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MANAGEMENT DISCUSSION AND ANALYSIS
To,
The Members of
Morganite Crucible (India) Limited
Your Directors are pleased to present herewith the 38th
Board's Report, together with the Audited Financial Statements of the Company for the
financial year ended March 31, 2023.
FINANCIAL PERFORMANCE:
Particulars |
2022-23 |
2021-22 |
Revenue from |
15,459 |
15,235 |
Operations |
|
|
Other income |
483 |
2,896 |
Total income |
15,942 |
18,131 |
Operating Expenses |
12,934 |
12,253 |
Profit before finance cost, depreciation and amortisation |
3,008 |
5,878 |
Depreciation and Amortisation Expense |
776 |
740 |
Profit before tax |
2,232 |
5,138 |
Provision for tax |
620 |
1,109 |
Exceptional Item |
- |
(310) |
Profit after tax |
1,612 |
4,339 |
(Loss) |
|
|
DIVIDEND:
The Board of Directors in their meeting held on November 10, 2022, has
paid an interim dividend of Rs. 9/- per share to the equity shareholders of the Company as
on record date of November 23, 2022. In view of performance recorded by the Company as of
March 31, 2023, your Directors are pleased to recommend a final dividend of Rs. 11/- per
share to the equity shareholders of the Company as on record date of August 22, 2023.
ThedividendrecommendedisinaccordancewiththeCompany's Dividend
Distribution Policy. The Dividend Distribution Policy of the Company is available on the
Company's website and can be accessed at https://www.morganmms.com/en-gb/investors/
FINANCIAL PERFORMANCE:
The Company revenue from Operations for the financial year 2022-23 was
Rs. 15,459/- lakhs, as against Rs. 15,235/- lakhs in the previous year. The gross profit
before tax and depreciation was Rs. 3,008/- lakhs as against Rs. 5,878/- lakhs in the
previous year. The operating expenses increased to Rs. 12,934/- lakhs as against Rs.
12,253/- lakhs the previous year.
At start of January-2023, Morgan Advanced Materials Plc, the ultimate
holding entity had encountered a cyber incident on their IT systems. Although, the Company
has separate IT systems and infrastructure in India, as an immediate precautionary
measure, basis advice from ultimate holding entity, the Company had temporarily shut down
access to IT systems for security reasons which led to temporary disruption in some of the
Company's business activities. The Company had put in place alternative control
mechanism in the absence of the access to the said systems. Based on the investigation
carried out by the ultimate holding company at group level, the said systems were restored
in a phased manner after taking all the possible necessary measures and it was concluded
that there was no impact on the Company's IT systems and infrastructure.
As per the Company's assessment there was no impact on the
financial results of the Company for the year ended March 31, 2023 due to cyber incident
at the ultimate holding entity level.
Further, no other material changes or commitments have occurred between
the end of the financial year and the date of this Report which affect the financial
statements of the Company in respect of the reporting year.
ECONOMIC SCENARIO AND BUSINESS OUTLOOK:
India's economic growth continues to be resilient, and it will
continue to be one of the fastest growing economies in the G20 in coming year despite
decelerating global demand and the tightening of monetary policy to manage inflationary
pressures, the latest being the liquidity troubles after a series of global bank crises.
While Indian GDP growth may slow down to less than 6% in FY 2023-24, demand may continue
to be driven by private consumption and private investment on the back of government
policies to improve transport infrastructure, logistics, and the business ecosystem. This
should create a positive business outlook for the Company in the Indian market for the
coming year.
The global economy growth is expected to slow down in coming year due
to geopolitical impacts, continued high inflation and changes in monetary policy. The
European markets already continue to show stagnation in demand, China's manufacturing
output is weak, and there is fear of industrial slowdown in the USA. In view of weak
global growth sentiments, and continued changes in monetary policy, a more pronounced
slowdown or global recession this year is a distinct possibility. Therefore, the
Company's export business outlook may be weaker than in recent years, as we look to
take advantage of opportunities created by our customers seeking to diversify their global
supply chains.
