Dear Members
Your Board of Directors ("Board") has immense pleasure in
presenting its 41st (FortyFirst) Annual Report on business and operations of Umiya
Buildcon Limited (Formerly MRO-TEK Realty Limited) (the Company' or
Umiya'), along with Audited Financial Statements and the Auditors' Report
thereon for the financial year (FY) ended March 31, 2025.
The Shareholders may recall the approval granted by them consequent
upon which the name of the Company was changed from MRO-TEK REALTY LIMITED to UMIYA
BUILDCON LIMITED on February 18, 2025, pursuant to the approval obtained from the
Registrar of Companies, the Ministry of Corporate Affairs.
1. FINANCIAL REVIEW:
In compliance with the provisions of the Companies Act, 2013
("Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time ("Listing Regulations"), the Company has
prepared its Standalone Financial Statements and Consolidated Financial Statements as per
Indian Accounting Standards (Ind AS) for the FY 2024-25.
The financial highlights of the Company's operations are as
follows: (Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operations |
4857.72 |
3,503.16 |
4,860.78 |
3,503.04 |
(-) Cost of goods/services sold |
1663.45 |
1272.81 |
1544.62 |
1276.92 |
Net Revenue from Operations |
3194.27 |
2230.35 |
3,316.16 |
2,226.12 |
(-) Employee benefits, Administration and Selling Expenses |
1393.12 |
1480.65 |
1422.02 |
1503.55 |
Other Income |
376.64 |
762.80 |
276.43 |
762.80 |
EBITDA |
2177.79 |
1512.5 |
2,170.57 |
1,485.37 |
(-) Depreciation and Amortization |
307.91 |
243.48 |
310.40 |
244.66 |
EBIT |
1869.88 |
1269.02 |
1,860.17 |
1,240.71 |
(-) Interest and other Finance Costs |
1,110.29 |
891.16 |
1,110.31 |
891.18 |
Profit /(Loss) before Tax from |
759.59 |
377.86 |
749.86 |
349.53 |
Continuing Operations |
|
|
|
|
Profit /(Loss) from Discontinued operations |
(7.92) |
(22.16) |
(7.92) |
(22.16) |
Profit /(Loss) before Tax |
751.67 |
355.70 |
741.94 |
327.37 |
(-) Total Tax Expenses |
153.96 |
(4.42) |
158.00 |
(4.42) |
Profit / (Loss) after Taxation (PAT) |
597.71 |
360.12 |
583.94 |
331.79 |
Other Comprehensive Income |
(6.62) |
(1.78) |
(6.62) |
(1.78) |
Net Income |
591.09 |
358.34 |
577.32 |
330.01 |
A detailed performance analysis on various segments, business and
operations is provided in the Management Discussion and Analysis segment which is annexed
to this report.
Your Company's financial statements for the financial year ended
March 31, 2025 are prepared in accordance with Ind AS notified under the Companies (Indian
Accounting Standards) Rules, 2015 including amendments Rules, 2018. Accordingly, numbers
for all the comparative periods have been restated.
A. PERFORMANCE OVERVIEW:
PERFORMANCE: (Consolidated)
The Company's Consolidated Financial Statements depicts profit of
Rs. 577.32 Lakhs during the financial year as compared against profit of Rs. 330.01 Lakhs
for the corresponding previous financial year.
