomination and Remuneration, the Board of Directors at their
meeting held on 12th October 2022 appointed Mr. Shashank Jha as the CEO w.e.f.
2nd January 2023.
e) Declaration by Independent Directors
As per the requirement of Section 149 (7) of the Act, the Independent Directors of the
Company, have submitted their respective declarationsthattheyfulfilthe criteria of
independence under Section 149 of the Act, read with
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
11. NUMBER OF BOARD MEETINGS
During the financial year, the Board met Six (6) times i.e., on 25 th April
2022, 12th July 2022, 12th October 2022, 13th January
2023, 27th January 2023 and 17th March 2023. The gap between any two
consecutive Board Meetings did not exceed One Hundred and Twenty days.
12. ANNUAL EVALUATION
Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the
Board has carried out an annual evaluation of its own performance, performance of the
Directors individually as well as the evaluation of the working of the Committees.
The following process was adopted for Board evaluation:
i. Feedback was sought from each Director about their views on the performance of the
Board covering various criteria such as degree of fulfilment of key responsibilities,
Board structure and composition, establishment, and delineation of responsibilities to
various Committees, effectiveness of Board processes, information and functioning, Board
culture and dynamics, quality of relationship between the Board and the Management and
efficacy of communication with external stakeholders. i
i. The feedback received from all the Directors was discussed at the meeting of
Independent Directors and the Nomination and Remuneration. The performance of the
Non-Independent Non-Executive Directors and Board Chairman was also reviewed by them. ii
i. The collective feedback on the performance of the Board (as a whole) was discussed
by the Chairperson of the Nomination and Remuneration with the Chairman of the Board. It
was also presented to the Board.
iv. Assessment of performance of every statutorily mandated Committee of the Board was
conducted and these assessments were presented to the Board for consideration. Areas on
which the Committees of the Board were assessed included degree of fulfilment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
v. During the year under review, the recommendations made in the previous year were
satisfactorily implemented.
Based on the annual evaluation process and the overall engagement of the Independent
Directors in the affairs of the Company during the year, the Board of Directors are of the
opinion that the Independent Directors of the Company possess, practice, and preach
highest standards of integrity and have the required experience and expertise in their
respective areas which enable them to provide guidance to the Management and adds value in
the Company's decision process.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the
Company, the work performed by the Internal, Statutory and Secretarial Auditors and the
reviews performed by the Management and the relevant Board Committees, including the Audit
Committee, the Board believes that the Company's internal financial controls were adequate
and effective during the year ended 31 st March 2023. Accordingly, pursuant to
Section 134(5) of the Act, based on the above and the representations received from the
Operating Management, the Board of Directors, to the best of their knowledge and ability
confirm that:
• In the preparation of the annual accounts, the applicable accounting standards
have been followed and that there was no material departure therefrom.
• They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have applied their recommendations consistently and made judgments and
estimates that are reasonable and prudent to give a true and fair view of the state of
affairs of the Company as at 31st March 2023 and of the profit/ loss of the
Company for the year ended on that date.
They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities.
• They have prepared the annual accounts on a going concern basis.
They have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively during the
year ended 31st March 2023; and
• Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively during the
year ended 31st March 2023.
14. AUDIT COMMITTEE
The Audit Committee (AC) of the Company comprises of 2 Independent Director(s) and 1
Non-Executive Director.
S. No. |
Name |
Role |
Designation |
| 1 |
Mr. Sanjay Sharma |
Chairman |
Non-Executive Director |
| 2 |
Ms. Leja Hattiangadi |
Member |
Independent Director |
| 3 |
Mr. Jyotisman Dasgupta |
Member |
Independent Director |
The composition of the Committee is as per the requirements of the provisions of
Section 177 of the Act. During year under review, there were no changes in the
constitution. However, w.e.f. 29th April 2023, Mr. Sunil Potdar ceased to be
the member and Mr. Jyotisman Dasgupta, was inducted as the member of Audit Committee.
The Audit Committee continues to provide valuable advice and guidance in the areas of
costing, finance, and internal financial controls. The Committee is governed by terms of
reference, which are in line with the regulatory requirements mandated by the Companies
Act, 2013 and Listing Regulations.
During the financial year, the Audit Committee met Five (5) times i.e., on 25th
April 2022, 12th July 2022, 12th October 2022, 13th
January 2023, and 27th January 2023.
15. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee (NRC) of the Company comprises of 2
Independent Director(s) and 1 Non-Executive Director.