NDIAN FOUNDRY INDUSTRY INSIGhT:
In the last few years, the world economy has suffered a lot of
volatility due to the impact of the global pandemic of Covid-19 and the metallurgical
industry is no exception. Although the metal production has come down in last few months,
it increased rapidly post-pandemic and exhibited strong recovery in steel & metals
industry. However, in the last year, the metal industry experienced setbacks due to Russia
Ukraine war resulting in corporates facing issues in raw material availability and input
prices also increased multi fold therefore leading to increased prices of finished
products. Due to sanctions imposed by EU, it was difficult to trade with Russia, leading
to adverse effects on several companies, including MCIL.
Given the weakening international backdrop, the Indian
government's vision on expanding infrastructure projects and development of railways
network including metros across the country translated into a huge demand for metals and
foundry products which will certainly give a big a boost to the metal manufacturing and
processing industry in the country.
Further, in today's time, governments all over the world are
encouraging the electric vehicle (EV) industry through various regulations and incentives
to meet the consumer demand for low emission commuting instead of the fossil fuel driven
vehicles that are endangering our planet.
The Indian Government has also announced number of promotional measures
in the last few years including tax incentives for electric vehicle owners, public EV
charging infrastructure development etc. which will help to transform mobility and phased
manufacturing programme for EV, its components and batteries in coming years.
In view of above, your Company is committed to deliver great value
through our products and technical services to retain Morgan' as the preferred
supplier to the non-ferrous metals industry. Your Company will continue its focus on
providing value added services to their customers for their next generation of products
and processes.
ENVIRONMENT, hEALTh AND SAFETY (EhS):
At Morgan Advanced Materials we are committed to a sustainable future.
Our aim is to ensure that our products and manufacturing processes are designed, built and
managed in a way that enhances their value to society and our environment. We are working
towards our aspiration of zero harm' to all our employees. We are committed to
conducting all our activities in a manner that builds a caring safety culture and develops
a world-class safety system that supports this effort.
There was no lost time accident reported on the site during the year,
the lost time incident frequency rate is zero as compared to previous year's 0.1.
Further, there were 9 first-aid injuries and 12 significant near misses reported and
immediate actions were taken on the observations of unsafe actions and unsafe conditions.
The non-LTI incident frequency rate is 0.8 as compared to the earlier year's 1.1. We
are regularly monitoring air, water and soil quality in the factory premises and
corrective measures are being taken for any readings that are over the limit. We are also
regularly focused on our 6S drive in the factory.
T hINKSAFE'
At Morgan Advanced Materials, thinkSAFE' is a mindset. This
means we approach every moment of every working day with safety in mind. We do this by
being curious, not complacent, by looking out for each other and by speaking up about
safety issues. We consider safety in everything that we do because we care.
The six Morgan thinkSAFE' commitments provide guidance on
how we should behave and remind us that:
During the year, we conducted thinkSAFE' refresher training
programme for all shop floor workers, staff employees and agency employees.
Operational, health and Safety Improvements:
- Modification & automation of all 3 LPG bullets
- Installed fire sprinkler system in old & new logistics area
- Various automation projects improving productivity has been
completed.
- Received PESO permission for use of new LPG yard.
- Automation project completed for CIP line wash booth conveyor, mould
pulling activity and sizzler lift arrangement.
- Installed sieving machine for CIP floor dust.
Employee Well-being:
- Organised COVID-19 Booster Vaccination camp to all third parties,
employees, shop floor workers and their family members
- Organised first aid trainings, health awareness session for all
employees, workplace monitoring
Expansion Project
Project Avatar Phase II
As of year end, your Company has completed the entire project activity
including installation of required plant and machineries at site which were relocated from
Mehsana plant and has obtained regulatory approval from respective government departments.
With the completion of this project, we will be able to deliver high-quality products and
services within expected timelines.