The brief review of the financials is as follows:
The revenue from operations from each Business unit wise has been
tabulated below:
Business unit wise |
2024-25 |
2023-24 |
Increase/ (Decrease) |
Product |
1,820.04 |
1,429.98 |
390.06 |
Solutions |
1,441.11 |
927.02 |
514.09 |
Real Estate |
1,599.63 |
1,146.04 |
453.59 |
Revenue from Continuing Operations |
4,860.78 |
3,503.04 |
1,357.74 |
Revenue from Discontinued Operation (EMS) |
16.06 |
10.27 |
5.79 |
Total Revenue from Continuing and Discontinued Operations |
4,876.84 |
3,513.31 |
1,363.53 |
The Company's consolidated revenue from Product segment increased
from Rs. 1,429.98 Lakhs (Previous year 2023-24) to Rs.1,820.04 Lakhs during the financial
year 2024-25. The significant increase of Rs. 390.06 Lakhs was achieved by enhancing the
product portfolio by way of introduction of new model Switches / routers, Innovation and
R&D efforts, by incorporating higher local Content and ensuring Govt
Compliance/certifications in the products thereby leveraging Make in India policy of the
Government and regulation on National Security Directive on the Telecommunication Sector
(NSDTS)
The total revenue generated from the Solutions Business Segment
increased from Rs. 927.02 lakhs to Rs. 1,441.11 lakhs during the year under review. The
increase in Solution business segment revenue by Rs. 514.09 Lakhs is attributed to managed
network service project of Pondichery Government (PSWAN) implemented during the financial
year 2024-25 and supply of Products to RailTel for IPMPLS
Project in of South Central Railways.
The Company managed to increase revenue from Real Estate Segment from
Rs. 1,146.04 Lakhs (Previous year 2023-24) to Rs. 1,599.63 Lakhs during the financial year
2024-25.The revenue from Real estate segment during the year 2023-24 includes one time
receipt of compensation from NHAI to an extent of Rs 475.16 Lakhs against compulsory
acquisition of land in the year 2010-11. The increase in the real estate revenue during
the year 2024-25 is due to leasing out of additional space to HDFC
Bank.
EMS business has been discontinued during the year due to operational
challenges. This decision was taken in the light of Company's overall operational
strategy and marketing conditions.The revenue from discontinued operations from EMS
business is Rs. 16.06 Lakhs during the financial year 2024-25 as against Rs. 10.27 Lakhs
for the previous financial year 2023-24.
The consolidated turnover stood at Rs. 4860.78 Lakhs as against Rs.
3,503.04 Lakhs as compared to previous financial year. Details on segmental revenue and
performance are furnished in Note no. 38 on Supplementary Notes to Accounts.
The consolidated EBITDA for the financial year 2024-25 is Rs. 2170.57
Lakhs as against EBITDA for the previous year 2023-24 of Rs. 1485.37 lakhs.
The increase in interest expense was due to additional borrowings and
change in interest rate resulting in addition expenditure of Rs. 219.13 lakhs as compared
to corresponding previous year.
The consolidated Profit/ (Loss) for the year under review is Rs. 583.93
Lakhs as against Rs. 331.79 Lakhs during the corresponding previous year 2023-24.
The consolidated net worth increased to Rs. 7492.61 Lakhs as at 31st
March 2025 as compared to Rs. 6,915.31 Lakhs as on 31st March 2024 and net worth of the
company is increased from Rs. 6944.67 lacs to Rs 7535.77 lacs during the year 2024-25.
During the year under review, the Company recorded a substantial growth
of approximately 30% in product billings, reflecting strong performance and market
acceptance of newly introduced products.
The Project Operations segment continued to deliver consistent revenue
streams, further bolstered by the addition of a new project at Pondicherry P-SWAN. The
Company successfully obtained telecom regulatory clearances for all its products and has
deepened its investment in Research & Development to enhance in-house capabilities.
In alignment with future growth areas, the Company signed a Memorandum
of Understanding (MoU) for initiating Drone Training Programs, anticipated to begin in FY
2025-26, thereby entering into a niche but fast-emerging tech-driven domain.
The Company acquired land parcel at Candolim, Goa and the approval for
construction project is in final stage and is expected to commence construction during the
year 2025-26.
In addition to the above, the Company is also exploring opportunities
in the realty sector, in line with its long-term diversification strategy and capital
deployment plans. The management is evaluating select real estate development prospects
which are expected to complement the Company's broader growth agenda.
The Company's teams across Sales, Product Engineering, Factory
Operations, Product Services, Solutions, Projects, Finance, Logistics, Exim, HR, IT, and
Administration have demonstrated resilience, innovation, and dedication throughout the
year, which has been instrumental in achieving business milestones.
