Your Directors have pleasure in presenting herewith the Directors Report alongwith the Audited Statement of Accounts for the year ended 31st March 2016.
|Particulars ||For the year ended 31.03.2016 ||For the year ended 31.03.2015 |
| ||( Rs in Lacs) ||( Rs in Lacs) |
|Income from Operations & Other Income ||16941.44 ||14591.44 |
|Profit before Depreciation ||1209.93 ||1101.39 |
|Less: Depreciation ||738.31 ||665.62 |
|Profit before Tax ||471.62 ||435.77 |
|Less: Provision for Tax ||189.27 ||165.09 |
|Less: Provision for deferred Tax ||(25.68) ||(20.54) |
|Profit after Tax ||308.03 ||291.22 |
The paid up Equity Share Capital as on 31st March 2016 was Rs 88202750/-. Duringthe year under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company. The Company has consolidated its face value of equity share in sucha manner that 10 existing equity share of face value of Rs 1/- each were consolidated in 1share of face value of Rs 10/- each during the year results in reduction in the number ofshares in the capital but issue subscribed and paid up capital will not change and forthe purpose of consolidation the record date was fixed on November 6 2015.Accordingly all the figures in the annexure to this report for previous years are as perface value of Rs 1/- each and current year figures are as per face value of Rs 10/- each.
OPERATION AND REVIEW AND STATES OF COMPANIES AFFAIRS:
The Company continues to see marginal growth with its overall performance in thefinancial year 2015-16 driven by the average performance in existing and new business.
The total income of the company increased to Rs 16941.44 lacs from Rs 14591.44 lacs inthe previous year at a rate of 16.11 %.The Profit before Tax amounted to Rs 471.62 lacsas against Rs 435.77 lacs in the previous year. The net profit after tax was increased toRs 308.03 lacs as against Rs 291.22 lacs in the previous year.
Board of Directors has not recommended any dividend for the Financial Year 2015-16.
The company has not invited / accepted any deposits from public within the meaning ofprovisions of section 73 and 76 of the Companies Act 2013 and the rules framed thereunder and the directives issued by the Reserve Bank of India.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The information required under section 134 (3)(m) of the Companies Act 2013 read withthe companies (Disclosures of Particulars in the report of the board of Directors) Rules1988 relating to conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under the Act are provided in Annexure - I andform part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) andSchedule V of the Listing Obligation and Disclosure Requirement Regulation 2015 isappended to this Report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your company has complied with the requirements regarding Corporate Governance asrequired under regulation 34(3) and Schedule V of SEBI LODR Regulation 2015. A Report onthe Corporate Governance in this regard is made a part of this Report along withCertificate from the Companys Auditors confirming compliance with the conditions ofCorporate Governance is forms as integral part of this report.
MEETINGS OF THE BOARD AND ITS COMMITTEE
Eight meetings of the Board of Directors were conveyed and held during the year.Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.
Resignation from Director
Smt. Bhavana N. Parikh (DIN: 07136900) an independent director submitted hisresignation to the Board on March 17 2016 due to pre-occupancy. The same was accepted bythe Board in its meeting held on March 31 2016. The Board hereby places on record itssincerest thanks and gratitude for the invaluable contribution made by Smt. Bhavana N.Parikh towards the growth and development of the company during his tenure as anIndependent Director.
Confirmation of Appointment
Pursuant to provisions of the section 161(1) of the Companies Act 2013 read with theArticles of Association of the Company and in compliance of regulation 17(1)(a) of theListing Obligation and Disclosure Requirement Regulation 2015 (from hereafter called as "ListingRegulations") Smt. Sangita Sandeep Singhi (DIN: 06999605) is appointed asAdditional Director Woman Director Category Independent on March 31 2016in place of Smt. Bhavana Parikh who was resigned from the Board during the year and sheshall hold office only up to the date of Annual General Meeting and being eligible offerherself re-appointed as Director.
In accordance with the provisions of Section 152 of the Companies Act 2013 Shri RahulJ. Parekh liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.