We acknowledge the collaboration and teamwork that took place
throughout the project by each team member which was essential to achieving our goals.
PRODUCT QUALITY AND CERTIFICATIONS:
Morgan's purpose is to use advanced materials to help make more
efficient use of the world's resources, and to improve the quality of life. This
comes down to the engineering of high-performance materials and specialized products that
offer reliable solutions to the technical challenges that our customers have, and we are
committed to help our customers achieve more by using our quality of products and
services. The quality objective we measure and strive to continuously improve product
quality, reliability, and durability. In order to improve customer satisfaction, our
technical services and product team encourages in constant communication with customers,
suppliers and employees, carries out continuous development and refinement of new designs,
products and applications and enhancement of technical specifications and support
services.
Morgan's global footprint enables the company to supply a
customer's needs anywhere in the world, which means local and global expertise that
Morgan can leverage, which we are keen to demonstrate. Your Company is equipped with wide
range of engineering capabilities, specialist engineering teams and all required
installation support to help customer to gain maximum benefits from the Morgan's
product. We continuously review and analyse manufacturing quality parameters for
improvement of overall quality of the product. This purpose, guides our actions, aiding
our efforts to work with our environment, informs how we treat our people and ensures we
fulfil our responsibility of good corporate governance.
Your Company has made below improvements during the year -
1. Mixing automation for accurate addition of mix components.
2. Crucible pulling automation in the Sigma section for better material
handling & reduce damages during operation.
3. Sieving automation in sigma section for reliable sieving of material
4. Dust collector commissioned for the Sigma rotary dryer section.
5. Oil based paint replaced with environmentally friendly water-based
paint for crucible finishing.
ChANGES IN ShARE CAPITAL
The paid-up equity share capital of the Company stood at Rs. 280 lakhs
as on March 31, 2023. During the year, the Company has not issued any shares or
convertible securities and does not have any Scheme for issue of shares including sweat
equity to the employees or Directors of the Company.
RELATED PARTY TRANSACTIONS:
All related party transactions entered during the year were on
arms' length basis and in the ordinary course of business. In compliance with the
provisions of Section 188 of Companies Act, 2013 and Regulation 23 of Securities Exchange
Board of India (SEBI') (Listing Obligations and Disclosure Requirements),
(Listing Regulations') Regulations, 2015, the Audit Committee had given omnibus
approval for related party transactions that were repetitive in nature and conducted with
Morgan Group subsidiary companies for the sale and purchase of goods and services for a
period of one year. The Company has also obtained approval of the members for material
related party transactions which expects to exceed threshold limit based on annual
turnover. The Audit Committee reviewed the current details of the related party
transaction on a quarterly basis.
Further, there were no materially significant related party
transactions entered into by the Company with the Promoters, Directors, Key Managerial
Personnel or others, which may raise a potential conflict of interest with the Company or
requires approval of the shareholders. The Company has not given any loans and advances to
any associate company or to firms/companies in which the directors have interest hence
disclosure as per Regulation 34(3) of Listing Regulations is not applicable. During the
fiscal year 2022-23, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company.
In accordance with Section 134 of the Companies Act, 2013 and Rule 8 of
the Companies (Accounts) Rules, 2014, the particulars of the contract or arrangement
entered into by the Company with related parties referred to in Section 188(1) in Form
AOC-2 is attached as Annexure - I of this report.
As per Regulation 46 of SEBI Listing Regulations, the Policy on
Materiality of Related Party Transactions and dealing with Related Party Transactions is
available on Company's website at http://www.morganmms.com/en-gb/investors/
MATERIAL ChANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
ThE END OF ThE FINANCIAL YEAR AND DATE OF REPORT:
During the year under review, there have been no other material changes
or commitments made which affect the financial position of the Company between the end of
the financial year and the date of the report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company have not provided any loans,
given guarantees and made investments covered under Section 186 of the Companies Act,
2013.