The Board acknowledges the leadership and direction provided by the
Chairman & Managing Director, Mr. Aniruddha Mehta, which have contributed to the
Company's progress and ongoing rebranding efforts under the Umiya name and MRO-TEK
brand.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial statements of the Company and its subsidiary for
FY 2024-25 are prepared in compliance with the applicable provisions of the Act and as
stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015. The audited consolidated financial statements
together with the Independent Auditor's Report thereon forms part of this Annual
Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features
of the Financial Statements of the subsidiary companies in Form AOC-1 forms part of this
report as Annexure -A.
Further, pursuant to the provisions of Section 136 of the Act, the
Company will make available the said financial statements of the subsidiary company upon a
request by any Member of the Company. These financial statements of the Company and the
subsidiary company will also be available for inspection to the Members the through
electronic mode. The Members desiring financial statements of the Company, the
Consolidated financial statements along with other relevant documents and the financial
statements of the subsidiary company, may send their request in writing to the Company at
cs@mro-tek.com and the same would also be available on the Company's website
URL:https://www.mro-tek.com/pdf/BM_Outcome_29_04_2025.pdf .
2. SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118 of the Act, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs (MCA).
3. DIVIDEND:
In view of the carried forward losses, your Board regrets its inability
to recommend any dividend for the financial year under review. However, efforts will be
infused to bring the Company back to dividend track before long.
4. TRANSFER TO RESERVES:
In view of carried forward losses, transfer of any amount to the
general reserves does not arise.
5. SUBSIDIARY COMPANIES/FIRMS:
The Company has one direct Wholly Owned Subsidiary (WOS) as at March
31, 2025, as disclosed in the accounts.
The following changes have taken place with respect to subsidiaries in
the financial year 2024-2025:
The name of the WOS was changed from MRO-TEK TECHNOLOGIES PRIVATE
LIMITED to MRO-TEK PRIVATE LIMITED with effect from June 28, 2024.
There has been no material change in the nature of the business of the
subsidiary company.
The Company entered into a partnership agreement with Indira Hotels
(Mysore) Private Limited to establish a partnership firm under the name Umiya Buildtek.
This firm has been formed to engage in a specific real estate project in North Bangalore
targeting Uber luxury villa market. The Company holds a 66.66% stake in the said
partnership firm.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in the nature of
business as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments between the end of the
financial year and the date of the Report, which affect the financial position of the
Company.
8. SHARE CAPITAL:
During the year under review, there has been no change in the
Authorised Share Capital and Paid-up Share Capital of the Company.
The Authorised Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen
Crores Only) is divided into 3,00,00,000 (Three Crores) Equity Share of Rs. 5/- (Rupees
Five only) each and Paid-up Share Capital of the Company is Rs. 9,34,23,010/- (Rupees Nine
Crores Thirty-Four LakhsTwenty-Three Thousand and Ten only) divided into 1,86,84,602 (One
Crore Eighty-Six Lakh Eighty-Four Thousand Six Hundred and Two) Equity Shares of Rs. 5/-
(Rupees Five only) each.
Disclosure regarding Issue of Equity Shares with Differential Voting
Rights
During the financial year under review, the Company has not issued
Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options
During the financial year under review, the Company has not issued
Shares under Employee Stock Options.
Disclosure regarding issue of Sweat Equity Shares
During the financial year under review, the Company has not issued
Sweat Equity Shares.
9. DEPOSITS:
The Company has not accepted deposits from the public/ members under
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014,
during the year under review.
10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):
a) Director retiring by rotation
In accordance with the provisions of Section 152 of the Act and
Articles of Association of the Company, Mr. Sudhir Kumar Hasija (Holding DIN: 00157168),
retires by rotation at the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment. Resolutions seeking Shareholders' approval for their
re-appointment forms part of the Notice.
b) Cessation of Office of Directorship
Dr. Raghu Nambiar resigned from the office of Directorship, as his
appointment was not approved in the 40th AGM held on August 09, 2024.
c) Appointment of Directors and KMPs
? Mr. Srivathsa resigned from the Office of Chief Financial Officer
with effect from May 31, 2024.
