You are here » Home » Companies » Company Overview » Market Creators Ltd

Market Creators Ltd.

BSE: 526891 Sector: Financials
NSE: N.A. ISIN Code: INE944C01017
BSE 00:00 | 27 Sep 10.34 -0.38
(-3.54%)
OPEN

10.00

HIGH

10.50

LOW

9.70

NSE 05:30 | 01 Jan Market Creators Ltd
OPEN 10.00
PREVIOUS CLOSE 10.72
VOLUME 1603
52-Week high 17.43
52-Week low 3.80
P/E 10.04
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.00
CLOSE 10.72
VOLUME 1603
52-Week high 17.43
52-Week low 3.80
P/E 10.04
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Market Creators Ltd. (MARKETCREATORS) - Director Report

Company director report

MARKET CREATORS LIMITED

CIN: L74140GJ1991PLC016555

Registered Office: "Creative Castle" 70 Sampatrao Colony Vadodara -390007 Ph: (0265) 2354075 Fax: 2340214

E-mail: info@marketcreators.net Website: www.sharemart.co.in

To

The Members

Market Creators Limited

Your Directors are pleased to present their 30th Board's Report togetherwith the Audited Financial Statements for the financial year ended on 31stMarch 2022.

FINANCIAL SUMMARY:

(Amt in Lakhs)

Particulars Current Year Previous Year
(2021-2022) (2020-2021)
Revenue from Operation 744.90 562.92
Other Income 140.85 75.09
Total Income 885.75 638.01
Profit before Financial cost Depreciation and Taxation 194.32 80.57
Less: Financial Cost 90.08 90.87
Less:Depreciation 5.11 3.71
Net Profit / (loss) for the year before exceptional item 98.25 110.01
Add: Exceptional Items - (95.35)
Net Profit / (loss) for the year after exceptional items 99.13 (109.35)
Less: Tax Expenses 0.89 0.66
Net Profit /(Loss) for the year after taxation 98.25 (110.01)
Add: Balance brought forward from the previous year (96.68) 13.33
Balance carried forward 1.56 (96.68)

PERFORMANCE OF THE COMPANY

Company's revenue from operations for the financial year was Rs. 885.75 lakhs higherby 38.83% over the previous year's revenue from operations of Rs. 638.01 lakhs. TheCompany has made a profit of Rs. 99.13 lakhs as against the loss of Rs. (109.35) lakhs inthe previous year.

DIVIDEND

In view of the current market scenario your Board does not recommend any dividend.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Companyhas not issued anyshares including Equity Shares Shares with Differential Voting RightsStock Options Sweat Equity etc. The Company has not bought back any equity shares duringthe year 2021-22.

DEPOSITS

During the year under review the Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014. No amount on account of principal or interest ondeposits from public was outstanding as on the date of Balance sheet.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of its knowledge and ability would like to state that:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) They had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true & fairview of the state of affairs of the company at the end of the financial year and of theprofit of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the company and for preventing and detecting fraud & other irregularities;

(d) They had prepared the Annual Accounts on a going concern basis;

(e) They had laid down Internal Financial Controls to be followed by the Company andsuch internal financial controls are adequate and are operating effectively;

(f) They had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013 the Company has placed acopy of the annual return on its website and the same is available in the InvestorsSection on www.sharemart.co.in.

DETAILS OF DIRECTORS APPOINTED/RESIGNED DURING THE YEAR

During the Year under review Mr. Nirav Patel (Additional Independent Director) wasappointed w.e.f. 8th November 2021 for a period of 5 (five) years subject toapproval of shareholders at the 30th Annual General Meeting. The noticeconvening the meeting sets out the details of his appointment.

Mr.Chirag Patelhad resigned from the Directorship of the Company w.e.f. 16thNovember 2021 due to preoccupation.

NUMBER OF MEETINGS OF THE BOARD

The details of Board Meetings convened during the year along with other details ofBoard Meetings held are given in Corporate Governance Report which forms the integralpart of this Annual Report. The maximum interval between any two meetings did not exceed120 days as prescribed in the Companies Act 2013.

COMMITTEES OF THE BOARD

As on 31st March 2022 the Board had three committees viz. the AuditCommittee the Nomination and Remuneration Committee and the Stakeholder RelationshipCommittee. A majority of the committees consist entirely of independent directors. Duringthe year all recommendations made by the committees were approved by the Board.

A detailed note on composition of Board and its committees is provided in the CorporateGovernance Report.