BOARD OF DIRECTORS:
As reported in the previous year, Mr Jonathan Percival (DIN: 09701284),
was appointed as an Additional Non-executive Director on the Board of the Company
effective from August 12, 2022 and regularised in the 37th Annual General
meeting of the Company held on September 27, 2022. Mr Nitin Sonawane (DIN: 09701207) was
appointed as an Additional Executive Director on the Board of the Company and also
nominated as Manager of the Company within the meaning of Section 2
(53) of the Companies Act, 2013 read with Section 203 and Rule 8 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 effective
from August 12, 2022.
Pursuant to approval of members in the 37th Annual General
Meeting held on September 27, 2022, Mr Nitin Sonawane (DIN: 09701207) was designated as
Manager & Director' of the Company effective from August 12, 2022 until
August 11, 2025 on the terms and conditions of appointment as contained in the agreement
entered into with him effective from abovementioned date, at a remuneration as may be
mutually decided between the Company and Mr Nitin Sonawane.
In accordance with provisions of Companies Act, 2013 and the Article of
Associations of the Company, Mr Aniruddha Karve, Non-Executive Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment.
In the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. The independent
directors have submitted certificate of independence under Section 149 (6) (d) of the
Companies Act, 2013. The policy on the familiarisation program for Independent Directors
including details of Nomination & Remuneration Committee and their roles and
responsibility are provided in the Corporate Governance Report. The evaluation of Board
including independent directors was carried out based on parameters of attendance in every
Board and Committee meeting, participation in discussions and independent judgement.
The details of the familiarization program for Independent Directors
are posted on the website of the Company and can be accessed at -
http://www.morganmms.com/en-gb/ investors/
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Companies Act, 2013, the following
officials are Key Managerial Personnel' of the Company during the financial
year ending March 31, 2023
1. Mr Nitin Sonawane Manager
(Appointed effective from August 12, 2022)
2. Mr Hanumant Mandale Chief Financial Officer
3. Mr Rupesh Khokle Company Secretary
BOARD EVALUATION
As per Regulation 17(10) of Listing Regulations and Section 178 of the
Companies Act, 2013, the annual evaluation process of the Board of Directors, as
individual Directors and the Board as a whole was carried out based on criteria such as
participation and contribution in Board and Committee meetings, enhancing shareholder
value, experience and expertise to provide feedback, and guidance to top management on
business strategy, governance, risk and understanding of the organization's strategy.
The entire Board has actively participated in every Board and Committee
meeting with focus on adherence of corporate governance norms. Based on the outcome of the
evaluation and feedback of the Directors, the Board and the Management have agreed on the
way forward which includes strategic engagement with alignment of Morgan group long term
strategic plan.
BOARD MEETINGS AND ANNUAL GENERAL MEETING:
During the financial year 2022-23, the Board met four times, the
details of which are mentioned in the Corporate Governance Report. The necessary quorum
was present in all the Board and Committee meetings during the year. The 37th
Annual General Meeting was held on September 27, 2022. The intervening gap between any two
meetings was within the period prescribed by the Companies Act, 2013.
PARTICULARS OF EMPLOYEES:
During the year under review, no employee was in receipt of
remuneration of Rs. 102 lakhs or more or employed for part of the year and in receipt of
Rs. 8.50 lakhs or more a month, under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
A Statement containing particulars of top 10 employees is provided in
the Annexure forming part of this report. In terms of proviso to Section 136(1) of the
Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid
Annexure. The said Statement is also open for inspection. Any member interested in
obtaining a copy of the same may write to the Company Secretary.
PREVENTION OF SEXUAL hARASSMENT AT WORKPLACE:
The Company has formulated an Internal Complaints Committee, under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and has mechanism in place to report sexual harassment cases at workplace.
Your Company has organised workshops and awareness programmes against
sexual harassment for employees of the Company. During the year, the Company has not
received any complaint with allegations of sexual harassment.
