AND MANAGEMENT DISCUSSION AND ANALYSIS
Your Directors are pleased to present the 34th AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended March 31 2019.
| || ||( र in Lakhs) |
| ||2018-19 ||2017-18 |
|Particulars || || |
|Revenue from Operations ||12014 ||10915 |
|Other income ||595 ||318 |
|Total income ||12609 ||11233 |
|Operating Expenses ||9991 ||8668 |
|Profit before finance cost ||2618 ||2565 |
|depreciation and amortisation || || |
|Depreciation and Amortisation ||431 ||423 |
|Expense || || |
|Profit before tax ||2186 ||2142 |
|Provision for tax ||649 ||754 |
|Profit after tax ||1537 ||1388 |
|Proposed equity dividend ||336 ||448 |
|Corporate dividend tax ||69 ||92 |
|Total Outflow ||405 ||540 |
During the year under review the Company has achieved net turnover ofर 12014 lakhs as compared to र 10915 lakhs in the previous year. The gross profit beforetax and depreciation were र 2618 lakhs as compared to र 2565 lakhs in the previous year.The operating expenses increased to र 9991 lakhs as compared to र 8668 lakhs in theprevious year. Further no material changes or commitments have occurred between the endof the financial year and the date of this Report which affect the financial statements ofthe Company in respect of the reporting year.
The Board of Directors in their meeting held on November 13 2018declared interim dividend of र 4/- per share for the financial year 2018-19 based on halfyearly profit and as per the Dividend Distribution Policy voluntarily adopted by theCompany.
Further on the basis of higher turnover achieved and profitabilityyour Directors are pleased to recommend a final dividend of र 12/- per equity shareamounting to र 405.08 lakhs (including dividend distribution tax) for the financial year2018-19 for approval of the members in the ensuing 34th Annual General Meetingof the Company. In view of need of funds for future expansion your company maintainsdividend payout र 16/- per share (including interim dividend र 4/- per share).
ECONOMIC SCENARIO AND OUTLOOK:
During the fiscal year 2018-19 the Indian economy has delivered steadygrowth between 6 and 7 per cent amid rising global volatility driven by politicaluncertainty around Brexit elections in various countries threats from trade disputesand possible debt bubbles. Crude oil prices rose through the year impacting raw materialsprices and fuel costs.
Globally the outlook was much less encouraging with Europeaneconomies continuing to show little or no growth as well as the increasing possibility ofa trade war between the USA and China depressing industrial and automotive production inChina. The slow-down in Chinese automotive production also impacted the manufacturingeconomies in the South East Asian region.
Looking to 2019-20 the economic uncertainties cloud the outlook. Tradedisputes will continue to introduce volatility in manufacturing output in China. Indianelections have resulted in a stable government for the next term and is expected toimprove industrial output that has flagged over the last two quarters of 2018-19. TheNorth American economies continue to show steady performance currently while Europeaneconomies are not expected to improve in the near term.
Foundry Industry - Outlook and Opportunities
The foundry industry represents the major end user of yourCompany's productions and continues to remain a feeder industry to the majormanufacturing and infrastructure sectors in India and globally. Most of the developed andemerging world economies depend on stability of the foundry sector to further growth.India's foundry industry now ranks second in the world behind China in the productionof ferrous and non-ferrous castings producing just over 10% of the world's castingtonnage.
Further India's automobile industry a major user of non-ferrouscastings is set to change significantly with the implementation of BS VI emission normsand proliferation of electric vehicles (EVs). On April 1 2020 India has planned totransition from the BS IV emission standard straight to BS VI emission norms skipping theBS V stage. These norms are expected to impact the entire automobile industry barring thetractor segment. The changes in powertrain designs to match the BS VI standard shouldincrease the consumption of non-ferrous castings.
Aluminium is gradually finding greater usage in the automobile industryfuelled by demand growth the share of the automobile industry in domestic aluminiumconsumption has steadily grown. Vehicular weight reduction is a focus of the Indianautomobile manufacturers to improve fuel efficiency and will result in a higher per unitusage of aluminium going forward. Consequently aluminium demand growth from theautomobile industry is likely to outpace the overall volume growth in the country drivenby an increase in per unit aluminium consumption.
