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Annual Report 2014-2015

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Annual Report 2014-2015 29TH ANNUAL REPORT 2014-2015 If undelivered, please return to : MUKAND ENGINEERS Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, MUKAND Mumbai - 400 021. ENGINEERS 29th Annual Report 2014-2015 BOARD OF DIRECTORS Rajesh V Shah, Chairman ANNUAL GENERAL MEETING (DIN: 00033371) On Wednesday, 12th August, 2015 at 11.30 a.m. Niraj Bajaj – Director at Kamalnayan Bajaj Hall, (DIN: 00028261) Bajaj Bhawan, Jamnalal Bajaj Marg, Prakash V. Mehta – Independent Director 226, Nariman Point, Mumbai- 400021 (DIN: 00001366) N. Ramanathan – Independent Director (DIN: 01566914) R. Sankaran – Independent Director (DIN: 00381139) Anna Usha Abraham – Additional Director (w.e.f. 11.02.2015) (DIN: 07072268) KEY MANAGERIAL PERSONNEL CONTENT K.P. Jotwani - Manager R.G. Golatkar - Chief Financial Officer Notice 1 P.R. Dhruva - Company Secretary Directors’ Report 8 AUDITORS Management Discussion and Analysis 10 M/s. K.K. Mankeshwar & Co, Corporate Governance Report 18 Chartered Accountants, Mumbai Independent Auditors’ Report 29 REGISTERED OFFICE Balance Sheet 32 Bajaj Bhawan, Jamnalal Bajaj Marg 226, Nariman Point Statement of Profit & Loss 33 Mumbai- 400021 Tel: (022) 61216666/6626 Cash Flow Statement 34 Fax: (022) 22886663 E-mail: [email protected] Notes to the Accounts 36 Website: www.mukandengineers.com CIN No: L45200MH1987PLC042378 BANKERS Central Bank of India REGISTRAR AND TRANSFER AGENTS IMPORTANT COMMUNICATION TO MEMBERS Bigshare Services Pvt. Ltd. The Ministry of Corporate Affairs (MCA) has taken a “Green E-2/3, Ansa Industrial Estate, Saki Vihar Road, Initiative in the Corporate Governance” by allowing paperless Sakinaka, Anderi (East), Mumbai- 400072 compliances by the companies and has issued circulars Tel: (022) 28470652 / 0653 / 40430200 stating that service of Notice/ documents including Annual Fax: (022) 28475207 E-mail: [email protected] Report can be made by e-mail to their members. To support Website: www.bigshareonline.com this green initiative of the Government in full measure, members who have not registered their e-mail addresses, in respect of electronic holdings with the Depository can register A Request: through their concerned Depository Participants. Members As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Members are therefore who hold shares in physical form are requested to send the requested to bring their copy of the Report to the meeting. above information i.e. e-mail address to the Company at [email protected] OR to the Registrar and Transfer Cover Picture-Supply and Installation of 300 MT Charging Crane at Agents of the Company at [email protected] for Steel Melting Shop, NMDC Chattisgarh. (Manufactured by Mukand Ltd.) registration of their email address. ( `In Lacs) FINANCIAL HIGHLIGHTS 2014-15 2013-2014 2012-2013 2011-2012 2010-2011 I CAPITAL ACCOUNTS A. Share Capital 1258 1258 1258 1258 1258 B. Reserves 4631 4554 4519 4304 4121 C. Net Worth (A+B) 5889 5812 5777 5562 5379 D. Borrowings 3972 4507 4553 4152 3668 E. Gross Block 2971 3149 3136 2875 2748 F. Net Block 722 993 1065 856 808 G. Debt-Equity Ratio (D/C) 0.67:1 0.78:1 0.79:1 0.75:1 0.69:1 II REVENUE ACCOUNTS A. Gross Revenue 14136 8850 7811 6866 7856 B. Profit before Taxes (PBT) 137 272 532 534 950 C. Profit after Taxes (PAT) 178 182 362 329 652 D. Return on Shareholders’ Fund % 3.02 3.13 6.27 5.91 12.12 III EQUITY SHAREHOLDERS’ EARNINGS A. Equity Dividend - 126 126 126 189 B. Earnings per Equity Share (in `) 1.41 1.44 2.88 2.62 5.19 C. Dividend per Equity Share (in `) - 1.00 1.00 1.00 1.50 D. Net Worth per Equity Share (in `) 46.84 46.23 45.95 44.24 42.78 NOTICE TO THE MEMBERS, with further liberty to the Directors from time to time, to alter NOTICE is hereby given that the 29th ANNUAL GENERAL MEETING and vary the terms and conditions in such manner as may be of the Members of the Company will be held on Wednesday, the agreed upon between the Directors and Shri K.P. Jotwani in 12th day of August, 2015 at 11.30 a.m. at Kamalnayan Bajaj Hall, the best interests of the Company, subject to the provisions Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai contained in Companies Act, 2013 as amended from time to - 400021, to transact the following business:- time. RESOLVED FURTHER THAT Shri K.P Jotwani shall function ORDINARY BUSINESS: as a “Manager” within the meaning of Section 2(53) to the 1. To consider and adopt the Audited Annual Financial Statements Companies Act, 2013 subject to the superintendence, control for the year ended March 31, 2015 and the reports of the Board and direction of the Board of Directors of the Company. of Directors and Auditors’ thereon. RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing Resolution, the Board of Directors of the 2. To appoint a Director in place of Shri Niraj Bajaj (DIN: 00028261) Company and / or any Committee thereof be and is hereby who retires by rotation and being eligible, offers himself for re- authorised to do all such acts, deeds, matters and things as appointment. may be necessary to give effect to this Resolution.” 