S. No. |
Name |
Role |
Designation |
| 1 |
Ms. Leja Hattiangadi |
Chairperson |
Independent Director |
| 2 |
Mr. Vinayak Pai |
Member |
Non-Executive Director |
| 3 |
Mr. Jyotisman Dasgupta |
Member |
Independent Director |
The composition of the Committee is as per the requirements of the provisions of
Section 178 of the Act. During year under review, there were no changes in the
constitution. However, w.e.f. 29th April 2023, Mr. Sunil Potdar ceased to be
the member and Mr. Jyotisman Dasgupta, was inducted as the member of Nomination and
Remuneration. The Committee is governed by terms of reference, which are in line with the
regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.
During the financial year, the Nomination and Remuneration met Four (4) times i.e., on
25th April 2022, 12th July 2022, 12th October 2022, and
17th March 2023.
16. STAKEHOLDERS' RELATIONSHIPCOMMITTEE
The Stakeholders' Relationship Committee (SRC) of the Company comprises of 2
Independent Director(s) and 1 Non-Executive Director.
S. No. |
Name |
Role |
Designation |
| 1 |
Ms. Leja Hattiangadi |
Chairperson |
Independent Director |
| 2 |
Mr. Pralhad Pawar |
Member |
Non-Executive Director |
| 3 |
Mr. Jyotisman Dasgupta |
Member |
Independent Director |
The composition of the Committee is as per the requirements of the provisions of
Section 178 of the Act. During year under review, there were no changes in the
constitution. However, w.e.f. 29th April 2023, Mr. Sunil Potdar ceased to be
the member and Mr. Jyotisman Dasgupta, was inducted as the member of Stakeholders'
Relationship Committee. The Committee is governed by terms of reference, which are in line
with the regulatory requirements mandated by the Companies Act, 2013 and Listing
Regulations
During the financial year, the Stakeholders' Relationship Committee met four (4) times
i.e., on 25th April 2022, 12th July 2022, 12th October
2022, and 13th January 2023.
17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee (CSRC) of the Company comprises of 1
Independent Director and 2 Non-Executive Director(s).
S. No. |
Name |
Role |
Designation |
| 1 |
Ms. Leja Hattiangadi |
Chairperson |
Independent Director |
| 2 |
Mr. Sanjay Sharma |
Member |
Non-Executive Director |
| 3 |
Mr. Pralhad Pawar |
Member |
Non-Executive Director |
The composition of the Committee is as per the requirements of the provisions of
Section 135 of the Act. During the year under review, there were no changes in the
composition of the Corporate Social Responsibility Committee.
Pursuant to the provision of section 135 of the Companies Act 2013 read with the
corresponding Rules made thereunder and the Corporate Social Responsibility Policy adopted
by the Board of Directors, the provisions of CSR spending in the year 2022-23 were not
applicable to the Company, therefore during the year under review, no Corporate Social
Responsibility Committee meeting was held. The Corporate Social Responsibility policy of
the Company is available on the website of the Company,
https://artson.net/about-us/policies/corporate-social-responsibility-csr-policy/
18. REMUNERATION POLICY
Based on the recommendations of the NRC, the Board of Directors approved and adopted a
Remuneration Policy for Directors, Key Managerial Personnel and other employees of the
Company as required under Section 178(3) of the Act. The Company has adopted Governance
Guidelines which inter alia covers the composition and role of the Board, Board
Appointment, Induction and Development, Director's Remuneration, Code of Conduct, Board
Effectiveness Review, and mandates of the Board Committees. The Remuneration Policy is
placed on the website of the Company www.artson.net for reference and enclosed as Annexure
1.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has neither given any loans or guarantee, nor provided any security in
connection with any loan to any Body Corporate or person, nor has it acquired by
subscription, purchase or otherwise, the securities of any Body Corporate as provided
under Section 186 of the Act.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a policy on related party transactions. All related party transactions entered
during the year under review were on an arm's length basis and were in the ordinary course
of business. All transactions with related parties were reviewed and approved by the Audit
Committee. Prior omnibus approval was obtained for related party transactions which are of
repetitive nature and entered in the ordinary course of business and on an arm's length
basis. There were no other materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel and Body Corporate(s) which
had a potential conflictwith the interest of the Company at large. Accordingly, the
disclosure of these Related Party Transactions as required under Section 134 (3) (h) of
the Act in Form AOC 2 is not applicable for the year under review. The details of the
transactions with related parties are provided in the accompanying Financial Statements.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Particulars as prescribed under Section 134(3)(m) of the Act pertaining to the
conservation of energy, technology absorption and foreign exchange earnings and outgo is
enclosed as Annexure 2.