? Mr. Rengarajan was appointed as Chief Financial Officer with effect
from June 1, 2024. ? Mr. Aniruddha Bhanuprasad Mehta was re-appointed as the Chairman and
Managing Director of the Company in the 40th AGM held on August 09, 2024.
? Mr. Rengarajan resigned from the Office of Chief Financial Officer
with effect from August 19, 2024.
? Mr. Venkatesh Sunduru resigned from the Office of Company Secretary
and Compliance Officer of the Company with effect from August 26, 2024.
? Mr. VairavanVanniarajan was appointed as Chief Financial Officer of
the Company on November 13, 2024.
? Mr. Prashanth S, was appointed as Company Secretary of the Company
on November 13, 2024.
? Dr Raghu Nambiar was appointed as an Independent Director through
Postal Ballot with effect from January 14, 2025 up to January 13, 2030.
? Mr. H S Venkatesh, was re-appointed as an Independent Director with
effect from June 15, 2025 up to June 14, 2030.
? Ms. Nicola Neeladri, was re-appointed as an Independent Director
with effect from June 15, 2025 up to June 14, 2030.
d) Declaration of Independence
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted their declarations that each one of them meets the criteria of
independence as provided under the provisions of Section 149(6) of the Act along with
Rules framed thereunder under Regulations 16(1) (b) and 25 of the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission, if any, and reimbursement of expenses incurred by them for the purpose
of attending Meetings of the Board/ Committees of the Company.
e) Board Diversity
The Company believes that building a diverse and inclusive culture is
integral to its success. The Company has evaluated the Policy with a purpose to ensure
adequate diversity in its Board of Directors, which enables them to function efficiently
and foster differentiated thought processes at the back of varied industrial and
management expertise. The Board recognizes the importance of diverse composition and has
therefore adopted a Board Diversity Policy. The Policy is made available on the
Company's website at https://www.mro-tek.com/pdf/BoardDiversityPolicy.pdf.
11. Annual Board evaluation and Familiarisation Programme for Board
Members.
The Board of Directors and the Nomination and Remuneration Committee
had carried out an annual evaluation of its own performance, the Board, the Committees and
Individual Directors pursuant to the provisions of the Act and Listing Regulations on
17thJanuary, 2025. The performance as a whole was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the Board composition and
structure, effectiveness of board processes, information and functioning, etc. The
performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the SEBI on November 11, 2024. In a separate Meeting of Independent
Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman
of the Company was evaluated, taking into account the views of Executive Directors and
Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of
individual Directors on the basis of criteria such as the contribution of the individual
Director to the Board and Committee Meetings, in terms of preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in Meetings, etc. At the
Board Meeting that followed the Meeting of the Independent Directors and Meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual Directors was also discussed. Performance evaluation of Independent Directors
was done by all the Directors, excluding the Independent Director being evaluated.
A note on the Familiarisation Programme adopted by the Company for
orientation and training of the Directors and the Board evaluation process undertaken in
compliance with the provisions of the Act, and the Listing Regulations is referred
herewith is made available at Company's official website at http://mro-tek.com/pdf/
Familiarization_Programme_2024_25.pdf
12. Policy on Directors' Appointment and Remuneration
In compliance with the provisions of Section 178(3) Act and Regulation
19 of the Listing Regulations, the Board, on the recommendation of Nomination and
Remuneration Committee has approved the Policy for selection and appointment of Directors.
The aforesaid Policy provides a framework to ensure that suitable and efficient succession
plans are in place for appointment of Directors on the Board. The Policy also provides for
selection criteria for appointment of Directors. The Policy on remuneration can be
accessed at the official website of the Company at
https://www.mro-tek.com/files/MRO-TEK_Nomination_and_Remuneration_Policy.pdf
13. COMPOSITION OF AUDIT COMMITTEE:
As on the financial year ended March 31, 2025, the Audit Committee of
the Company consisted of three Members and all of them have financial and accounting
knowledge. The Board has accepted all the recommendations made by the Audit Committee
during the year under review.