In view of above developments your Company expects to leveragesuccessfully implementing new solutions optimizing processes improving efficiencyenvironmental compatibility and Time to Market' to continue its growth in thecoming years.
Expansion Projects Project Avatar Phase II
During the year the Board of Directors of your Company has approvedexpansion of clay graphite products at Aurangabad site considering market demand forbigger size ISO pressed crucibles and accessories and strategic focus on non-core businessin foundry products the existing cold isostatic press (CIP) machine at Mehsana site maynot be able to meet the increased volume and size. Therefore your Company look forward toestablish Isostatic press line at Aurangabad site which will enable us to offer biggersize ISO pressed crucibles alongwith increasing the overall capacity of ISO pressedmachine products and other foundry products diversification.
CHANGES IN SHARE CAPITAL
The paid-up equity share capital of the Company stood at र 280 lakhs ason March 31 2019. During the year the Company has not issued any shares or convertiblesecurities and does not have any Scheme for issue of shares including sweat equity to theemployees or Directors of the Company.
The Company has not accepted any deposits from the public/ membersunder Section 73 of the Act read with Companies (Acceptance of Deposits) Rules 2014during the financial year under review.
RELATED PARTY TRANSACTIONS:
During the year under review all related party transactions enteredduring the year were in the ordinary course of business and on arms-length basis. Nomaterial related party transactions i.e. transactions exceeding ten percent of the annualconsolidated turnover as per the last audited financial statements were into enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable. Further the Company has not given any loans and advances in the nature ofloans to subsidiary company or to associate company or to firms/companies in whichdirectors are interested hence disclosure as per Regulation 34(3) of SEBI LODRRegulations 2015 is not applicable.
In compliance with the provisions of Section 188 of Companies Act 2013and Regulation 23 of Securities Exchange Board of India (SEBI') (ListingObligations and Disclosure Requirements) (LODR') Regulations 2015 the AuditCommittee had given omnibus approval for related party transactions which were ofrepetitive in nature and entered with associates companies for sale purchase of goods andservices for a period of one year. In every Audit Committee meeting during the year theschedule of related party transactions for each quarter end were placed before theCommittee to ensure transactions were within limit of the approval.
As per Regulation 46 of SEBI LODR Regulations 2015 the Policy onMateriality of Related Party Transactions and dealing with Related Party Transactions isavailable on Company's website athttp://www.morganmms.com/en-gb/investors/
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
During the year under review there have been no other material changesor commitments given which affects the financial position of the Company between the endof the financial year and the date of the report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has not provided any loansgiven guarantees and made investments covered under Section 186 of the Companies Act2013.
BOARD OF DIRECTORS:
During the year Mr Mirco Pavoni Non-Executive Director and Mr DavidKowal Non-Executive Director resigned from the Board effective from February 12 2019. TheBoard placed on record its appreciation for the services rendered by them during theirtenure with the Company.
In accordance with provisions of Companies Act 2013 and the Article ofAssociations of the Company Mr. Aniruddha Karve Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
Further pursuant to the provisions of Sections 149 152 and otherapplicable provisions if any of the Companies Act 2013 ("Act") and the Rulesframed thereunder as read with Schedule IV to the Act as amended from time to time MrSubhash Kolapkar was appointed as Independent Director of the Company in the 29thAnnual General Meeting for a period of 5 years until September 24 2019. Mr SubhashKolapkar has submitted declaration confirming that he continues to meet the criteria ofindependence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013and offered himself for re-appointment for further period of 5 years. Accordingly theBoard of Directors in its meeting held on May 21 2019 recommended for appointment of MrSubhash Kolapkar as an Independent Director for a period of five years from the date of 34thAnnual General Meeting subject to approval of Members.
The evaluation of Board including independent directors was carried outbased on parameters of attendance in every Board and Committee meeting participation indiscussions and independent judgement. The Board carried out annual performance evaluationof the Board Committees and Individual Directors internally. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
During the year under review the independent directors has submittedcertificate of independence under Section 149 (6) (d) of the Companies Act 2013. Thepolicy on the familiarisation program for Independent Directors including details ofNomination Remuneration Committee and their roles and responsibility are provided in theCorporate Governance Report. The evaluation of Board including independent directors wascarried out based on parameters of attendance in every Board and Committee meetingparticipation in discussions and independent judgement.