22. RISK MANAGEMENT POLICY
The Company has adopted measures for risk management and mitigation thereof. A formal
risk reporting system has been devised by the Company. Project Review Committee has been
constituted comprising of Directors and senior officials of the Company to review,
problems/ irregularities related to implementation and execution of projects (including
project delay, change in scope and estimation errors) and implementation of checks and
balances for proper execution of future work.
The key risk management and mitigation practices include those relating to
identification of key risks associated with the business objectives, impact assessment,
risk evaluation and reporting.
23. PARTICULARS OF SUBSIDIARY COMPANIES OR JOINT VENTURES OR ASSOCIATE COMPANY
The Company neither has any joint venture with nor does it have any associate or
subsidiary Company as defined undervarious provisions of the Act.
24. PARTICULARS OFDEPOSITS
During the year under review, the Company has neither accepted any deposit covered
under Chapter V of the Act nor has it contravened the compliance requirements of Chapter V
of the Act.
25. PARTICULARS OF SIGNIFICANT/ MATERIAL ORDERS PASSED, IF ANY and/ or material
orders passed by any Regulator/ Court/ Duringtheyearunderreview, therewerenosignificant
Tribunal which could impact the going concern status of the Company and its operations
in future.
26. AUDITORS a) Statutory Auditors
Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the
Act read with Rules made thereunder, the Shareholders at the 43rd Annual
General Meeting (AGM) of the Company held on 28th June 2022, approved the
re-appointment of M/s. Price Waterhouse & Co Chartered Accountants LLP, (PwC) (Firm
Registration Number - 304026E/E-300009) as the Statutory Auditors of the Company to hold
office for a period of 5 years commencing from the conclusion of the 43rd AGM
till the conclusion of the 48th AGM to be held in the year 2027.
The Auditors' Report issued by PwC for the financial year 2022-23 does not contain
reservations, adverse remark, or disclaimer.
b) Cost Auditors
In terms of the provisions of Section 148 of the Act read with the Companies (Audit and
Auditors) Rules 2014, and based on the recommendation of the Audit Committee, the Board of
Directors at their meeting held 19th April 2023 re-appointed M/s. Sagar and
Associates, Cost Accountants (Firm Registration No.
000118), as the Cost Auditors for the financial year 2023-24 to conduct the audit of
Steel Products of theCompany.Thenecessaryconsentletterandcertificateof eligibility was
received from M/s. Sagar & Associates, confirming their eligibility to be re-appointed
as the CostAuditors of the Company.
A resolution seeking ratification of remuneration payable to M/s. Sagar and Associates,
Cost Accountants (Firm Registration No. 000118) to conduct the audit of Steel Products of
the Company for the financial year 2023-24 has been included in the notice convening 44th
AGM of the Company.
c) Secretarial Auditors
In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the
Audit Committee, the Board of Directors at their meeting held on 25th April
2022 had appointed M/s. MKS & Associates, Company Secretaries
(Firm Registration No. S2017TL460500) as the Secretarial Auditorsforthefinancialyear
2022-23. The
Secretarial Audit Report for the financialyear 2022-23 in the prescribed form MR-3 on
the audit carried out by the said Auditor is enclosed to this Report as Annexure 3.
Further, based on the recommendation of the Audit Committee, the Board of Directors at
their meeting held on 19th April 2023 re-appointed M/s. MKS & Associates,
Company Secretaries (Firm Registration
No. S2017TL460500) as the Secretarial Auditors of the Company for the financial was
received from necessaryconsentletterandcertificate M/s. MKS & Associates, Company
Secretaries, confirming their eligibility to be re- appointed as the
SecretarialAuditors of the Company.
d) Internal Auditors
In terms of the provisions of Section 138 of the Act, read with the Companies
(Accounts) Rules, 2014 and other applicable provisions, if any, (as amended or re-enacted
from time to time) and based on the recommendation of Audit Committee, the Board of
Directors at their meeting held on 12th October 2022 appointed M/s. Aneja
Associates, Chartered Accountants, Proprietorship Firm (Firm Registration Number
100404W) as the Internal Auditors of the Company for the financial year 2022-23 (in
place of EY, LLP). their willingness and eligibility for M/sAnejaAssociatesconfirmed
appointment as the Internal Auditors of the Company. Further, the Audit Committee in
consultation with Internal Auditors, formulated the scope, functioning, periodicity and
methodology for conducting the internal audit.