RISK MANAGEMENT POLICY:
The Board of Directors established risk management methodology which
seeks to identify, prioritise and mitigate risks, underpinned by a three lines of
defence' model comprising an internal control framework, internal monitoring and
independent assurance processes.
The Board considers that risk management and internal control are
fundamental to achieving the Morgan Group's aim of delivering long-term sustainable
growth. The Risk Framework covers business, operational and financial risks reviewed by
the Committee on a periodic basis. The severity of each risk is quantified by assessing
its inherent impact and mitigated probability to ensure that the residual risk exposure is
understood and prioritised for control to avoid future implications.
During the year, the Board reviewed the status of all principal and
emerging risks with a significant potential impact on the Company performance. These
reviews included an analysis of both the principal risks and emerging risks, together with
the controls, monitoring and assurance processes established to mitigate those risks to
acceptable levels. As a result of the review, the number of actions were identified to
continue to improve internal control and management of risks including improvement on
safety and ethics of the Company.
The Committee met on two occasions on November 10, 2022 and February
13, 2023 and reviewed risk relating to competition, operations, people management and
development, product quality, technological obsolescence, quality of contract,
compliances, tax related matters, macroeconomics & political environment and
development of action plan as prepared by the management for mitigating such risks
relating to above risks in the future.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company believes in contributing to create equitable and
sustainable society by way of undertaking various CSR activities and sustainability
initiatives. During the year your Company sponsored to vocational skill development
programme, provided school kits, uniforms and other basic amenities to orphaned students.
Further, the Company with the help of local NGO developed a green belt with plantation of
around one thousand indigenous, rare and medical plants in the nearby industrial area and
committed to regular enrichment of the plants in coming years.
In compliance with the provisions of Section 135 of the Companies Act,
2013, during financial year 2022-23, your Company has fully spent the entire amount that
is required to be spent under CSR guidelines.
The Corporate Social Responsibility policy formulated by the Company is
available 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
II and form part of this annual report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee has been vested with the
authority to, inter alia, recommend nominations for Board Membership and senior
management position of the Company and establishing criteria for selection to the Board
with respect to the competencies, qualifications, experience, integrity and succession
plans. The committee comprises of independent and non-executive directors of Board which
details are given in Corporate Governance Report.
The policy of the Company on directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178 (3) and Section
197 (12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment And
Remuneration of Managerial Personnel) Rules, 2014 is available on the website of the
Company at - http://www.morganmms.com/en-gb/investors/
During the year, the Nomination and Remuneration Committee met 2 times
on May 25, 2022 and August 12, 2022.
The details of remuneration to Directors & KMP and other details as
prescribed is given as Annexure III to this report.
CORPORATE GOVERNANCE:
Your Company is always striving long-term sustainable success for the
shareholders of the Company by adopting best practices of corporate governance which are
aligned with Morgan's Group purpose and strategic direction.
As per Regulation 34 of the Listing Regulations, a separate section on
corporate governance practices followed by your Company, together with a certificate from
Deloitte Haskins
& Sells LLP, Chartered Accountants, on compliance with corporate
governance norms under the Listing Regulations, is provided with this report.
CODE OF CONDUCT
While the Morgan Code is applicable to all level of employees, the
Board of Directors as per Schedule IV of the Companies Act and Regulation 26 of the
Listing Regulations have adopted for all Board members, key managerial personnel and
senior management. Pursuant to the applicable Listing Regulations senior management has
confirmed the compliance to the Code of Conduct of the Company and submitted the required
annual compliance declaration to the Company. The Manager & Director Certificate on
affirmation to the Code of Conduct is attached as part of Corporate Governance Report.
The detail of the Code of Conduct is available on website of the
Company i.e. www.morganmms.com
FINANCE AND TAXATION:
During the financial year 2022-23, to update the Unilateral Advance
Pricing Agreement for a period of five years from the financial year 2021-22 to 2025-26,
the regional APA Commissioner has visited the site and the Company is awaiting a response
from the department.