The Board of Directors and Senior Management Personnel has confirmedcompliance to the Code of Conduct of the Company and submitted the required annualcompliance declaration to the Company Secretary. The Managing Director
Certificate on affirmation to the Code of Conduct is attached as Annexure- 4.
The details of the familiarization program for Independent Directorsare posted on the website of the Company and can be accessed at-http://www.morganmms.com/en-gb/investors/
BOARD MEETINGS AND ANNUAL GENERAL MEETING:
During the year the Board met four times on May 24 2018 August 92018 November 11 2018 and February 12 2019. The 33rd Annual General Meeting was held onAugust 8 2018. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Section 178 (3) and Section197 (12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment AndRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - 1 to theBoard's report.
PARTICULARS OF EMPLOYEES:
During the year under review no employee was in receipt ofremuneration of र 102 lakhs or more or employed for part of the year and in receipt of र8.50 lakhs or more a month under Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (Act') and Rules madethereunder your Company has adopted a policy on Prevention of Sexual Harassment atWorkplace. During the year the Company has not received any complaint with allegations ofsexual harassment.
RISK MANAGEMENT POLICY:
Morgan Group has established a risk management methodology which seeksto identify prioritise and mitigate risks underpinned by a three lines ofdefence' model comprising an internal control framework internal monitoring andindependent assurance processes. The Morgan Group considers risk management and internalcontrol are fundamental to achieving and delivering long-term sustainable growth inshareholder value. The Risk Framework covers business operational and financial risksreviewed by the Committee on a periodic basis.
During the year the Committee in its meeting held on February 12 2019has reviewed risk relating to competition operations people management and developmentproduct quality technological obsolescence quality of contract external risks ofprevious year and development of action plan as prepared by the management for mitigatingsuch risks relating to above risks in the future.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company's CSR efforts are focused on supporting physicallychallenged students youth and girls by through various assistance programs in the domainsof education health and environment. Your Company has spent less CSR fund as compared toapplicable CSR funds for the financial year 2018-19 on improvement in health and safety ofstudents at nearby village school and orphanage however as a commitment towards building abetter society the Company is identifying more CSR spend in improving quality ofeducation and to undertake such other selected projects as mentioned in the CSR policy.
The Company has formulated a Corporate Social Responsibility Policyindicating the activities to be undertaken by the Company as recommended by the CorporateSocial Responsibility Committee and approved by the Board of Directors.
The Corporate Social Responsibility policy formulated by the Company isavailable on the website of the Company at -http://www.morganmms.com/en-gb/investors/
The CSR activities as undertaken by the Company are attached as Annexure- 2 and form part of this annual report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee has been vested with theauthority to inter alia recommend nominations for Board Membership and senior managementposition of the Company and establishing criteria for selection to the Board with respectto the competencies qualifications experience integrity and succession plans. Thecommittee comprises of independent and non-executive directors of Board which details aregiven in Corporate Governance Report.
During the year the Nomination and Remuneration Committee has reviewedappointment of Mr Vikas Kadlag as Managing Director of the Company effective from January1 2019. The Committee met three times on August 9 2018 November 13 2018 and February12 2019 during the financial year 2018-19.
PRODUCT QUALITY AND CERTIFICATIONS:
The Technical Services and Product Development (TSPD) team continues tostrive to achieve Morgan's vision of becoming a world class material science companywith required application engineering and reliable problem solving capabilities deliveredethically and safely to the customers we serve. The TSPD team have continuous focus on newproduct development and product enhancement by introducing process changes re-engineeringand re-designing projects. Your Company is also focusing on product applications foraluminium degassing hopper linings anti-vortex plates aluminium scrap melting ductileiron flow control and induction furnace crucibles.
Your Company continues to remain ISO 9001:2015 certified for QualityManagement System Standards certified by LUCIDEON Management Systems for continuouslydemonstrating focus on customer satisfaction through product quality and servicesdelivery and on meeting statutory and regulatory norms.
