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Mardia Samyoung Capillary Tubes Company Ltd.

BSE: 513544 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE277E01026
BSE 00:00 | 07 Jun Mardia Samyoung Capillary Tubes Company Ltd
NSE 05:30 | 01 Jan Mardia Samyoung Capillary Tubes Company Ltd
OPEN 2.27
PREVIOUS CLOSE 2.27
VOLUME 13
52-Week high 2.27
52-Week low 1.80
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.27
CLOSE 2.27
VOLUME 13
52-Week high 2.27
52-Week low 1.80
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mardia Samyoung Capillary Tubes Company Ltd. (MARDIASAMYOUNG) - Director Report

Company director report

To

The Members

MARDIA SAMYOUNG CAPILLARY TUBES COMPANY LIMITED

Your Directors have pleasure in presenting the 27th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March2019.

1. FINANCIAL RESULTS:

CURRENT YEAR PREVIOUS YEAR
(Rs. in Crores) (Rs. in Crores)
OPERATING PROFIT/ (LOSS) (PBIDT) (0.246) (0.390)
Less : Interest & Financial Charges 0.00 0.00
PROFIT/ (LOSS) BEFORE DEPRECIATION & TAXATION (0.246) (0.390)
Less : Depreciation 0.030 0.029
PROFIT/ (LOSS) BEFORE TAXATION (0.294) (0.419)
Less : Provision for Taxation 0.00 0.00
NET PROFIT/ (LOSS) AFTER TAX (0.294) (0.419)

2. PERFORMANCE

During the year under review the operating loss was Rs. 0.246 crores. There were nointerest and financial charges. The tax liability is nil due to a loss. The net loss afterdepreciation is accordingly Rs. 0.294 crores.

3. SHARE CAPITAL

During the year under review there is no change in the capital structure of theCompany and accordingly the issued subscribed and paid-up capital of the company standsat Rs. 69614100 as on 31st March 2019.

4. DIVIDEND

In view of the Company's present financial conditions your Directors do not recommendany dividend for the year ended 31st March 2019

There was no amount of unpaid dividend and shares liable to be transferred to IEPFduring financial year 2018-19

5. EXRACTS OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 for the financial year ended 31stMarch 2019 made under the provisions of Section 92(3) of the Act is annexed as"Annexure - A" which forms part of this Report.

6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

The Company had altered the Object Clause with approval of the Members of the Companyat the 26th Annual General Meeting so as to include the business of ArtDealership in its current object. However the company has not engage in the business ofArt Dealership and looks forward to do the same in the coming financial year. There is noother change in the nature of the business of the Company during the year.

There is no revision made in the Board's Report and whatever submitted herewith is thefinal report.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICHFINANCIAL RESULTS RELATE

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport.

8. DIRECTORS AND KEY MANGERIAL PERSONNEL

I. APPOINTMENT / REAPPOINTMENT OF DIRECTORS

In accordance with the Provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Ravindra Mardia (DIN 00077012) who retires by rotation atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mrs. Omana Nayak (DIN: 00107146) retired from the Directorship of the Company w.e.f. 7thAugust 2019. Accordingly to comply with the provisions of Section 196 197 and 203 of theCompanies Act 2013 Mr. Gaurav Mardia (DIN: 00074333) Director of the company wasappointed as the Whole-time Director for a period of five years by the Board at theirmeeting held on 7th August 2013 and the same is placed before the Members ofthe Company for their approval at the ensuing Annual General meeting in Item No. 3 of theNotice to 27th Annual General Meeting.

Mr. Virendra Sinh Deora (DIN: 00106898) retired from the Directorship of the Companyw.e.f. 7th August 2019. Accordingly to comply with the provisions of Section149 and 161 of the Companies Act 2013 Ms. Stuti Rajeshbhai Kotecha (DIN: 07838000) wasappointed as an Additional Director (Independent Director) to hold office up to the dateof the ensuing Annual General Meeting. The same is placed before the Members of theCompany for their approval at the ensuing Annual General meeting in Item No. 5 of theNotice to 27th Annual General Meeting.

Ms. Preeti Rawat (DIN: 08411333) was appointed as a Additional Director (Non-ExecutiveNon-Independent) and Mr. Lav Kumar (DIN: 08537017) was appointed as an Additional Director(Independent Director) by the Board at their meeting held on 7th August 2019 to holdoffice up to the date of the ensuing Annual General Meeting. The same is placed before theMembers of the Company for their approval at the ensuing Annual General meeting in ItemNo. 4 & 6 respectively of the Notice to 27th Annual General Meeting.

The brief profile of the Directors being appointed/re-appointed at the ensuing AnnualGeneral Meeting forms part of the Notice convening the 27th Annual GeneralMeeting.