We have liquidated accumulated IGST input credit of Rs. 892.68 lakhs as
per the provision of GST law. Our VAT assessment till FY 2017-18 has been completed and
refund order received from the Department.
Your Company has continued to apply for Export Incentives under
Remission of Duties and Taxes on Export Products (RODTEP) as part of the Foreign Trade
Policy. During the year 2022-23, we have received duty benefit scripts amounted to Rs.
65.76 lakhs. The process of claiming RODTEP benefit is well established, and we are
receiving duty benefit scripts on regular basis.
EThICS AND LEGAL GOVERNANCE:
Morgan's ethics and compliance strategy has strengthened our
ethical culture and reinforced the controls in key compliance risk areas as covered under
the Morgan Code.
The Morgan Code is a foundational component of our ethics and
compliance programme. The Morgan Code is a set of principles, supported by Group policies,
which set out how we must conduct ourselves in support of our people, our communities, our
business partners and our shareholders. It applies to all employees and extends, as
appropriate, to Morgan's business partners including agents and other third-party
representatives.
The Morgan Code underpins our commitment to our people, our
communities, our customers, our suppliers and our shareholders. It defines how we do
business ethically and safely. The Morgan Code is a set of principles (supported by Group
policies) that lay out how we should conduct ourselves. The Morgan Code applies to all
employees and to the extent appropriate to Morgan's business partners including
agents, joint venture partners and third-party representatives.
The Morgan Code has four sections i.e., working safely, working
ethically, treating our people fairly and protecting our business. It requires our people
to operate in accordance with applicable laws, regulations and Company policies and
processes relating to areas such as ethical business behaviour, trade compliance, gifts
and entertainment, donations and sponsorships.
Ethics and Compliance Training Programme
In compliance with Morgan Group's guidelines, your Company has
given e-learning training programmes to all employees on various topic of anti-bribery and
anti-corruption, conflict of interest and anti-competitive practices. Apart from this
e-learning, we continued practice of arranging Ethics Theme of the Month session for all
employees on monthly basis on various ethics and compliance topics.
Speak-up' Ethics helpline
We maintain a confidential Speak Up' ethics helpline
operated by an independent third party where anyone can raise a concern or report a
suspected violation of our policies, procedures or the law as an alternative channel to
reporting concerns internally. Reporters can raise concerns by telephone, web form or
email and may elect to remain anonymous. The employees, contractors or other third parties
who have a question about the Code or see something that they feel is unethical or unsafe
can discuss these with their managers, supporting teams, or through the ethics hotline, a
confidential helpline operated by an independent company.
During the year, there was 1 complaint raised by the third party which
was investigated, and the necessary disciplinary action was taken as appropriate.
Further, in compliance with Listing Regulations and the provisions of
Companies Act, 2013, the policy is also available on the website
http://www.morganmms.com/en-gb/investors/
Compliance Commitment
Your Company is committed to follow all applicable local, central and
international laws & regulations wherever we operate. The Compliance Officer submits a
quarterly compliance report to the Audit Committee and Board Members on various applicable
laws to the Company and its compliance status thereon. During the year, your Company has
not identified any non-compliance relating to the various statutes applicable to the
Company's business operations.
hUMAN RESOURCES:
Ambition, Innovation, Collaboration, and Integrity are the guiding
principles for the success of Morgan. Our employees are our brand ambassadors who are
contributing to make it happen. They bring enthusiasm, energy, vigour, and ideas every day
to not only deliver product and service excellence, but also play a significant role in
helping us fulfil our aspirations in this new era.
Our people contribute to the culture and are the driving force behind
our success. In return we aim to be a caring organisation where everyone feels valued and
appreciated. Our key principle is that it is not just what you do, but how you do
it' that is important. We are committed to providing a safe, fair, and inclusive
workplace. Our aspirations and 2030 goals outline our focus for making Morgan a better
place for our people.