ENVIRONMENT HEALTH AND SAFETY (EHS):
The Morgan Group's EHS Policy sets out the Group's commitmentto protect and enhance the environment and to the health and safety of all those affectedby our operations. The governance of Morgan's EHS Policy is achieved throughperformance monitoring risk assessment and the management and mitigation of identifiedrisks to help provide continuous improvement in EHS performance in support of theCompany's and Group's strategic priorities. With the long-term aim of azero harm' workplace Morgan is committed to its health and safety core valuesand to conducting all its activities in a manner that achieves high standards of healthand safety for all employees and stakeholders. The Morgan Group's long-term objectiveis zero harm'. We aim to deliver year-on-year improvements in performance as weprogress towards this objective. Your Company is committed to providing an injury-free andenvironment-friendly workplace and improved wellbeing of employees and contract workforceby regularly organising occupational health examinations consultation and counselling.
There were no lost time accidents in your Company's sites sinceAugust 2014 however during the year there were 12 first aid injuries reported andimmediate action has been taken on the observations of unsafe actions and unsafeconditions. Further regular monitoring of air water and soil pollution was being carriedout throughout the year through external agencies.
Operational Health and Safety Improvements:
Replacement of Rotary Dryer
Secondary mixer installed to reduce handling of Sigma Granules
Replacement of CIP roller machines
Initiated Project Avatar Phase II activities at Aurangabad
Procured new fork lift with pull & push type arrangement toeliminate the risk associated with container loading activity.
Procured and commissioned auto strapping machine at CG packingsection.
Procured Planetary mixture to eliminate the manual putty mixturepreparation which also improves the related quality issues.
Installation of Biometric access control system and otheradverse features to existing fork lifts.
Statutory Safety Audit as per IS 14489 conducted by DISHapproved Auditors.
Regular internal training/programs for developing awareness onhealth safety and environment of employees and contractual labour
Annual medical check-ups was completed and suggestions has beengiven for monitoring health of employees and contractual labour
Behavioural Based Safety audits
Your Company continue to develop and track environmental improvementprogrammes develop benchmarking with similar production technologies and focus on robustmonitoring and validation of reported metrics to drive ownership.
FINANCE AND TAXATION:
During the Financial year 2018-19 your Company has made all statutorycompliances like Goods and Service Tax Income Tax Foreign Trade Policy Customs etc.with respect to both the units at Aurangabad & Mehsana. There were no non-compliancesand your company has not received any new show cause notices (SCN) or demand note fornon-compliances. During the financial year 2018-19 your Company has made significantimprovement in liquidating accumulated IGST input credit balances as per provision of GSTlaw. During the financial year we have liquidated र 585 lakh amount of Integrated Goodsand Service Tax credit (IGST). Our VAT assessment for the FY 2014-15 has been completedand received refund order from Department.
Your Company has continued to apply for Export Incentives underMerchandise Exports from India Scheme (MEIS) as part of the Foreign Trade Policy 2015-20.During the year 2018-19 we have actually received Duty Benefit Scripts amounted to र 252Lakh. The process of applying and claiming MEIS benefit on our export sales has beenstabilised during the last year and throughout the year we have been receiving MEIS dutybenefit scripts on regular basis.
Regarding our application for Advance Pricing Agreement (APA) with theCentral Board of Direct Tax & Govt. of India for international intercompany relatedparty transactions with Associated Enterprises (AE) the APA Commissioner Mumbai hascompleted Factory visit during February 2019. This was an important milestone in oureffort of successful execution of the APA. We are now in the final stage and currentlypreparing for final negotiation with the APA authority. Once APA is signed with CBDT itwill give certainty in tax treatment on transactions with our parent company as well asother Morgan group companies.
RESPONSIBILITY BUSINESS PROGRAMME (RBP) AND LEGAL GOVERNANCE:
The Morgan Group's Ethics and Compliance Programme is in place forproviding a framework underpinning the Group's Commitment to doing business in theright way. The core elements of the programme are ton-from-the-top' policiestraining control process monitoring and assurance.
Morgan Code Launch
During 2018 the emphasis on ethical behaviour was enhanced by thelaunch of the Morgan Code a set of principles supported by policies and guidelines thatlay out how we should conduct ourselves. The Morgan Code applies to all employees and tothe extent appropriate to Morgan's business partners including agents joint venturepartners and third-party representatives.