AUDIT COMMITTEE
S NO. NAME/Messrs |
DIN |
DESIGNATION |
1. H S VENKATESH |
01776040 |
>CHAIRMAN |
2. NEELA MANJUNATH |
06981005 |
MEMBER |
3. GAURI ANIRUDDHA MEHTA |
00720443 |
MEMBER |
14. NOMINATION AND REMUNERATION COMMITTEE POLICY:
As on the financial year ended March 31, 2025, the Nomination and
Remuneration Committee of the Company consisted of three Members. The Board has,on the
recommendation of Nomination and Remuneration Committee framed a Policy for selection and
appointment of Directors, Senior Management and for other employees and their
remuneration. The same has been disclosed on the website at www.mro-tek.com. The
composition, criteria for selection of Directors and the terms of reference of the
Nomination and Remuneration Committee is stated in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
S NO. NAME/Messrs |
DIN |
DESIGNATION |
1. NEELA MANJUNATH |
06981005 |
CHAIRPERSON |
2. NICOLA NEELADRI |
01997936 |
MEMBER |
3. GAURI ANIRUDDHA MEHTA |
00720443 |
MEMBER |
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
a) In the preparation of the accounts for the financial year ended
March 31, 2025, the applicable Accounting Standards have been followed and there are no
material departures from the same;
b) The Directors had selected such Accounting Policies and applied them
consistently, and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2025;
c) The Directors had 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 fraud and
other irregularities;
d) The Directors had prepared Annual Accounts of the Company on a
going concern' basis;
e) 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; and
f) The Directors had devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.
16. NUMBER OF MEETINGS OF THE BOARD
The Meetings of the Board were held at regular intervals with a time
gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the
Board of Directors were held when necessary.
Seven (7) Meetings of the Board were held during the financial year
under review on the following dates: May 16, 2024; July 25, 2024; August 02, 2024;
November 13, 2024;January 17, 2025; February 14, 2025 and March 12, 2025. For details of
Meetings of the Board, please refer to the Corporate Governance Report, which forms part
of this Report as Annexure III.
The Agenda of the Meeting is circulated to the Directors in advance.
Minutes of the Meetings of the Board of Directors are circulated amongst the Members of
the Board for their perusal.
17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company continued to maintain, high standards of Internal Control
designed to provide adequate assurance on the efficiency of operations and security of its
assets. The adequacy and effectiveness of the Internal Control across various activities,
as well as compliance with laid-down Systems and Policies are comprehensively and
frequently monitored by your Company's Management at all levels of the organization.
The Audit Committee, which meets at least four times a year, actively
reviews internal control systems as well as financial disclosures, statutory compliances
with adequate participation, inputs from the Statutory, Internal and Secretarial Auditors.
During the financial year, such controls were assessed and no
reportable material weaknesses in the design or operation were observed. Accordingly, the
Board is of the opinion that the Company's Internal Financial Controls were adequate
and effective during financial year 2024-25.
18. AUDIT AND AUDITORS:
(a) Statutory Auditors -
The Statutory Auditor, Messrs K. S. Aiyar and Co, were re-appointed as
Statutory Auditor of the Company at the 37th Annual General Meeting of the Company held on
September 30, 2021to hold office for a period of Five (5) consecutive years, from the
conclusion of the ensuing 37th AGM until the conclusion of 42nd AGM to be held in the
calendar year 2026.
The Board has duly examined the Statutory Auditors' Report to the
Financial Statements, which is self-explanatory. Clarifications, wherever necessary, have
been included in the notes to the Financial Statements section of the Annual Report. The
Auditors' Report for the FY 2024-25 does not contain any qualification, reservation
or adverse remark for the year under review. The Auditor's Report is enclosed with
the Financial Statements in this Annual Report.
