Mukand Annual Report FY 2019-20
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BOARD OF DIRECTORS AND THE MANAGEMENT TEAM BOARD OF DIRECTORS THE MANAGEMENT TEAM Niraj Bajaj Chairman & Managing Director Niraj Bajaj Chairman & Managing Director Rajesh V Shah Co-Chairman & Managing Director Rajesh V Shah Co-Chairman & Managing Director Suketu V Shah Joint Managing Director Suketu V Shah Joint Managing Director Prakash V Mehta Pratap V Ashar Director & Advisor - Administration Amit Yadav A M Kulkarni Chief Executive Officer Bharti R Gandhi Umesh V Joshi Chief Financial Officer Pratap V Ashar Director & Advisor - Administration K J Mallya Company Secretary Sankaran Radhakrishnan R. Jagannathan Chief Executive (Industrial Machinery Division) (w.e.f. 20th May, 2019) Auditors Haribhakti & Co. LLP, Chartered Accountants ANNUAL GENERAL MEETING CONTENTS Tuesday, September 29, 2020 at 2:00 p.m. PAGE NO. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) Board of Directors and the Management Team 1 Registered Office Notice 2 Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai 400 021 Directors’ Report and its annexures 16 Auditors’ Report on Standalone 57 Financial Statements Works Standalone Financial Statements 64 Dighe, Thane, Maharashtra 400 605 Auditors’ Report on Consolidated Ginigera, Karnataka 583 228 108 Financial Statements Consolidated Financial Statements 114 Branch Offices Bengaluru, Chennai, Delhi, Kolkata, Visakhapatnam CIN: L99999MH1937PLC002726 E-mail: [email protected] Website: www.mukand.com 1 Notice MUKAND LIMITED (CIN: L99999MH1937PLC002726) Registered Office: Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai – 400021, Tel: 022–61216666, Fax: 022-22021174, E-mail: [email protected], Website: www.mukand.com To The Members, NOTICE is hereby given that the 82nd ANNUAL GENERAL MEETING of the RESOLVED FURTHER THAT the Board of Directors of the Company Members of MUKAND LIMITED will be held on Tuesday, 29th September, (which includes any Committee of the Board), be and is hereby 2020 at 2.00 p.m. through Video Conferencing (“VC”)/ Other Audio Visual authorised to do all such acts, deeds, matters and things as may be Means (“OAVM”), to transact the following business: considered necessary to give effect to this resolution.” ORDINARY BUSINESS: 5. Increase in Borrowing Powers of the Board 1. To consider and adopt the audited standalone financial statements To consider and, if thought fit, to pass, the following Resolution as a and audited consolidated financial statements of the Company for the Special Resolution: year ended 31st March, 2020, together with the Report/s of the Board of Directors and the Auditors thereon. “RESOLVED THAT pursuant to the provisions of Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013, 2. To appoint a Director in the place of Shri Niraj Bajaj (DIN: 00028261), as amended from time to time, and the Articles of Association of the who retires by rotation in terms of Section 152(6) of the Companies Company, and in supersession of the earlier resolution passed by the Act, 2013 and being eligible, offers himself for re-appointment. members of the Company in this regard at their 79th AGM held on 24th July, 2017, the consent of the Company be and is hereby accorded to 3. To appoint and fix the remuneration of Statutory Auditors. the Board of Directors of the Company (hereinafter referred to as the To consider and, if thought fit, to pass, the following Resolution, as an “Board” which term shall be deemed to include any Committee thereof) Ordinary Resolution: for borrowing from time to time, at its discretion, on such terms and conditions as to repayment, interest or otherwise, any sum or sums “RESOLVED THAT pursuant to the provisions of Sections 139 and of monies which, together with the money already borrowed by the 142 and other applicable provisions, if any, of the Companies Act, Company, apart from temporary loans obtained / to be obtained from 2013, read with the Companies (Audit and Auditors) Rules, 2014, as the Company’s bankers in the ordinary course of business exceeding may be applicable and pursuant to the recommendations of the Audit the aggregate of the paid-up share capital and free reserves, provided Committee and the Board of Directors, M/s. DHC & Co., Chartered that the total amount upto which monies may be borrowed by the Accountants (ICAI Firm Registration No. 103525W), be and are Board of Directors shall not exceed the limit of Rs. 3,750 crore (Rs. hereby appointed as the Statutory Auditors of the Company, in place Three Thousand Seven Hundred and Fifty Crore only) at any one time. of retiring auditors, M/s. Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 103523W/W100048), to hold office RESOLVED FURTHER THAT the Board be and is hereby authorised from the conclusion of the 82nd Annual General Meeting until the on behalf of the Company to do all such acts, deeds and things, to conclusion of the 87th Annual General Meeting of the Company, on execute all such documents, instruments in writing as may be required such remuneration and out of pocket expenses, as may be decided by in its absolute discretion pursuant to the above Resolution and the Board of Directors of the Company. delegate all or any of its powers herein conferred to any Committee of director(s) to give effect to the above resolution.” RESOLVED FURTHER THAT the Board of Directors of the Company (which includes any Committee of the Board) be and is hereby 6. Re-appointment and approval of remuneration of Shri Niraj Bajaj authorized to do all necessary acts, deeds, things and matters, and (DIN:00028261) as Chairman & Managing Director execute all such documents, as may be necessary in this regard from To consider and, if thought fit, to pass, the following Resolution as a time to time to give effect to this resolution.” Special Resolution: SPECIAL BUSINESS: “RESOLVED THAT pursuant to the provisions of sections 196, 197, 4. Ratification of Cost Auditor’s Remuneration 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V thereto and Companies (Appointment To consider and, if thought fit, to pass, the following Resolution as an and Remuneration of Managerial Personnel) Rules, 2014 (including Ordinary Resolution: any amendment, statutory modification or re-enactment thereof for the time being in force) and Regulation 17(6) {e} of the SEBI (Listing “RESOLVED THAT pursuant to the provisions of Section 148 and Obligations and Disclosure Requirements) (Amendment) Regulations, all other applicable provisions, if any, of the Companies Act, 2013 as 2018, and based on recommendation of Nomination & Remuneration amended (“the Act”) and the Companies (Audit and Auditors) Rules, Committee and subject to such sanctions as may be necessary, 2014 and other applicable Rules and provisions if any, of the Act, and approval of the members of the Company be and is accorded to the as per the recommendation of the Audit Committee, remuneration of re-appointment of Shri Niraj Bajaj (DIN: 00028261) as Chairman & Rs.90,000/- (Rs. Ninety Thousand Only) plus reimbursement of actual Managing Director (‘CMD’) of the Company for a further period of 3 travelling and other out of pocket expenses and applicable taxes to be (three) years with effect from 5th July, 2020, liable to retire by rotation, paid to M/s. Y. R. Doshi & Co., Cost Accountants (Firm Registration upon the terms and conditions including remuneration as set out in No. 000003) as Cost Auditors, for conducting the audit of cost records the explanatory statement relating to this resolution annexed to the of the Company for the financial year 2020-21, as approved by the Notice convening this meeting, with liberty and powers to the Board Board of Directors of the Company, be and is hereby ratified. of Directors (which term shall be deemed to include any Committee 2 thereof) to alter and vary the terms and conditions and remuneration in 8. Re-appointment and approval of remuneration of Shri Suketu V. such manner as the Board of Directors may deem fit and as is acceptable Shah (DIN: 00033407) as Joint Managing Director to Shri Niraj Bajaj, within the limits specified in the Act, including any statutory amendment, modifications or re-enactment thereof. To consider and, if thought fit, to pass, the following Resolution as a Special Resolution: RESOLVED FURTHER THAT in the event of any statutory amendment or modification or relaxation by the Central Government to Schedule V “RESOLVED THAT pursuant to the provisions of sections 196, 197, to the Companies Act, 2013 or otherwise, the Board of Directors be and 203 and other applicable provisions, if any, of the Companies Act, 2013 is hereby authorised to vary or increase or revise the remuneration of (“the Act”), read with Schedule V thereto and Companies (Appointment CMD from time to time to the extent the Board of Directors may deem and Remuneration of Managerial Personnel) Rules, 2014 (including any appropriate, provided that such revision is within the overall limits of amendment, statutory modification or re-enactment thereof for the time the managerial remuneration as prescribed under the Act read with being in force) and Regulation 17(6) {e} of the SEBI (Listing Obligations Schedule V thereto, and/or any guidelines prescribed by the Government and Disclosure Requirements) (Amendment) Regulations, 2018, and from time to time, and the agreement between the Company and CMD based on recommendation of Nomination & Remuneration Committee be suitably amended to give effect to