We provide our employees with an empowering, collaborative,
non-discriminative and safe work culture where they learn and lead. We engage with our
employees, invest in their professional development, provide them with a meaningful
purpose, focus on their health & safety, celebrate innovation and out-of-the-box
thinking, support well-reasoned risk-taking, and reward our employees for their
performance.
We use our Leadership Behaviours' and the Morgan Code to
guide the actions we take. This helps us to achieve our strategic aim of delivering
performance and value creation for our stakeholders.
We promote equal opportunities for all employees and job applicants,
and do not unlawfully discriminate on the grounds of gender, parental leave needs,
marriage/civil partnership status, race, disability, sexual orientation, age, religion, or
belief etc.
Our Company believes that we need to recruit a diverse range of
professionals to help in solving our customers' challenges, including materials
scientists, application engineers and functional specialists. Finding, retaining, and
developing the right people to meet the ever changing and challenging requirements of our
business is a key priority for all of us, and helps to ensure diverse representation in
the organisation. The employee turnover ratio was 10.83% as compared to 8.08% the previous
year.
Developing our people is key for Morgan to be successful in the
marketplace now and in the future. We emphasize for every employee to perform at their
best, reach their full potential and feel rewarded for what they do. During the last year,
while we continued our focus on virtual learning offerings to our employee, we also
provided key in-person learnings including our in-house Supervisory Development Program
"Elevate" to all the mid-level and first line supervisors, Leadership
Development Program "LEAP" : Leadership Enhancement & Advancement
Program" to the senior leadership team and awareness program on POSH to all the
employees.
During the year, the company has organised more than 7600 hours of
training on more than twenty-five various topics against 2470 hours the previous year for
nurturing existing people's talent and motivating them to attain organisation goals.
At Morgan we believe our people are at the heart of our strategy. We
want to support our people to perform at their best and reach their potential. Performance
conversations and ongoing feedback are a key part of achieving this. The principle of pay
for performance underpins our compensation approach. Compensation levels are set using
external benchmarking and relevant commercial considerations that are both competitive and
affordable. We offer short term performance incentives to our managers as well as
technical and functional experts. The Morgan Group recognises & rewards the
accomplishments of its people individually and as teams.
Having people who bring a diverse range of talents and perspectives,
and who feel engaged in their role, is of paramount importance to our long-term success.
Our employees are instrumental in making Morgan the company it is today. They are key to
driving the brand forward and ensuring it remains relevant in the future. Through our
"Your Voice" Survey we gauge employee engagement and gather feedback from them
annually.
Ninety-nine percent of our people participated in the 2022 Your Voice
survey and shared their opinion. The overall engagement score rose to 56%, compared to 49%
from 2021. Employee feedback from Your Voice showed that our employees strongly believe
and are in alignment with Morgan's commitment and focus on Safety and Ethics, along
with Customer Satisfaction.
AUDITORS:
Statutory Auditors
M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Pune
(Registration No. 117366W/W-100018) were appointed as statutory auditor of the Company for
a period of five years - from conclusion of 35th Annual General Meeting until
conclusion of 40th Annual General Meeting - as per approval of the members in
the 35th Annual General Meeting with professional fees and charges as mutually
agreed between M/s Deloitte Haskins & Sells LLP and the Company.
The report given by the Statutory Auditors on the financial statements
of the Company forms part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Statutory Auditors in their report.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s KMP &
Associates, (FCS9710 / COP 11947) Practicing Company Secretaries, were appointed to
conduct the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report for financial year 2022-23 forms part of the Board's Report
as Annexure - IV. The Board has appointed M/s Prajot Tungare & Associates,
Practicing Company Secretaries, as Secretarial Auditor of the Company
for the financial year 2023-24.
There has been no qualification, reservation, adverse remark or
disclaimer given by M/s KMP & Associates, Secretarial Auditor in their report.
