To the Members
The Directors take pleasure in presenting the 56th Annual Report and the Audited
Financial Statements for the year ended 31 March, 2026.
1. FINANCIAL RESULTS
The performance during the period ended 31st March 2025 has been as under:
(Rs. in Lakhs)
Particulars |
Year ended 31.03.2026 |
Year ended 31.03.2025 |
| Revenue from operations and other income (gross) |
43.55 |
36.78 |
| Profit before finance costs and depreciation, amortization expense |
(32.49) |
(32.46) |
| Finance Cost |
9.02 |
6.81 |
| Depreciation and amortization expenses |
1.06 |
1.71 |
| Profit /Loss after tax |
(42.57) |
(40.98) |
| Other Comprehensive income |
0.36 |
0.04 |
| Total comprehensive income |
(42.21) |
(40.94) |
2. PERFORMANCE OPERATIONS
During the year under review, the Company operations have suffered due to a delay in
the finalization of orders by its potential customers. The gestation period for finalizing
of such orders for capital goods manufactured by the Company takes considerable time. The
Company is hopeful that the projects in the pipeline will result in orders during the
current year..
3. PUBLIC DEPOSITS
The Company has not accepted or invited any Deposits and consequently no deposit has
matured / become due for re-payment as on 31st March 2026.
4. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013 read with Rule
8 to the Companies (Accounts) Rules, 2014 are provided in Annexure - I forming part of
this report.
5. DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect
to the Directors Responsibility Statement, the Board of Directors of the company confirms:
-
| (a) That the preparation of the annual accounts for the financial year
ended 31.03.2026, the applicable accounting standards have been followed along with proper
explanations relating to material departures, |
| (b) That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year 31st March, 2026 and the profit and Loss of the company for the period. |
| (c) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding of the company the assets and for preventing and detecting fraud and
other irregularities. |
| (d) That the directors had prepared, the annual accounts for the
financial year ended 31st March,2026 on a going concern basis and |
| (e) That the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively. |
| (f) That Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively. |
6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
7. COURT/TRIBUNAL ORDERS
There were no instances of any significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
8. RELATED PARTY TRANSACTION:
The contracts or arrangements of the Company with related parties during the period
under review referred to in Section 188(1) of the Companies Act, 2013 were in ordinary
course of business and on arm's length basis. During the year, the Company had entered
into the contract/arrangement/transaction with related parties which could be considered
material in accordance with the related party transaction policy of the Company. The said
policy as approved by the Board in terms of provisions of Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The prescribed form AOC-2 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure
II to this report.
9. ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Return of the Company prepared in accordance with Section 92(1) of
the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are
placed on the website of the Company and is accessible at www.incon.in
10. INDEPENDENT DIRECTORS:
In terms of provisions of Section 149(7) of the Companies Act, 2013 all the Independent
Directors of the Company have furnished a declaration to the Compliance Officer of the
Company at the meeting of the Board of Directors held on 28.03.2026 stating that they
fulfill the criteria of Independent Director as prescribed under section 149(6) of the
Companies Act, 2013 and are not being disqualified to act as an Independent Director.
In terms of the Regulation 2(57) of the Regulations, the Company has adopted a
familiarization programme for the Independent Directors to familiarize them with working
of the Company, nature of the industry in which the Company operates, business model of
the Company, their roles, rights, responsibilities and other relevant details.
11. SUBSIDIARIES AND JOINT VENTURES:
The Company does not have any Subsidiaries and Joint Ventures. Hence, a separate
statement containing the salient features of the Financial Statements of the Subsidiary
Companies/Associate Companies/JV in Form AOC-1 as required in terms of the provisions of
Sections 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014 is not enclosed. Also the disclosure under Para A Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
12. INTERNAL AUDITORS
M/s G P Associates., Chartered Accountants, Hyderabad shall be the Internal Auditors of
the Company.
13. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s MNM & Associates Practicing Company Secretaries to conduct Secretarial
audit of the company for the financial year ended March 31, 2026.
The Secretarial Audit Report issued by M/s. MNM & Associates; Practicing Company
Secretaries in Form MR-3 is enclosed as Annexure III to this Annual Report.
Further the report does not contain any qualification, reservation or adverse remark
14. STATUTORY AUDITORS:
In accordance with the provisions of Section 139 of the Companies act 2013
M/s.Brahmayya & Co., Chartered Accountants Reg No. 000513S are proposed to be
appointed as auditors for a period of 5 years commencing from the conclusion of 52nd
Annual General Meeting till the conclusion of 57th Annual General Meeting of the Company
to be held in 2027.
The Report given by the Auditors on the financial statement of the Company is part of
this Report.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility required to be disclosed under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014 is not applicable to the company. Hence, composition of committee is not required.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees, Securities and Investments made during the Financial
year ended 31 March, 2026 are given in the notes to the financial statements in compliance
with the provisions of section 186 of the Companies Act, 2013 read with the companies
(Meeting of the Board and its powers) Rules 2014.
