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Marsons Ltd.

BSE: 517467 Sector: Engineering
NSE: N.A. ISIN Code: INE415B01044
BSE 00:00 | 05 Aug 9.21 -0.04
(-0.43%)
OPEN

9.25

HIGH

9.25

LOW

9.01

NSE 05:30 | 01 Jan Marsons Ltd
OPEN 9.25
PREVIOUS CLOSE 9.25
VOLUME 1127
52-Week high 13.22
52-Week low 4.15
P/E
Mkt Cap.(Rs cr) 115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.25
CLOSE 9.25
VOLUME 1127
52-Week high 13.22
52-Week low 4.15
P/E
Mkt Cap.(Rs cr) 115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Marsons Ltd. (MARSONS) - Director Report

Company director report

Dear Members

The Directors have pleasure in submitting their 43rd Annual Report togetherwith the Audited Statements of Account for the period ended on March 31 2020.

Financial Performance:

The Company's financial performance for the period ended 31st March 2020 issummarized below:

(a) Standalone (Rs. in lacs)

Financial Result Year Ended 31.03.2019 Year Ended 31.03.2019
Total Revenue 4.98 (56.77)
Profit /(Loss) Before Tax (298.56) (2333.72)
Profit /(Loss) After Tax (298.56) (2158.03)
EPS (Rs) (0.24) (8.63)

Operating & Financial Performance

During the year the net revenue from operations of your Company increased from Rs.(56.77) Lacs to Rs. 4.98 Lacs. For FY 2019-20 your Company's loss after tax stood at Rs.(298.56) Lacs vis-a-vis loss of (2158.03) 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 ortribunals impacting the going concern status and company's operations in future

One of the Creditor Ritesh More had filed an application before NCLT Court Kolkataunder Sec 9 of the Insolvency and Bankruptcy Code 2016. The same was accepted vide orderNo. (IB) No. 628/KB/2018 along with CA(IB) Nos. 366 & 367/KB/2019 by the NCLT Court on20th June 2018.

Pursuant to an Order Corporate Insolvency Resolution Process (CIRP) has been initiatedfor Marsons Limited as per the provisions of the Insolvency and Bankruptcy Code 2016. Asper the order Mr. Sanjit Kumar Nayak Interim Resolution Professional has been appointedfor carrying out the CIRP of the Company. Upon initiation of CIRP the powers of the Boardof Directors of the Company have been suspended and shall be exercised by the InterimResolution Professional.

The Company has received a final order dated 9th May 2019 from NCLT Court KolkataBench upon successful approval of Resolution Plan filed by one of the Bidder M/s YashodaInn Private Limited jointly with their Technical Partner M/s Uneecops Solar PrivateLimited . A Monitoring Committee has been formed to look after the successfulimplementation of the Resolution Plan.

As per the NCLT Order the existing Board gets dissolved and New Management has takenover the Company. As per the Resolution Plan approved by NCLT court RA shall appointDirectors to take over the Management of the Company for better operations on completionof tenor of the Monitoring Committee. The RA shall appoint upto 3 directors who may be inexecutive/non- executive director capacity.

The Constitution Of The Board With Regard To Managing Director Executive Directors AsWell As Non-Executive Directors Will Be Decided Later On. CEO CFO CS Etc. For TheCompany Will Be Appointed At The Later Stage By The Board.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

The Company was under Corporate Insolvency Resolution Process since 20.06.2018 as perthe NCLT Order No.(IB) No. 628/KB/2018 along with CA(IB) Nos. 366 & 367/KB/2019. TheCompany has received a final order dated 9th May 2019 from NCLT Court Kolkata Bench uponsuccessful approval of Resolution Plan filed by one of the Bidder M/s Yashoda Inn PrivateLimited jointly with their Technical Partner M/s Uneecops Solar Private Limited .

Management Discussion and Analysis Report Industry Trend and Development

The Company is engaged in manufacturing of transformers in the capacity range of 100MVA132KV class. The demand for the Company's product in coming years will increasesignificantly. The expansion of infrastructure industry and real estate businessextensive rural electrification programme of the Government development of shoppingmalls complexes etc. demands various type of transformers and the Company in thisindustry with flexibility will survive and have a bright future.