BOARD EVALUATION

In terms of the provisions of the Companies Act 2013 read with rules issued thereunder and the Listing Regulations the Board of Directors on recommendation of theNomination and Remuneration Committee have evaluated the effectiveness of the Board. TheBoard had also carried out an annual performance evaluation of its own performance thedirectors individually as well as the working of its various committees for the financialyear ended March 31 2022. The evaluation of the Directors was based on various aspectswhich inter alia included the level of participation in the Board Meetingsunderstanding of their roles and responsibilities decision making ability forsafeguarding the interest of the Company.

CORPORATE GOVERNANCE REPORT

Corporate Governance refers to a set of systems procedures and practices which ensuresthat the company is managed in the best interest of all stakeholders i.e. shareholdersemployees customers and society on general. Fundamentals of corporate governance includetransparency accountability and independence. Your directors strive to maintain highstandards of Corporate Governance in all its interactions with its stakeholders. TheCompany has complied with the Corporate Governance norms as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The report onCorporate Governance for the year ended 31stMarch 2022 in terms of Regulation34(3) read with Section C of Schedule V to Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport and annexed as "Annexure - A". The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceforms part of this Annual Report.

STATUTORY AUDITORS

The Shareholders at their 28th Annual General Meeting (AGM) held on 23rdSeptember 2020 had approved the appointment of M/s. Shah & Talati CharteredAccountants (Firm Registration No. 120183W) Statutory Auditors to hold office for theperiod of five years from the conclusion of 28th AGM till the conclusion of 33rdAnnual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime the Board at its meeting held on 23rd May 2022 had appointed M/s K H Rao& Co. Practicing Company Secretary to conduct Secretarial Audit for the financialyear ended March 31 2022. There was no qualification or adverse remarks made by theauditor in their report and the said Secretarial report are annexed which is forming partto this report as "Annexure - B".

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming part of the AnnualReport.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013

All the Related Party Transactions that were entered during the financial year 2021-22were on arm's length basis and in the ordinary course of business of the Company. Thusdisclosure in form AOC-2 is not required. Further there were no materially significantrelated party transactions entered by the Company during the

year with the Promoters Directors and Key Managerial Personnel which may have apotential conflict with the interest of the Company. The disclosure with related partiesis set out in the notes to accounts forming part of the Annual Report. The Company hasalso adopted a related party transactions policy which is available on the website of theCompany.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There were no material and significant orders passed by the Regulators or Court orTribunals which can have an impact on the going concern status and its future operations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the Conservation of Energy and Technology Absorptionrequired under Rule 8(3) (A) and 8(3) (B) of Companies (Accounts) Rules 2014 are notapplicable to the Company due to the nature of the industry in which it operates.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there were no foreign exchange earnings and outgo.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act 2013 with regard to CorporateSocial Responsibility (CSR) are at present not applicable on the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy for the employees forreporting genuine concerns/grievances and reporting any unethical behaviour or wrongpractices such as fraud violation of code of conduct inappropriate behaviour etc. inthe organization. This Policy provides the adequate safeguards against the victimizationof the employees who use the vigil mechanism. The VigilMechanism/Whistle Blower Policy hasbeen uploaded on the website of the Company at https://www.sharemart.co.in.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy on prevention of Sexual Harassment of women atworkplace under the provisions of the Sexual Harassment of women at workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review your Company has not received any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule V (B) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented ina separate section and forming part of this Annual Report annexed as "Annexure -C".

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Internal Financial Controls are an integral part of the management process addressingfinancial and financial reporting risks. The internal financial controls have beenembedded in the business processes. Such internal financial controls encompass policiesand procedures adopted by the Company for ensuring the orderly and efficient conduct ofbusiness including adherence to its policies safeguarding of its assets prevention anddetection of frauds and errors the accuracy and completeness of accounting records andthe timely preparation of reliable financial information. Appropriate review and controlmechanism are built in place to ensure that such control systems are adequate and areoperating effectively.

The board of directors have instituted / put in place a framework of internal financialcontrols and compliance systems which is reviewed by the management and the relevantboard committees including the audit committee and independently reviewed by theinternal statutory and secretarial auditors.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of your Company is in receipt ofremuneration requiring disclosure pursuant to the provisions of Section 197 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014; hence nosuch particulars are annexed.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to Familiarize Independent Directors about the Company.

CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidancereceived by the Company from the Securities and Exchange Board of India the StockExchanges and other government and regulatory agencies. The Board would like toacknowledge the continued support of its bankers registrars vendors clients andinvestors. The Directors also wish to place on record their gratitude and appreciation ofthe employees' hard work dedication teamwork and professionalism which has made thephenomenal growth possible year after year.

For and on behalf of the Board
For Market Creators Limited
Dr. J. H. Shah RashmikantAchaiya Date: 10th August 2022
Chairman Director Place: Vadodara

.