The Company has adopted Governance Guidelines on Board Effectiveness. The GovernanceGuidelines cover aspects related to composition and role of the Board Chairman andDirectors Board diversity definition of independence Directors term retirementage and Committees of the Board. It also covers aspects relating to nominationappointment induction and development of Directors Directors remunerationSubsidiary oversight Code of Conduct Board Effectiveness Review and Mandates of BoardCommittees.
Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to refresh the Boardon a periodic basis including each time a Directors appointment or re-appointmentis required. The Committee is also responsible for reviewing and vetting the CVs ofpotential candidates vis--vis the required competencies and meeting potentialcandidates prior to making recommendations of their nomination to the Board. At the timeof appointment specific requirements for the position including expert knowledgeexpected is communicated to the appointee.
Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of theListing Regulations.
Independence: In accordance with the above criteria a Director will be considered asan Independent Director if he/ she meet with the criteria forIndependent Director as laid down in the Act and Regulation 16 (1) (b) of theListing Regulations.
Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the Code for IndependentDirectors as outlined in Schedule IV to the Act.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulation the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation19(4) of Listing Regulation.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Companys internal financial controls were adequate and effective during thefinancial year 2015-16.
Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and belief Makes the followingstatement :
a. in the preparation of the annual accounts for the year ended on March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended onMarch 31 2016 and of the profit of the Company for the year ended on March 31 2016;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the directors have prepared annual accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Directors Report.
At the Annual General Meeting (AGM) of the Company held last year pursuant to theprovisions of the Act and the Rules made there under M/s. Bhanwar Jain & Co.Chartered Accountants Ahmedabad who are Statutory Auditors of the Company hold office upto the forthcoming Annual General Meeting are recommended for re-appointment for theFinancial Year 2016-17 subject to approval of the Shareholders of the Company at theAGM to be held in 2016. As required under the provision of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. Bhanwar Jain & Cothat their appointment if made would be in conformity with the limits specified in theAct.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
The Company has appointed M/s. Dalwadi & Associate Cost Accountants Ahmedabad(Firm Registration No. 000338) as the Cost Auditors of the Company for audit of costaccounting records for the financial year ended 31st March 2016. Further the Companymaintains the cost records; however the Company was not fall under the criteria for CostAudit for the year ended on 31st March 2015. The Board of Directors has onrecommendation of the Audit Committee at its meeting held on 27th May 2016 appointedM/s. Dalwadi & Associates as the Cost Auditor of the Company for audit of costaccounting records for the financial year 2016-17 and has also fixed their remuneration.In terms of Section 148(3) of the Companies Act 2013 and Rule 14 of the Companies (Audit& Auditors) Rules 2014 it is proposed by the Board to recommend the remunerationapproved in its meeting for ratification by the shareholders in the ensuing AnnualGeneral Meeting of the Company.
The Board has appointed M/s. Hudda & Associates Company Secretaries LLP (M.No.A31507 and CP No. 11560) to conduct Secretarial Audit of the Company for the financialyear 2016-17. The Secretarial Audit Report for the financial year ended March 31 2016 isannexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
There is no qualification reservation or adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the financial yearended on 31st March 2016.
KEY MANAGERIAL PERSONNEL
Pursuant to section 203 of the Companies Act 2013 your company had appointed its KeyManagerial Personnel viz. Shri Rahul J. Parekh Managing Director Shri Anand J. ParekhJt. Managing Director Shri Rajendra R. Mehta Chief Financial Officer and Shri
Shailesh Koshti as Company Secretary and Key Managerial Personnel. No change occurredin the Key Managerial Personnel of the Company during the financial year 2015-16.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and in terms of the Listing Agreement Your Company has established a Vigil Mechanism ofthe Company which also incorporates Whistle Blower Policy for its Directors and employeesto safeguard against victimization of persons who use Vigil mechanism and to reportgenuine concerns. The Policy on vigil mechanism and whistle blower policy may be accessedon the Companys website at the link:http://www.mrtglobal.com/images/investor_relation/ policy/VigilMechansmWhistelBlower.pdf.The Audit Committee of your Company shall oversee the Vigil mechanism.