The principles of the Morgan Code fall under four areas:
Treating our people fairly.
Protecting our business.
Ethics and Compliance Training Programme
Your Company has given e-learning training programme to all employeeson various topic of anti-bribery and corruption conflict of interest and anti-competitivepractice. Going forward your Company is committed to provide the required training asdirected by the Group from time to time.
Ethics speak-up' hotline
The ethics hotline operated by the independent third-party companyExpolink enables employees and others who are aware of or suspect misconduct illegalactivities fraud abuse of Company's assets or violations of any Group policy toreport these confidentially without fear of retribution should they feel they cannot use alocal channel. The hotline includes local free-phone numbers in each of the countries inwhich the Group operates with real-time translators available as necessary.
Issues raised through the hotline or via other channels and which maybe anonymous are followed up by the internal audit Group compliance and human resourcesfunctions or members of senior management teams as appropriate. Further investigation maybe conducted through internal audit.
Your Company is committed to conduct its business in compliance with arange of national and international laws and regulations relating with bribery andcorruption human rights trade/export compliance and competition/anti-trust activities.The Export Compliance Policy and dedicated in-house review mechanism helps the Company toscreen and identify the restricted parties in regulated countries where your Companyoperates.
Morgan Group appreciates and value of our employees and thecontribution they make. We are committed to creating an inclusive culture where everyonecan fulfil their potential. This is essential if we are to attract and retain talentedpeople and drive creativity and innovation to solve our customers' demandingmaterials challenges.
Our Company strategy and execution priorities put people at the centreof what we do. We do not unfairly discriminate and we respect human rights. Our EmployeePolicies are set to comply with local law. The ethics hotline enables employees who areaware of or suspect issues under our Human Rights Policy to report these confidentially.
Further in order to motivate the employees the Group launched variousreward schemes to recognise the accomplishments of our people individually and as teamsand make awards to acknowledge achievement loyalty and innovation. For senior managementawards are also linked to business performance.
Effective engagement enables our employees to contribute to improvingMorgan's business performance. The Morgan group introduced a new global employeeengagement survey to help us gauge our success in creating an environment in whicheveryone can fulfil their potential.
We keep employees informed about what is happening across the businessincluding Company results major business decisions and other matters which affect them.We are using a variety of media for this purpose including our intranet emailnewsletters peer-to-peer social media and also local team briefings where we alsoseek to listen to employees' views and opinions. We seek to maintain constructiverelationships with all trade unions and labour unions across the geographies in which wework.
During the year your company has organised nearly 654 mandays trainingon 111 of various topics against 548 mandays on 83 topics as compared to previous year fornurturing existing people's talent and motivating them to attain organisation goals.The employee turnover ratio was down to 15.52% as compared to 17.65% as compared toprevious year.
During the year your Company has signed an updated Memorandum ofSettlement with the MCIL Works Committee at Mehsana site for a period of 3 years withmoderate increase in 26 permanent workers wages every year without affecting itscontinuous business operation.
TheMorganGrouprecognisestheaccomplishmentsofitspeople individually andas teams and makes awards to acknowledge achievement loyalty and innovation.Recognition awards continue to be made across local businesses as well as to seniormanagement with awards linked to business performance.
Your Company has conducted various training programme such asManagement Development The Fundamentals of Foundry Crucibles & Foundry ProductsTechnology Impact of Customer Complaints on the Business Physico Chemical Analysis ofCeramic Raw Material The Emergency Preparedness and Response Plan Communication &Presentation Skills Principles and best practices of Lean Rapid & Profitable NPDBetter You Better Life and other technical and functional trainings to the employee andworkmen of the Company.
AUDITORS: Statutory Auditors
M/s B S R & Associates LLP Chartered Accountants Pune(Registration No. 116231W/W-100024) were appointed as Statutory Auditors of the Companyfrom conclusion of 32nd Annual General Meeting until conclusion of 35th Annual GeneralMeeting subject to ratification by members in every annual general meeting.