Your Directors have informed your Company that they are not debarred forre-appointment/continuation as directors under applicable provisions of the Company Act2013. The Board recommends their appointment.

I. KEY MANAGERIAL PERSONNEL

The Company has following Key Managerial Personnel:

Name of the Person Designation
Mr. RavindraMilapchandMardia Managing Director
Mrs. Omana Nayak * Whole Time Director
Mr. Gaurav Mardia # Whole Time Director
Mr. AnandKondibaShinde Chief Financial Officer

*Mrs. Omana Nayak resigned from the Directorship of the Company w.e.f. 7th August 2019# Mr. Gaurav Mardia was appointed as Whole-time Director w.e.f. 7th August2019

II. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directorspursuant to Section 1 49(7) of the Companies Act 2013 confirming that they meet thecriteria of independence as prescribed pursuant to Section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 we the Directors of MARDIASAMYOUNG CAPILLARY TUBES CO. LIMITED state in respect of Financial Year 2018-19 that:

a) In the preparation of annual accounts for the year ended 31st March2019 the applicable Accounting Standards have been followed along with proper explanationrelating to material discrepancies if any.

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 and ofthe loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared 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.

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.

10. BOARD OF DIRECTORS &NUMBER OF MEETINGS

The Board as on 31st March 2019 consisted of five (5) Directors namely:

Name Designation
Mr. Ravindra Mardia Managing Director
M rs. Omana Nayak Whole Time Director
Mr. Gaurav Mardia Non- Executive Non-Independent Director
Mr. Virendra Sinh Deora Independent Director
Mr. Bahrat J. Chouhan Independent Director

However Mrs. Omana Nayak and Mr. Virendra Sinh Deora have resigned from theDirectorship of the Company which was approved by the Board in their meeting held on 7thAugust 2019 with immediate effect. The Board at the same meeting has approved theappointment of Ms. Preeti Rawat and a Non- Executive Director Ms. Stuti RajeshbhaiKotecha and Mr. Lav Kumar as Independent Director. In order to comply with the provisionsof the Companies act 2013 the Board at the above-mentioned meeting has appointed Mr.Gaurav Mardia as the Whole-time director.

The Board as on the date of this report consists of six (6) Directors namely:

Name Designation
Mr. Ravindra Mardia Managing Director
Mr. Gaurav Mardia Whole Time Director
Ms. Preeti Rawat Non- Executive Non-Independent Director
Mr. Bahrat J. Chouhan Independent Director
Ms. Stuti Rajeshbhai Kotecha Independent Director
Mr. Lav Kumar Independent Director

During the Financial Year total four (4) meetings of the Board of Directors were heldon 30th May 2018; 06th August 2018; 12th November 2018and 23rd January 2019 respectively.

11. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non- Independent Directors was carriedout by Independent Directors.

12. DISCLOSURE UNDER SECTION 197(2) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014

The Company has no employees in respect of whom the information as per Section 197 ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment &Remuneration) Rules 2014.

13. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Company's Act 2013 the Board hasconstituted an Audit Committee as on 31st March 2019 comprising of one (1)Executive Director and two (2) Independent Directors as follows:

Name of the Committee Member Category
Ms. Omana V Nayak Executive
Mr. Virendra SinhDeora Independent
Mr. Bharat J. Chouhan Independent

Keeping in view the resignation of Ms. Omana Nayak form the directorship of the Companyw.e.f 7th August 2019 the Audit Committee was reconstituted at the saidmeeting and as on the date of this report comprising of one (1) Executive Director and two(2) Independent Directors as follows:

Name of the Committee Member Category
Mr. Gaurav Mardia* Executive
Mr. Virendra SinhDeora Independent
Mr. Bharat J. Chouhan Independent

*Mr. Gaurav Mardia appointed as Whole-time Director w.e.f. 7th August 2019

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges inter-aliafor holding discussions with the Auditors periodically review of quarterly half yearlyand annual financial statements before submission to the Board review of observations ofAuditors and to ensure compliance of internal control systems.

The Audit Committee has also been delegated with authority for investigation and accessfor full information and external professional advice for discharge of the functiondelegated to it by the Board.

The Board agrees that the recommendations of the Audit Committee on any matter relatingto financial and managerial including the audit report would be binding on the Board.

Based on the above and the Internal Audit System the Audit Committee the Board opinesthat the Company has adequate internal control system commensurate with the size of theCompany and the nature of its business

14. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of Section 186 of the Companies Act2013 formulated the policy setting out the criteria for determining qualificationsattributes independence of a Director and policy relating to remuneration for DirectorsKey Managerial Personnel and other employees.

15. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Mr. Vijaykumar Tiwari a Company Secretary in Practice ACS no.33084& COP no. 12220 to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as "Annexure - B" and forms anintegral part of this Report.

DIRECTORS EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT

The company being a sick company registered with BIFR was not in a financial positionto appoint a Company Secretary as per the provision of Section 203(1) of Companies Act2013 or maintain a website as per the provision of the Companies Act. As the company hasnot appointed a Company Secretary the company is not able to file INC-22A as it is amandatory requirement for filing the same. However the company is working towardsappointing a Company Secretary to comply with the same.

The Company is in the process of acquiring necessary documentation to file thenecessary forms for charge satisfaction with Ministry of Corporate Affair.

Due to some clerical default the company had failed to file the Annual Disclosurepursuant to Regulation 30 (1) and 30 (2) of SEBI (SAST) Regulations 2011.

Due to some clerical default the company had failed to complete the process for Changeof Object Clause approved by the members at the AGM held on 29th September2018. The Company is currently in the process of filing for Condonation of Delay with theRegistrar of Companies as required by the Companies Act 2013.

The Company is currently facing a financial constraint due to which the company has notyet paid the Listing fee for the financial year 2019-20. The same will be paid as soon aspossible.

Mr. Virendra Tejsinh Deora has resigned from the Directorship of the Company w.e.f 7thAugust 2019. Ms. Stuti Rejeshbhai Kotecha has been appointed is his place as anIndependent Director by the Board at its meeting held on 7th August 2019.Approval for her appointment is sort from the members at the 27th AnnualGeneral Meeting as set out in Item No. 5 of the Notice.

16 AUDITORS

The appointment of M/s AGRAWAL & COMPANY Chartered Accountants as the StatutoryAuditors of the Company was ratified and the auditors to hold office for a period of 4years till the conclusion of the 30th Annual General Meeting of the Company to be held inthe year 2022. The Company has received a letter from them to the effect that theirappointment if made would be within the prescribed limits under Section 139 of theCompanies Act 201 3. Accordingly the said Auditors may be appointed as Auditors of theCompany at the ensuing Annual General Meeting.

CLARIFICATION TO AUDITOR'S REPORT

Notes on Accounts referred to by the Auditors in their report are self explanatory andtherefore do not require any further clarification.

17 CORPORATE GOVERNANCE

Since the paid-up capital of the company is less than Rupees Ten crores (10 crores) andits net worth is less than Rupees Twenty-five crores (25 crores) the compliance with ParaC of Schedule V and other regulations as specified under Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Rules 2015 are not applicable to the Company andtherefore the Annual Report on Corporate Governance is not enclosed.

18 DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposits during the year under review.

19 PARTICULARS OF LOANS GUARANTEES INVESTMENT AND SECURITIES

The details of Loans and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the Note nos. 11 12 and 16 to Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were at arm'slength basis and in the ordinary course of business. Hence the provisions of Section 188of the Companies Act 2013 are not attracted. Thus disclosure in form AOC-2 is notrequired.

21. CONSERVATION OF ENERGY

I. Personnel specially trained for this task.

II. Research on use of such component in the equipments and final product which willmaximize energy conservation.

III. Proper maintenance of all machinery & other equipment and timely replacementof worn-out components.

IV. Maximum utilization of available resources.

In accordance with the provisions of Section 134(3)(m) of the Companies Act 2013 therequired information relating to conservation of energy technology absorption and ForeignExchange Earning and outgoing is annexed to the report as "Annexure - C".

22. RISK MANAGEMENT POLICY

The Company manages risk through a detailed Risk Management Policy framework which laysdown guidelines in identifying assessing and managing risks that the businesses areexposed to. Risk is managed by the Board through appropriate structures that are in placeat the Company.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The policy has provided a mechanism forDirectors Employees and other persons dealing with the Company to report to the Chairmanof the Audit Committee and no personnel has been denied access to the Audit Committee forreporting will go any instance of unethical behavior actual or suspected fraud orviolation of the Code of Conduct of the Company.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received during FY 2018-19

25. SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the company Company's operations in the future.

26. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their appreciation of the valuecontribution devotion and sense of commitment extended by the employees of the Companywhich inspires confidence to plan for greater accomplishments in the current financialyear. Your Directors would also like to place on record its sincere appreciation for thewhole hearted support and contributions made by the various Banks Central StateGovernment and Local bodies Customers Suppliers and other business associates towardsconduct of efficient operations of your company.

Registered Office:J — 55 M. I. D. C For and on behalf of the Board of Directors
Industrial Area
Tarapur. Boisar — 401 506
Maharashtra.
Place: Mumbai
Dated: 7th August 2019 RAVINDRA MARDIA GAURAV MARDIA
Managing Director Whole-time Director
DIN: 00077012 DIN: 00074333