27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adoptedadequateinternalfinancialcontrols, commensurate with the size
and complexity of its operations. During the year, such controls were tested and no
reportable material weakness in the design or operations was observed. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of accounting records and the timely preparation of
reliable financial information.
The Company has adopted accounting policies which are in line with the Indian
Accounting Standards (Ind-AS) and the Act. These are in accordance with the generally
accepted accounting principles in India. Changes in policies, if required, are made in
consultation with the Auditors and are approved by the Audit Committee. The Company's
internal audit system is geared towards ensuring adequate internal controls commensurate
with the size and needs of the business, with the objective of efficient conduct of
operations through adherence to the Company's policies, identifying areas of improvement,
evaluatingthereliabilityoffinancialstatements, ensuring compliances with applicable laws
and Regulations, and safeguarding of assets from unauthorized use.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal, Statutory, Cost
and Secretarial Auditors, including audit of the internal financial controls over
financial reporting by the Statutory Auditors, and the reviews performed by the Management
and the relevant Board and Committees, including the Audit Committee, the Board is of the
opinion that the Company's internal financial controls were adequate and effective during
the year 2022-23.
28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy on prevention, prohibition, and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has also constituted a Committee for Prevention of Sexual Harassment at
workplace. No complaints were received under the said policy during the year under review.
29. PARTICULARS OFEMPLOYEES
During the year under review, no employee in the Company drew remuneration in excess of
the amounts prescribed under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further
the information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time is enclosed as Annexure 4.
30. SHARE CAPITAL
The authorised share capital of the Company is ` 17,00,00,000/- comprising of
15,00,00,000 equity shares of ` 1/- and 2,00,000 preference shares of ` 100/- each.
Further, the paid-up equity share capital of the Company is
` 3,69,20,000/- divided into 3,69,20,000 equity shares of ` 1/- each. During the year
under review, there was no change in the capital structure of the Company. Disclosure
under Section 67(3)(c) of the Act in respect of voting rights not exercised directly by
the employees of the Company is not applicable.
31. ISSUE OF SHARES
During the year under review, the Company has not: i. Issued any shares with
differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share
Capital and Debenture) Rules, 2014. ii. Issued any sweat equity shares to any of its
employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and
Debenture) Rules, 2014. iii. Implemented any Employee Stock Option Scheme for its
employees.
32. PURCHASE OF SHARES OF THE COMPANY
During the period under review, the Company has not given any loan, guarantee or
security, or any financial assistance to the employees of the Company for the purpose of
purchase or subscription for any shares of the Company or its Holding Company pursuant to
Section 67(2) of the Act.
33. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to report to the Management, the
instances of unethical behaviour, actual or suspected, fraud or violation of the Company's
code of conduct or ethics policy. Under the policy, the employees can approach the
Company's Ethics Counsellor/ Chairman of the Audit Committee for reporting.
34. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
Pursuant to the Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, compliance with the Corporate Governance provisions as
specified in
Regulations 17 to 27 and 46 (2)(b) to (i) and (t) and para-C, D and E of Schedule V are
not applicable to the Company because, neither the paid-up share capital exceeds ` 10
Crore nor the net-worth exceeds ` 25 Crore as on the last day of previous financial year
i.e., 31 st March 2023. Accordingly, the report pertaining to the Code of
Corporate Governance have not been annexed.
Further, pursuant to the provision of Regulation 34 read with para-B of schedule V, the
Management Discussion Analysis Report is enclosed as Annexure 5.
35. ACKNOWLEDGEMENTS
The Directors wish to place on record their sincere appreciation for the unrelenting
support received during the year from the Shareholders, Tata Projects Limited (Holding
Company), customers - both in India and abroad, suppliers and vendors, Banks, and other
Government and Regulatory authorities, Financing, and lending institutions. The Board
wishes to record its deep appreciation to all the employees and workers of the Company for
their dedication and commitment.
Registered Office |
By Order of the Board |
| 2nd Floor, One Boulevard, Lake Boulevard Road, |
For Artson Engineering Limited |
| Hiranandani Business Park, Powai, Mumbai - 400076, Maharashtra |
|
Phone No: +91 40 6601 8194; Email: investors@artson.net CIN:
L27290MH1978PLC020644; Website: www.artson.net |
|
| Date: 12th July 2023 |
|
| Place: Bengaluru |
Vinayak Pai Chairman |
|
DIN: 03637894 |