(b) Secretarial Auditors and Secretarial Audit Report -
Pursuant to the provisions of Section 204 of the Act,read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has
appointed Mr. Vijayakrishna K T, Practising Company Secretary (Membership No. FCS-8860),
as its Secretarial Auditors to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report for the FY 2024-25 is annexed as Annexure I and forms part
of this Report. The Report does not contain any qualification, reservation, disclaimer or
adverse remark for the year under review.
Pursuant to Regulation 24A of the Listing Regulations, a Secretarial
Compliance Report for the financial year ended March 31, 2025 is annexed as Annexure II.
(c) Details of frauds reported by the Auditors-
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors have reported to the Audit Committee, any instances of fraud
committed against the Company by its officers or employees,the details of which would need
to be mentioned in the Board's Report.
(d) Internal Auditors -
The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants,
Bangalore as the Internal Auditors of the Company to conduct the audit on basis of a
detailed internal audit plan which is reviewed each year in consultation with the Internal
Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give
presentations and provide a report to the Audit Committee of the Company.
(e) Cost Audit-
Maintenance of cost records as specified by the Central Government
pursuant to Section 148(1) of the Act, is not required by the Company and accordingly,
such accounts and records are not made and maintained.
19. RELATED PARTIES TRANSACTIONS:
All Related Party Transactions which were entered into, during the
financial year were on an arm's length basis and in the ordinary course of business.
In compliance with the said regulation, shareholders' approval for the material
transactions with Umiya Builders and Developers was duly obtained through Postal Ballot on
14th January 2025. Prior omnibus approval from the Audit Committee is obtained for
transactions which are repetitive in nature. Further, disclosures are made to the Audit
Committee on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the reports on related party transactions with the Stock Exchanges.
The information on transactions with related parties pursuant to
Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Annexure B in Form AOC-2 and the same forms part of this report.
The Company has adopted a Policy for dealing with Related Party
Transactions and is made available on the Company's website at
https://www.mro-tek.com/files/Related_Party_Transaction_08th_Aug_2023.pdf
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS
AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:
(a) Conservation of Energy:
Your Company is duly certified under ISO/IEC 27001:2013 (Information
security Management System), ISO /IEC 20000-1:2011 (Information Technology services
Management System), ISO 9001:2015 (Quality Management Systems) and ISO 14001:2015
(Environmental Management Systems). Every possible effort is being made / introduced to
conserve and avoid wastage of energy. The recycling of Electronics waste is being ensured
as per E-Waste (Management) Rules.
Manufacturing process follow ROHS directives which restricts the use of
hazardous materials in electrical and electronic equipment. It aims to protect human
health and the environment by limiting the amount of these substances in manufactured
products.
Maximum usage of natural lighting and ventilation and optimal use of
resources is ensures thus implementing Go Green Policy in its total spirit.
(b) Technology Absorption:
Efforts also continue to maximize utilization of the technological
skills, in finding state-of-the-art solutions, to provide more effective and revolutionary
solutions, for all segments of Networking Products Industry, Information Technology and
Drones. The Product Development and R&D team developed successfully undertook
development of 1G Switch. The firmware was written by our Engineers and successfully
tested. The Hardware Bill of Material have been procured and the first run of the hardware
is planned soon. This will be the first foray into developing your Company's switch
with Class-I (over 60%) Local Content. This is also in keeping with the Government Policy
of AtmaNirbhar Bharat. The team has also developed a TDM/IP device for Military
application.
The Software team also developed new features and modules for our
Network Management Platform. These features have been successfully tested and provided for
our project in Pondicherry.
During the financial year, no amount was incurred towards Capital
Expenditure in this division. The in-house technical and commercial teams consistently
engage themselves in their endeavor to indigenize technology and components, as well as
implementation of value-engineering and cost-saving methods.
(c) Foreign Exchange Earnings and Outgo:
Full details of foreign exchange earnings and expenditure are furnished
in Financial statements under Para (c) of Note no. 35 of "Notes to accounts and other
explanatory information".