Opportunities and Threats

The company has taken steps to upgrade its facility for manufacturing of transformersupto 100 MVA 220 KV Class from the present capacity of 100 MVA 132 KV Class. With this theBoard has also decided to diversify into the field of EPC Contracts in Power Sector andthe negotiations with major players in this field are at concrete stage. The Company'snature of business is capital intensive and hence any delay in cycle causes huge interestloss and marks the bottom line of the Company.

Risk and Concern

The threat is also from unorganized small scale entrepreneurs who sometimes run awaywith big orders due to their small set up cost. The nature of industry demands blocking ofcapital 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 ison Power and Infrastructure sector. Meanwhile Eastern and North Eastern region iswitnessing the maximum development in the power sector. We are in a commanding positionfor all North Eastern demand of these Large Transformers as we are at the gateway to theentire region.

Subsidiary / loint Ventures / Associates

The Company does not have any Subsidiary / Associate Company at the end of theFinancial Year. Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Company's Policies on Remuneration Employee Concern (Whistle Blowing) and also theCode of Conduct applicable to Directors and Employees of the Company have been compliedwith. These Policies and the Code of Conduct are available on the Company's website atwww.marsonsonline.com.

Dividend

With the view to conserve the resources of company your directors regret to recommendany dividend for the period under report.

Share Capital

As per the Resolution Plan Capital approved by the NCLT Court vide order dated 9thMay 2019 Reduction of Share Capital through Reduction in Face Value of Equity Shares fromRs. 10 each to Re. 0.20 each and thereafter Consolidation of Face Value of Shares from Re.0.20 each to Re. 1 each has taken place resulting in Total Paid up capital amounting toRs. 5000000/- (5000000 shares of Re. 1 each). During the year the Company hasallotted 10 crores shares to the Resolution Applicant (i.e. M/s Yashoda Inn Pvt. Ltd.)and 2 crores to Investor M/s Silvetoss Shoppers Pvt. Ltd. under Promoter/Promoter GroupCategory on Preferential basis. The Total Paid up capital of the Company as on 31stMarch is Rs. 12.50 Cr.

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 isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.

Board of Directors

As per the Resolution Plan approved by NCLT Court existing Board gets dissolved andnew management has taken over the Company. Therefore Mr. Akhilesh Kotia Mr. A. S. Pillaiand Ms. Uttara Sharma has resigned from the Board w.e.f 31.05.2019. Mr. Subhash KumarAgarwala Mr.

Rajesh Kumar Agarwal and Mr. Binay Kumar Agarwal have been inducted in the Board w.e.f

31.05.2019. Mr. Sanjay Kumar Rai has been appointed as the CFO of the Company w.e.f10.08.2019. Ms.Uttara Sharma (M. No. A48464) has been appointed as the Company Secretaryand Compliance Officer of the Company w.e.f 14.02.2020. Ms. Sutama Chowdhury(DIN:08566836) has been appointed as the Women cum Independent Director w.e.f 14.02.2020.

All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website:www.marsonsonline.com. All Directors have confirmed compliance with provisions of section164 of the Companies Act 2013.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees andattendance of Directors is given separately in the attached Corporate Governance Report.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31.03.2020 and state that :

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(ii) 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 profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) There is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related parties transactions in accordance with provisions of section 188 of thecompanies Act 2013 and as identified by Management and Auditors are disclosed in AOC-2form vide Annexure-II.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at www.marsonsonline.com. None of the Directors has any pecuniaryrelationships or transactions vis-a-vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliancewith the provisions of Section 203 of the Companies Act 2013 as on 31.03.2020:

a) Mr. Binay Kumar Agarwal Wholetime Director

b) Ms. Uttara Sharma Company Secretary

c) Mr. Sanjay Kumar Rai CFO

Board Evaluation

Pursuant to the provisions of Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Guidance Note on Board Evaluation issued bySEBI dated 05.01.2017 the Board has carried out annual performance evaluation of its ownperformance the directors individually as well the evaluation of the working of itscommittee.