17. SHARE CAPITAL
The Authorised share capital of the Company is Rs 84,000,000/- (Rupees Eight Crores
Forty Lakhs only) divided into 8,400,000 equity shares of Rs 10/- each. The paid-up
capital of the Company is Rs 43,271,000/- (Four Crores Thirty Two Lakhs Seventy One
Thousand only) divided into 4,327,100 equity shares of Rs 10/- each .Forfeited Shares
amount originally paid up Rs. 13,866,500/-.
18. MANAGEMENT DISCUSSION AND ANALYSIS
A detailed analysis of the Company's operations in terms of performance in markets,
manufacturing activities, business outlook, risks and concerns form part of the Management
Discussion and Analysis, a separate section forms part of the Annual Report as Annexure
IV
19. BOARD EVALUATION AND ASSESSMENT
Evaluation of all Board members is done on an annual basis. The evaluation is done by
the Board, Nomination and Remuneration Committee and Independent Directors with specific
focus on the performance and effective functioning of the Board and Individual Directors.
The criteria covered various aspects for evaluation of Independent Directors such as
Participation at the Board / Committee meetings, Commitment (including guidance provided
to senior management outside of Board/ Committee meetings), Effective deployment of
knowledge and expertise, Integrity and maintaining of confidentiality, Independence of
behavior and judgment, exercise of objective independent judgment in the best interest of
the Company, Ability to contribute to and monitor corporate governance practice and
Adherence to the code of conduct for independent directors, for Evaluation of the Board,
Implementation of robust policies for Managing Director and Non-Executive Directors,
Participation at the Board / Committee meetings, Effective deployment of knowledge and
expertise, Discharge of its functions and duties as per its terms of reference, Process
and procedures followed for discharging its functions, Effectiveness of suggestions and
recommendations received were considered, for evaluation of Chairman of the Board aspects
such as Managing relationship with the members of the Board and management, and effective
decision making at the board were considered.
20. DIRECTORS AND KMP:
Sri Sreedhar Chowdhury, Managing Director of the Company, (DIN.00188924) was
reappointed w.e.f.12.08.2024. Sri Vikram Simha Vepa, (DIN 10731644) and Smt.Hima Bindu
Sagala, (DIN 09520601) were appointed on 12.08.2024 as Non- Executive Independent
Directors. Smt B.Neeta Kumari, Non- Executive Women Director (DIN 0313522) appointed on
30.03.2005 and continues as such and her office is liable to retirement by rotation.
There is no change in Board Composition and no Director resigned from Board during the
year.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under
Sub-Section (6) of Section 49 of the Companies Act, 2013, during the year there was no
re-appointment of Independent Directors took place in the Company.
The Company has devised a policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non- executive directors and executive directors. Ms. Manoranjani,
Company Secretary, Compliance Officer & CFO.
21. RE-APPOINTMENT:
As per the provisions of Companies Act, 2013, Dr.B.Neeta Kumari, DIN-00313522, Director
retires by rotation at the ensuing Annual General Meeting and being eligible, seeks
re-appointment. The Board recommends her re-appointment.
22. NUMBER OF MEETINGS OF THE BOARD
4 (Four) meetings of the Board of Directors of the Company were held during the year
under review. Detailed information of the meetings of the Board is included in the Report
on Corporate Governance, which forms part of this Report
23. CORPORATE GOVERNANCE
As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR Regulations”), the compliances with
corporate governance provisions as specified in Regulations 17 to 27 are applicable to the
Company only if it's paid up capital exceed Rs.10 Crores and if Net worth is above Rs.25
Crores.
As on 31st March, 2026, the paid up share capital of the company is Rs. 5.71 Crores
which does not exceed Rs.10 Crores limit and the Net Worth of the Company is Rs. (0.78)
Crores which does not cross Rs.25 Crores.
Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulations
are not applicable to the Company.
In light of the above, Corporate Governance Report is not applicable to the Company
during the period under review.
24. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of employees who avail
of the mechanism and provides direct access to the Chairperson of the Audit Committee in
exceptional cases. It is affirmed that no personnel of the Company have been denied access
to the Audit Committee. The Whistle Blower Policy aims for conducting the affairs in a
fair and transparent manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior.
25. POLICY ON SEXUAL HARRASSEMENT
Company follows the provisions of POSH. There is a committee Company's premises for
compliance of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
There were no incidences of sexual harassment reported during the year under review.
26. ADOPTION OF INDIAN ACCOUNTING STANDARDS (“IND AS”)
The company has adopted Indian Accounting Standards (“IND AS”) and
accordingly these financial statements have been prepared in accordance with the same as
required under section 133 of the Companies Act, 2013 read with rules made thereunder.
27. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
In terms of provisions of Section 178 of the Companies Act. 2013 read with Regulation
19 of the Regulations, a policy relating to remuneration for the Directors, Key Managerial
Personnel and other employees has been adopted by the Board of Directors of the Company in
pursuance of its formulation and recommendation by the Nomination and Remuneration
Committee thereby analyzing the criteria for determining qualifications, positive
attributes and independence of a director.
28. REPORT ON FINANCIAL STATEMENTS
The report of M/s.Brahmayya & Co., Chartered Accountants, Regn. No.003109S the
Statutory Auditors of the Company on the financial statements of the Company for the year
ended 31 March, 2026 is annexed to the financial statements in terms of provisions of
Section 134(2) of the Companies Act, 2013. The observations of the Auditors in their
report are self-explanatory and/or explained suitably in the Notes to the Financial
Statements. The report of the Statutory Auditors does not contain any qualification,
reservation or adverse remark which needs any explanation or comment of the Board.
29. COST AUDIT
During the year under review, the Company had not been mandatorily required to get its
Cost Records audited in terms of provisions of Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the Ministry
of Corporate Affairs (MCA) on 31 December 2014, as the industry under which the Company
falls has been exempted from the Cost Audit under the said rules.
30. RECONCILATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board of India (SEBI), the
Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company
Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held
in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the
Company.
The Reconciliation of Share Capital Audit Reports as submitted by the Auditor on
quarterly basis were filed with the Bombay Stock Exchange of India Limited through BSE
Listing Centre, where the original shares of the Company are listed.
31. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited, Mumbai and Calcutta
Stock Exchange. Company has applied for delisting of shares and the same is pending with
Calcutta Stock Exchange for long time.
32. DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013
Except as disclosed elsewhere in the Annual Report, there is no change in nature of
business of the Company and there have been no material changes and commitments, which can
affect the financial position of the Company between the end of financial year and the
date of this report.
33. INDUSTRIAL RELATIONS
During the year under review, industrial relations in the Company continued to be
cordial and peaceful.
34. CODE OF CONDUCT
This is to confirm that the Board has laid down a code of conduct for all Directors and
Senior Management Personnel of the Company. It is further confirmed that all Directors and
senior management personnel of the Company have affirmed compliance with the code of
conduct of the Company for the financial year 2025-26.
35. COMMITTEES OF THE BOARD
As required under the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and
Disclosure Requirements) Regulations, 2015, as on 31st March, 2026, the Board has the
following committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
Name of Directors |
Ratio to Median remuneration |
| Sri Sreedhar Chowdhury |
NIL |
| Dr.B. Neeta Kumari |
NIL |
| Sri Vikram Simha Vepa |
NIL |
| Smt Hima Bindu Sagala |
NIL |
36. PARTICULARS OF REMUNERATION
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
b. The percentage increase in remuneration of each director, chief executive
officer, chief financial officer, company secretary in the financial year: There is no
increase during the year.
c. There is percentage increase in the median remuneration of employees in the
financial year: NIL
d. The number of permanent employees on the rolls of Company: 3
e. 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: There is no
increase in the remuneration / salaries during the year.
f. Affirmation that the remuneration is as per the remuneration policy of the
Company:
The Company affirms remuneration paid to Key Managerial Personnel is as per the
remuneration policy of the Company.
37. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review, there were no instances of fraud committed against the
Company by its officers or employees as reported by the auditors to the Audit Committee or
the Board under section 143(12) of the Companies Act, 2013.
38. CREDIT RATING
No Credit Rating was obtained during the financial year 2025-26.
39. PARTICULAR OF EMPLOYEES:
The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
40. DIVIDEND:
Your Directors did not recommend dividend for the financial year 2025-26.
41. TRANSFER TO RESERVES
For FY 2025-26, the Company has not transferred any amount to Reserves and Transfer to
Reserves:
42. OTHER DISCLOSURES:
There are no proceedings initiated/ pending against your Company under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or
Financial Institution.
43. RISK MANAGEMENT:
The Board of the Company has framed a policy to implement and monitor the risk
management plan for the Company and ensuring its effectiveness. The Board oversees the
Risk Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. The Audit Committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
44. PARTICULARS RELATING TO MATERNITY BENEFIT ACT, 2017
The Company has in place the provisions relating to Maternity Benefit Act, 2017
andcomplies with the provisions thereof. Below are the details of the No of employees ason
Close of Financial Year.Male 7 Female 2Transgender Nil
45. ACKNOWLEDGEMENT
The Board of Directors would like to thank Business Partners, Bankers, Investors and
Auditors for their continued support and association. Your directors wish to place on
record their appreciation to employees at all levels for their hard work, dedication and
commitment.
|
By order of the Board |
|
For Incon Engineers Limited |
|
Sd/- |
|
Sreedhar Chowdhury |
| Place:Hyderabad |
Managing Director |
| Date: 29.05.2026 |
(DIN:00188924) |