21. CAPITAL EXPENDITURE:
As on March 31, 2025, the gross tangible and intangible assets stood at
Rs. 1857.47 Lakhs and the net tangible and intangible assets at Rs. 1158.61 Lakhs.
Additions during the financial year amounted to Rs. 15.01 Lakhs and deletions during the
financial year amounted to Rs. 223.85 Lakhs. In addition to this, as on March, 31, 2025,
the gross tangible investment assets stood at Rs. 11545.80 Lakhs and the net tangible
investment assets at Rs. 10891.04 Lakhs.
22. RISK MANAGEMENT POLICY:
The Company reviewed risk and laid down a Risk Management Mechanism
covering the risk mapping and trending analysis, risk exposure, potential impact and risk
mitigating process. A detailed exercise is being carried out to identify, evaluate, manage
and monitor and non-business risk. The Audit Committee and the Board periodically review
the risks and suggest steps to be taken to manage/mitigate the same.
The Company has formulated a Risk Management Policy and has in place a
mechanism to inform the Board about risk assessment and minimization procedures and
periodical review to ensure that executive Management controls risk by means of a properly
designed framework. The Policy details are available on the website of the Company at
https://www.mro-tek.com/pdf/MRO-TEK-Risk_Management_Policy.pdf
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is committed to fostering sustainable societal value,
guided by a clear vision to empower individuals and create a positive impact at a broader
community level. It firmly believes that inclusive growth and responsible corporate
citizenship are essential components of long-term success and enduring stakeholder value.
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules 2014, the Company has established the CSR
Committee.
During the financial year 202425, based on the financial results,
the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility have become applicable to the Company, as its net profit has exceeded the
prescribed threshold of Rs. 5 crore.
The Company had already adopted a CSR Policy, as formulated and
recommended by the CSR Committee, and is available on the Company's website at
https://www.mro-tek.com/files/CSRPolicy.pdf, which outlines its commitment and approach
towards contributing to the community and social development. In line with the provisions
of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company shall undertake CSR activities and ensure compliance with the
annual spending obligations in the financial year 202526.
All necessary steps are being taken to ensure full compliance with
statutory obligations, and the Company will disclose the details of CSR expenditure and
initiatives in the next financial year's Annual Report.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY
OPERATIONS IN FUTURE:
There were no significant and material orders passed by the Regulators,
Courts or Tribunals that would impact the going concern status of the Company's
operation in the future.
25. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at the work place
and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
the 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 Policy
aims to promote a healthy work environment and to provide protection to employees at the
workplace and redress complaints of sexual harassment and related matters thereto. The
Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this Policy. Details of the same, including the details of the
complaints received are provided in the Report on Corporate Governance, which forms part
of this Report.
Following is the summary of sexual harassment complaints received and
disposed off during the financial year 2024-25:
No. of complaints received: NIL
No. of complaints disposed off: NIL
No. of cases pending for more than ninety days: NIL
26. STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING
TO THE
MATERNITY BENEFIT ACT 1961:
The Company has made all the compliance of the provisions relating to
the Maternity Benefit Act, 1961 during the year.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In compliance with Section 177(9) of the Act, and Regulation 22 of the
Listing Regulations, the Company has a Whistle Blower Policy and has established the
necessary Vigil Mechanism for Directors and employees in confirmation with the above laws,
to report concerns about unethical behavior. The details of the Policy have been disclosed
in the Corporate Governance Report, which is a part of this report and is also available
on the website of the Company at https://www.mro-tek.com/files/Whistle_Blower_Policy.pdf
28. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the financial year under review, is presented in a
separate section, forming part of the Annual Report.
29. CORPORATE GOVERNANCE:
As required under the Act, your Company has taken adequate steps to
adhere to all the stipulations laid down under Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A detailed report
on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing
Regulations, forms part of the Annual Report as Annexure III.