All the assets of the company including the inventories building plant andmachineries are adequately insured.
COMPULSORY TRADING IN DEMAT:
Trading of the equity shares of your Company are being traded compulsorily in Dematfrom March 23 2001 pursuant to circular of SEBI.
The information required under sub section (12) of section 197 of the Companies Act2013 read with rule 5(2) and 5(3) of the companies (Appointment and Remuneration ofManagerial Personnel) rule 2014 the details showing the name and other particulars ofemployees drawing remuneration in excess of limits set out in the said rule are as under.
(a) Employees employed throughout the year and who were in receipt of remuneration ofnot less than Rs 6000000/- per annum in terms of Rule 5 (2) (i) is None.
(b) Employees employed for the part of the year and who were in receipt of remunerationof not less than Rs 500000/- per month in terms of section Rule 5 (2) (ii) is None.
(c) None of the employees is covered under Rule 5 (2) (iii).
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request which is available for inspection by theMembers at the Administrative Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining such information thereof such Member may write to the CompanySecretary in advance in this regard.
The Securities of your company are listed with the BSE Limited and pursuant toRegulation 14 of Listing Regulation the Annual Listing fees for the year 2016-17 havebeen paid within due date. The bill for annual custodian fees to NSDL & CDSL is beenpaid by the Company for the Securities of the Company held in dematerialized mode withthem for year 2016-17.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not crossed the threshold limit to implement CSR hence not applicableto the Company during the year under report.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.
The Company has not received any complaint of sexual harassment during the financialyear 2015-16.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in MGT-9 is annexed herewith as Annexure - IIIand form part of this Report.
Your Company does not have any subsidiary company during the year; hence consolidationof financial data of the subsidiary company is also not applicable to the Company for thefinancial year 2015-16.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has formulated a Risk Assessment & Management Policy. The details ofthe Risk Management are covered in the Corporate Governance Report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Details of loans investments guarantees and securities covered under provisions ofsection 186 of the Companies Act 2013 are provided in the standalone financial statement.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material or potentialconflict with the interest of the Company in accordance with the policy of the Company onmateriality of related party transactions. All Related Party Transactions are placedbefore the Audit Committee for approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are repetitive in nature. A statement of all RelatedParty Transactions is placed before the Audit Committee for its review on a quarterlybasis specifying the nature value and terms and conditions of the transactions. ThePolicy on materiality of related party transactions and dealing with related partyTransactions as approved by the Board may be accessed on the Companys website at thelink: http://www.mrtglobal.com/images/investor_relation/policy/RelatedPartyTransactionPolicy.pdf
Your Directors draw attention of the members to the financial statement which sets outrelated party disclosures. Details of contracts with related parties have been reported inform AOC-2 and annexed herewith as Annexure IV and form part of this Report.
CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT
As per SEBI vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016 haspassed an interim order against the Companys previous Registrar and Share TransferAgents (R&TA) M/s. Sharepro Services (India) Pvt. Ltd. ("Sharepro") interalia require to appoint new R&TA within 6 months from the date of said order. Yourcompany had complied with the requirement and had appointed M/s Link Intime India PrivateLimited as new R&TA from 21st June 2016 as directed by Securities and Exchange Boardof India (SEBI).
As a responsible corporate citizen and as a textile processing unit environment safetyhas been one of the key concerns of the Company. It is the constant endeavour of theCompany to strive for complaint of stipulated pollution control norms.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors thanks various Central and State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them.
The Directors also express their gratitude for the continued support and guidancereceived by the Company from the customers vendors investors bankers and employees atall levels. Our consistent growth was made possible by their hard work solidaritycooperation and support. We look forward for their continued support in the future.
| ||For and on behalf of the Board |
| ||Mahalaxmi Rubtech Limited |
|Place: Ahmedabad ||Jeetmal B. Parekh |
|Date: May 27 2016 ||(Chairman) |