INTERNAL CONTROL SYSTEMS AND ThEIR ADEQUACY
Your Company has a well-established framework of internal controls in
operation, supported by Morgan Group's policies and guidelines, including periodic
monitoring, assessment and internal audit.
M/s Unicus Risk Advisors LLP, internal auditors of the Company have
conducted internal audit for complete year and detailed report was submitted to Audit
Committee on periodic basis. Further, the Audit Committee reviewed the adequacy and
effectiveness of the implementation of audit recommendations, including those relating to
strengthening your company's risk management policies and systems.
In compliance with Section 177(4)(vii) of the Companies Act, 2013, the
Audit Committee needs to evaluate internal financial control systems of the Company and
make further reports to the Board and as per Section 143(3) (i) of the Companies Act,
2013, the Statutory Auditor of the Company is required to make representation in their
Auditor Report that the Company has adequate internal financial control system in place
and operating effectively.
During the year, your Company considered that the internal financial
control provides reasonable assurance in the area of proper accounting controls for
ensuring reliability of financial reporting, monitoring of operations safeguarding of
Company's assets, transactions are authorised and recorded in a correct and timely
manner and that such controls would prevent or detect, within a timely period, material
errors or irregularities. The system is designed to mitigate and manage risk, rather than
eliminate it and to address key business and financial risks. The Company has continued
emphasised to align all its processes and controls as per Morgan Group's guidelines
and policies.
Your Company as well as statutory, internal & secretarial auditors
has made periodic checks relating to prevention and detection of frauds and errors,
accuracy and completeness of accounting records, timely preparation of financial
statements and applicable statutory compliances to the Company's business. The
internal auditor and statutory auditor during their audit have not found any significant
gaps for the financial year 2022-23 however have made certain recommendation for
continuous improvement of the process.
ANNUAL RETURN:
In accordance with Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014
the Company has placed the Annual Return on the Company's website -
https://www.morganmms.com/en-gb/investors/
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (3) (c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
(i) In the preparation of the annual accounts for the financials year
ended March 31, 2023, the applicable accounting standards have been followed along with
proper explanation relating to material departures. (ii) The Directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and profit of the Company for the year; (iii)
The Directors have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern' basis;
(v) The directors have laid down internal financial controls, which are adequate and are
operating effectively; (vi) The directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems are adequate and operating
effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013 read
with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("the IEPF
rules") all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF, established by the Government of India, after the completion of seven
years. Further, according to the rules, the shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more shall also be transferred
to the Demat Account of IEPF Authority.
During the year, your Company has transferred the unpaid and unclaimed
dividends for the financial year 2014-15 of
Rs. 52,441/- to IEPF Authority.
OThER DISCLOSURES: a) Your Company has not accepted any deposits
from the public and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
b) Your Company has not issued shares with differential voting rights
and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards
relating to Meetings of the Board of Directors' and General
Meetings' during the year.
d) Maintenance of cost records and requirement of cost Audit as
prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not
applicable to the business activities carried out by the Company.
e) There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
f) There are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
g) There were no instances where your Company required the valuation
for one time settlement or while taking the loan from the Banks or Financial institutions.
ENERGY CONSERVATION, TEChNOLOGY ABSORPTION AND FOREIGN EXChANGE
EARNINGS AND OUTGO:
The particulars as prescribed under Sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed
as Annexure - V to the Board's report.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to offer their sincere thanks to
various Departments of the Central and State Governments, our Bankers, Shareholders,
Customers & Consultants for their strong support and assistance. Your Directors also
place on record their deep appreciation to employees at all levels for their hard work,
solidarity, dedication and commitment, and look forward to their continued support in the
future.
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For and on behalf of the Board, |
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Mukund Bhogale |
Aniruddha Karve |
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(Chairman) |
(Director) |
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DIN: 05122774 |
DIN: 07180005 |
Place: Aurangabad |
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Date: May 30, 2023 |
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#MDEnd#
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