A Certificate from Mr. Vijayakrishna K T, Practising Company Secretary,
Bangalore, confirming compliance to conditions of Corporate Governance, as stipulated
under the Listing Regulations, is annexed to the Corporate Governance Report. A statement
containing additional information as required under Clause IV of Section II of Part II of
Schedule V of the Act, is provided in the Report on Corporate Governance, which forms part
of this Annual Report.
30. ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available on the website
of the Company on the following
link:https://www.mro-tek.com/pdf/Form_MGT_7_2024_Signed.pdf
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details relating to loans, corporate guarantees and investments covered
under Section 186 of the Act, forms part of the notes to the Financial Statements provided
in this Annual Report.
32. CODE OF CONDUCT:
The Company has laid down a Code of Conduct for the Directors as well
as for all Senior Management of the Company. In terms of Regulation 26(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulation 2015 as amended from time to time, all
the Members of the Board and Senior Management Personnel have affirmed compliance with the
Code of Conduct of the Board of Directors and Senior Management for the FY 2024-25. As
prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the
Managing Director affirming compliance with the Code of Conduct by the Directors and
Senior Management Personnel of the Company for the financial year 2024-25 forms part of
the Corporate Governance Report.
33. PARTICULARS OF EMPLOYEES:
The disclosure pursuant to the provisions of Section 197(12) of the
Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure -IVand forms part of this Report.
There are no employees receiving remuneration more than Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not required to be circulated to the Members and is not attached to the Annual
Report.
There are no employees posted and working in a country outside India,
not being Directors or relatives, drawing more than Rs. 1,02,00,000/- (Rupees One Crore
Two Lakhs only) per financial year or Rs. 8,50,000/ - (Rupees Eight Lakhs Fifty Thousand
only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
required to be circulated to the Members and is not attached to the Annual Report.
34. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing fees for the
financial year 2024-25 to National Stock Exchange of India Limited and BSE Limited where
the Company's Shares are listed.
35. HUMAN RESOURCES MANAGEMENT:
Professionals are the most important assets. The Company is committed
to hiring and retaining the best talent and being among the industry's leading
employers. For this, your Company is focused on promoting a collaborative, transparent and
participative organization culture, and rewarding individual contribution and innovation.
The focus on Human Resources Management is to enable the employees to navigate their next,
not just for clients, but also for themselves.
36. INDUSTRIAL RELATIONS:
Industrial relations have been cordial and constructive, which have
helped your Company to achieve production targets.
37. AWARDS AND RECOGNITIONS:
During the financial year under review, the Company was conferred with
various awards and recognitions, the details of which are provided in a separate section
of the Annual Report.
38. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India from time to time and that such systems are adequate and operating
effectively.
39. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
There was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
40. ACKNOWLEDGEMENTS:
The Directors thank all the vendors, customers, investors, and other
partners for their sincere support.
The Directors also take this opportunity to thank all Stakeholders,
Government, Non-Government Agencies, Regulators and Stock Exchanges for their continued
support.
Very importantly, the Board places on record it deep appreciation for
the uniform and dedicated services rendered by the employees at all levels.
41. CAUTIONARY STATEMENT:
The Board's Report and Management Discussion and Analysis may
contain certain statements describing the Company's objectives, expectations or
forecasts that appear to be forward looking within the meaning of applicable securities
laws and regulations while actual outcomes may differ materially from what is expressed
herein.
The Company is not obliged to update any such forward-looking
statements. Some important factors that could influence the Company's operations
include global and domestic economic developments, competitor's behaviour, changes in
Government Regulations, Tax laws and litigations.
|
For and on behalf of Board of Directors
of |
|
Umiya Buildcon Limited |
|
(Formerly known as MRO-TEK Realty
Limited) |
|
Aniruddha Bhanuprasad Mehta |
|
Chairman & Managing Director |
|
DIN: 00720504 |
|
Address: # 06, New BEL Road, |
Place: Bengaluru |
Chikkamaranahalli, |
Date: 29-04-2025 |
Bangalore 560054 |
|