3. To appoint Auditors and fix their remuneration and in this 6. To consider and, if thought fit, to pass the following Resolution regard to consider and if thought fit, to pass, with or without as a Special Resolution:- modification(s), the following Resolution as an Ordinary RESOLVED THAT pursuant to the provisions of Section 14 and Resolution: other applicable provisions, if any, of the Companies Act, 2013 “RESOLVED THAT M/s. K. K. Mankeshwar & Co., Chartered and rules made thereunder, including any statutory modifications Accountants (Registration No.106009W), retiring Auditors of or re-enactments thereof for the time being in force, and subject the Company who have completed their first term of five (5) to such other approvals, permissions and sanctions from the years and are eligible for re-appointment for their second term appropriate authority, if any, the draft regulations contained in of five (5) years commencing from the conclusion of this Annual the Articles of Association of the Company which is available General Meeting till the conclusion of 34th Annual General for public inspection at the Registered Office of the Company Meeting, subject to ratification by the shareholders of their re- and on the Company’s website, be and are hereby approved appointment at every Annual General Meeting and to authorize and adopted in substitution and to the entire exclusion of the the Board of Directors to fix their remuneration. regulations contained in the existing Articles of Association of the Company. SPECIAL BUSINESS: RESOLVED FURTHER THAT the Board of Directors be 4. To consider and, if thought fit, to pass the following Resolution and is hereby authorised to take all the requisite, incidental, as an Ordinary Resolution:- consequential and necessary steps to implement the foregoing “RESOLVED THAT pursuant to the provisions of Section 161 Resolution and to do and perform all such acts, deeds, matters and other applicable provisions, if any, of the Companies Act, and things as it may, in its absolute discretion, deem necessary, 2013, Ms. Anna Usha Abraham (DIN: 07072268) who was expedient, desirable or appropriate in the best interests of the appointed as an Additional Director by the Board of Directors Company, to settle any question, query, doubt or difficulty under Article 117 of the Articles of Association of the Company that may arise in this regard, and to execute/publish all such and who holds office under the said Article and Section 161 notices, applications, deeds, agreements, documents, papers, of the Companies Act, 2013, upto the date of ensuing Annual undertakings/bonds and writings as may be necessary and General Meeting of the Company and in respect of whom, required for giving effect to the aforesaid Resolution. the Company has received a notice in writing under Section 7. To consider and if thought fit, to pass the following Resolution 160 of the Companies Act, 2013 from a member signifying his as a Special Resolution:- intention to propose her as a candidate for the office of Director, be and is hereby elected and appointed as a Director of the “RESOLVED THAT pursuant to the provisions of the revised Company, liable to retire by rotation.” Clause 49(VII) of the Equity Listing Agreement with the Stock Exchanges and Section 188 of the Companies Act, 2013 read 5. To consider and, if thought fit, to pass the following Resolution with the Companies (Meeting of Board and its Powers) Rules, as a Special Resolution:- 2014 as applicable and any amendments thereto and subject to “RESOLVED THAT pursuant to Sections 196, 197, 203 and such other approvals, consents, permissions and sanctions of other applicable provisions, if any, of the Companies Act, any authorities as may be necessary, consent of the Company 2013, read with Chapter XIII - The Companies (Appointment be and is hereby accorded to the Board of Directors to ratify/ and Remuneration of Managerial Remuneration of Managerial approve all existing contracts / arrangements/ agreements Personnel) Rules, 2014 (including any statutory modification/s, entered / to be entered into contract(s)/transaction(s) with enactment or re-enactment/s thereof for the time being in force) Mukand Limited a group Company and hence a related party and subject to such other approvals as may be necessary, within the meaning of the aforesaid law, the value of which consent of the Members / Company be and is hereby accorded either singly or all taken
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