Further Section 40 of the Companies (Amendment) Act 2017 and Section139 of the Companies Act 2013 as notified by the Central Government on May 7 2018 theratification of statutory auditor at every general meeting is no longer required howeverM/s B S R & Associates LLP Chartered Accountants has submitted their eligibility tocontinue as Statutory Auditor of the Company for the financial year 2018-19 on suchremuneration and out-of-pocket expenses as agreed between the Board or Committee and theStatutory Auditors in the Board of Directors meeting held on May 24 2018.
The report is given by the Auditors on the financial statements of theCompany forms part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their report.
M/s KMP & Associates (ACS 32369 / COP 11947) Practicing CompanySecretaries were appointed to conduct the Secretarial Audit of the Company for thefinancial year 2018-19 as required under Section 204 of the Companies Act 2013 and rulesthereunder. The Secretarial Audit Report for financial year 2018-19 forms part of theBoard's Report as Annexure
3. The Board has continued appointment of M/s KMP & AssociatesPracticing Company Secretaries as Secretarial Auditor of the Company for the financialyear 2019-20.
There has been no qualification reservation adverse remark ordisclaimer given by Secretarial Auditor in their report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company conducts its business operations with integrity and highstandards of ethical behaviour and in compliance with the laws and regulations that governits business. Your Company has a well-established framework of internal controls inoperation supported by Morgan Group's policies and guidelines including periodicmonitoring assessment and internal audit. M/s R D Jaiswal & Co. CharteredAccountant was appointed as internal auditors of the company to conduct internal auditsfor the financial year 2018-19. M/s R D Jaiswal
& Co. has conducted internal audit on half yearly basis anddetailed report was submitted to Audit Committee. Further the Audit Committee reviews theadequacy and effectiveness of the implementation of audit recommendations including thoserelating to strengthening your company's risk management policies and systems.
Your Company has implemented Internal Financial Controls (IFC) withrequired policies and procedures in its business operation. Further as required underSection 177(4)(vii) of the Companies Act 2013 ("Act") the Audit Committeeneeds to evaluate internal financial control system of the Company and make furtherreporting to the Board and as per Section 143(3) (i) of the Companies Act 2013 theStatutory Auditor of the Company is required to make representation in their AuditorReport that the Company has adequate internal financial control system in place andoperating effectively.
During the year your Company as well as internal auditor has madeperiodic checks relating to prevention and detection of frauds and errors accuracy andcompleteness of accounting records timely preparation of financial statements andapplicable statutory compliances to the Company's business. The internal auditor andstatutory auditor during their audit have not found any significant gaps for the financialyear 2018-19 however have made certain recommendation for continuous improvement of theprocess.
In accordance with Section 134(3)(a) of the Companies Act 2013 anextract of Annual Return in the prescribed format is appended as Annexure 5.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that:
(i) In the preparation of the annual accounts for the _nancials yearended March 31 2019 the applicable accounting standards have been followed along withproper explanation relating to material departures;
(ii) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and profit of the Company for the year;
(iii) The Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a goingconcern' basis;
(v) The directors have laid down internal financial controls which areadequate and are operating effectively;
(vi) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems are adequate and operatingeffectively.
As required under Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the auditors'certificate regarding compliance of conditions of Corporate Governance is appended as Annexure6 to the Board's Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are enclosedas Annexure 7 to the Board's report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has set up a Whistle Blower Policy with a view to provide amechanism for directors and employees of the Company to raise concerns of any violationsof legal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc. The policy is also available on the websitehttp://www.morganmms.com/en-gb/investors/
As per Section 148 of the Companies Act 2013 the maintenance of CostRecords for the Financial Year ending March 31 2019 is not applicable to the Company.
Your Directors take this opportunity to offer their sincere thanks tovarious Departments of the Central and State Governments our Bankers ShareholdersCustomers & Consultants for their unstinted support and assistance. Your Directorsalso place their deep appreciation to employees at all levels for their hard worksolidarity dedication and commitment and look forward to their continued support in thefuture.
For and on behalf of the Board
| ||Vikas Kadlag ||Aniruddha Karve |
| ||(Managing Director) ||(Director) |
| ||DIN: 05122774 ||DIN: 07180005 |
|Place: Aurangabad || || |
|Date: May 21 2019 || || |