Directors' Report and Management Discussion & Analysis Report Dear Members, The Directors have pleasure in submitting their 38th Annual Report together with the Audited Statements of Account for the period ended 30th June 2015. Operating & Financial Performance The current recession prevailing in the economy has marred the performance of the Company. During the year, the net revenue from operations of your Company increased from Rs.5524.91 Lacs to Rs. 7716.70 Lacs. For FY 2015, your Company's loss after tax stood at Rs.476.11 Lacs vis-a-vis profit of Rs.23.60 Lacs in the previous year. Change in the nature of business, if any There is no change in the nature of the business of the Company. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report There were no material changes and commitments affecting the financial position of the Company occurring between June 30, 2015 and the date of this Report of the Directors. Management Discussion and Analysis Report Industry Trend and Development The Company is engaged in manufacturing of transformers in the capacity range of 100MVA 132KV class. The demand for the Company's product in coming years will increase significantly. The expansion of infrastructure industry and real estate business, extensive rural electrification programme of the Government, development of shopping malls, complexes, etc. demands various type of transformers and the Company in this industry with flexibility will survive and have a bright future. Opportunities and Threats The company has taken steps to upgrade its facility for manufacturing of transformers upto 100 MVA 220 KV Class from the present capacity of 100 MVA 132 KV Class. With this the Board has also decided to diversify into the field of EPC Contracts in Power Sector and the negotiations with major players in this field are at concrete stage. The Company's nature of business is capital intensive and hence any delay in cycle causes huge interest loss and marks the bottom line of the Company. Risk and Concern The threat is also from unorganized small scale entrepreneurs who sometimes run away with big orders due to their small set up cost. The nature of industry demands blocking of capital for a long period and hence more credit support from the banks are required. Outlook The current scenario is very encouraging because the major thrust of our Government is on Power and Infrastructure sector. Meanwhile Eastern and North Eastern region is witnessing the maximum development in the power sector. We are in a commanding position for all North Eastern demand of these Large Transformers as we are at the gateway to the entire region. NTPC and NHPC are setting up power project of 25000 MW and 20000 MW at an estimated cost of approximately Rs. 20 Billion in the North East, which will give us a tremendous opportunity. Subsidiary / Joint Ventures / Associates The Company has no subsidiary or any joint venture. However, the Company has an associate company and the particulars are given vide form AOC-1 enclosed with the report and marked as Annexure -I. Internal Financial Control The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Company's Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company's website at www.marsonsonline.com . Dividend Your directors regret to recommend any dividend for the period under report. Share Capital The paid up Equity Share Capital as on June 30, 2015 was Rs. 25 crores. During the year under review the company has not issued any shares or any convertible instruments. Segment wise performance The Company is primarily a manufacturer of electrical transformer as a single unit. Accordingly, the Company is a single business segment company. Risk Management Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company. Board of Directors In accordance with the provisions of Companies Act, 2013 Mr. Akhilesh Kotia (DIN: 00076777), Director of the Company retires by rotation and being eligible offers himself for re-appointment. Mr. Ananchaperumal Pillai Subramonia Pillai (DIN: 07152155) was appointed as an Additional Director w.e.f.18.03.2015.to hold the office upto ensuing Annual General Meeting. He is also acting as Chief Executive officer (CEO) of the Company in terms of the provisions of Section 203 of the Companies Act, 2013 w.e.f. 18.03.2015. Mr. Sudhir Kumar Joshi (DIN: 05102823) ceased to be a director w.e.f. 31.07.2014 & Mr. Piyush Kumar Jain (DIN: 00440575) ceased to be a director w.e.f. 14.08.2014. Mr. M. Laskar (DIN: 06727819) and Mr. Suraj Jha (DIN: 07179051) become the directors of the Company on 30.04.2015 and acted till 29.08.2015. Mr. G. C. Kotia (DIN: 00651168) resigned from the Board on 18.03.2015 due to his ailing health. Your directors place on record their appreciation for their contribution to the development of the company. Meetings of Board and Committees The details of number and dates of meetings held by the Board and its Committees and attendance of Directors is given separately and attached as Annexure - II. Directors' Responsibility Statement The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013 and state that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (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 of the profit of the Company for that period; (iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and (vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Contracts and Arrangements with Related Party The Company follows a policy of disclosure of Related Party Transactions in each Meeting of the Board of Directors. The details of Related Party Transactions are enclosed as Annexure - III. Key Managerial Personnel The following two persons were formally appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013: a) Mr. Ananchaperumal Pillai Subramonia Pillai, Chief Executive Officer (CEO) b) Mr. Ajay Singh, Chief Financial Officer (CFO) Your Company is looking for a suitable candidate to be appointed as Company Secretary to be designated as KMP. Board Evaluation Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Committees. Corporate Governance Report on Corporate Governance along with the certificate thereon as obtained from M/s. A. K. Labh & Co., Company Secretaries is separately attached as Annexure - IV and Annexure -V respectively and forms a part of the Directors' Report. Audit Committee The Audit Committee comprises Directors namely Mrs. Trina Sinha (Chairman), Mr. Sandip Goswami and Mr. Akhilesh Kotia as other members. All the recommendations made by the Audit Committee were accepted by the Board. Other Committees The other Committees of the Company includes Nomination & Remuneration Committee & Stakeholders Relationship Committee which comprises Directors namely Mrs. Trina Sinha (Chairman), Mr. Sandip Goswami and Mr. Akhilesh Kotia as other members in both the committees. The Company's Remuneration Policy is available on the Company's website www.marsonsonline.com and is attached as Annexure - VI and forms a part of this Report of the Directors. Vigil Mechanism In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company's website www.marsonsonline.com Corporate Social Responsibility The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company. Listing The shares of the Company are listed on the Bombay Stock Exchange. The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE415B01028. Statutory Audit Mr. K M Roy, Chartered Accountants (Membership No.: 053720), Kolkata, the Auditors of your company is retiring at the forthcoming Annual General Meeting and is eligible for re-appointment. The observations of Auditors in their report read with the relevant notes to Financial Statement are self-explanatory and therefore do not require further explanations. Secretarial Audit A Secretarial Audit was conducted during the year by the Secretarial Auditor, Ms. Suchita Tiwari, Practicing Company Secretary (C.P No.-13787), in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached as Annexure - VII and forms part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in her Report. Internal Audit M/s. S. K.Agarwal & Co., Cost Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. Fixed Deposits The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. Loans, guarantees and investments It is the Company's policy not to give loans, directly or indirectly, to any person or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo: The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - VIII and forms a part of this Report of the Directors. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - IX. Managerial Remuneration There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act. Acknowledgement Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support. On behalf of the Board For Marsons Limited Akhilesh Kotia Chairman Marsons House, Budge Budge Trunk Road, Vill. – Chakmir, P. O. Maheshtala, Kolkata- 700 142 CIN : L31102WB1976PLC030676 Phone : 033- 24927244 Fax : 033- 24926152 E-mail: info@marsonsonline.com Website: www.marsonsonline.com Date : 14/11/2015 |