Corporate Governance

Report on Corporate Governance along with the certificate thereon is separatelyattached as Annexure III and Annexure IV respectively and forms a part of the Directors'Report.

Audit Committee

The Audit Committee comprises of the following Directors:

Name Status Category
Ms. Sutama Chowdhury Chairperson Independent Director
Mr. Binay Kumar Agarwal Member Wholetime director
Mr. Subhash Kumar Agarwala Member Director

During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

Name Status Category
Ms. Sutama Chowdhury Chairperson Independent Director
Mr. Binay Kumar Agarwal Member Wholetime Director
Mr. Subhash Kumar Agarwala Member Director

The Company's Remuneration Policy is available on the Company's websitewww.marsonsonline.com and is attached as Annexure -V and forms part of this Report of theDirectors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

Name Status Category
Ms. Sutama Chowdhury Chairperson Independent Director
Mr.Binay Kumar Agarwal Member Wholetime Director
Mr. Subhash Kumar Agarwala Member Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policywhich is available on the Company's website www.marsonsonline.com

Corporate Social Responsibility

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange. The Company's sharesare compulsorily traded in the dematerialized form.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor Sultana K& Associates Practicing Company Secretary (C.P No. 20815) in accordance with theprovisions of section 204 of the Companies Act 2013. The Secretarial Auditor's Report isattached as Annexure- VI and forms a part of this Report of the Directors.

Internal Auditor

M/S Majumdar Mukherjee & Associates Chartered Accountants (Reg. No. 328976E) of64/81 K.B. Sarani Kolkata- 700037 perform the duties of internal auditors of the companyand 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 nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014. TheCompany has accepted loan from the directors as detailed in the statement of accounts. Thedirectors have confirmed that these loans have not been given from the borrowed sources/funds.

Loans guarantees and investments

It is the Company's policy not to give loans directly or indirectly to any person orto other body corporate or give any guarantee or provide any security in connection with aloan 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 ForeignExchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is attached as Annexure - VII and forms a part of thisReport of the Directors.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure VIII.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect ofemployees of the Company is attached here as Annexure-IX and forms a part of theDirectors' Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

Your Directors state that during the year an Internal Complaint Committee has beenformed 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 nocases reported in respect to above mentioned Act.

Investor Education and Protection Fund (IEPF)

The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due tobe transferred to Investor Education & Protection Fund ("IEPF") after aperiod of 7 (seven) years. Your Directors therefore suggest you to claim the unpaiddividend before the last date. Pursuant to the provisions of Section 124(6) of theCompanies Act 2013 Investor Education and Protection Fund Authority Accounting AuditTransfer and Refund) Rules 2016 (including amendments thereof) read with circulars andnotifications issued there under all the shares in respect of which dividend has not beenpaid or claimed for 7 consecutive years or more shall be transferred by the Company in thename of Investor Education and Protection Fund (IEPF). In accordance with the aforesaidprovisions the Company is yet to transfer equity shares to Investor Education ProtectionFund (IEPF) those who had not claimed dividend for a period of 7 years with effect fromthe FY 2011-12 as per the IEPF Rules notified by the Central Govt. from time to time.

Any shareholder whose shares are transferred to IEPF can claim the shares as per theIEPF rules made there under by making an online application in Form IEPF-5 (available onwww.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to theCompany.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates consultants and members of the company for their valuable guidance andsupport.

Registered Office:

Marsons House Budge Budge Trunk Road Vill.-Chakmir P.O. Maheshtala Kolkata-700 142CIN:L31102WB1976PLC030676 Phone:033-2212 7189 Fax: 033-2212 7189E-Mail:info@marsonsonline.com Website:www.marsonsonline.com Dated: 13.11.2020

On behalf of the Board

Sd/- Sd/-
Binay Kumar Agarwal Subhash Kumar Agarwala
Director Director
(DIN:00566931) (DIN: 00566977)

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