|BSE: 517467||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE415B01044|
|BSE 00:00 | 18 Jun||Marsons Ltd|
|NSE 05:30 | 01 Jan||Marsons Ltd|
Marsons Ltd. (MARSONS) - Director Report
Company director report
The Directors have pleasure in submitting their 40th Annual Report togetherwith the Audited Statements of Account for the period ended on March 31 2017.
The Company's financial performance for the period ended 31st March 2017 issummarized below:
(Rs. in lacs)
Operating & Financial Performance
During the year the net revenue from operations of your Company decreased from Rs.10450.63 Lacs to Rs. 10141.00. For FY 2017 your Company's loss after tax stood at Rs.946.04 Lacs vis-a-vis profit of Rs. 415.13 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
There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future.
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
There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2017 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 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.
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 / Joint Ventures / Associates
The Company has a subsidiary namely Marsons Power Limited (UK). The company also has anassociate company namely Advance Powerinfra Tech Limited. The consolidated accounts of thecompany are being disclosed in the financial Statement of the Company and are forming apart of the financial Statement and the particulars are given vide form AOC-1 enclosedwith the report and marked as Annexure -I.
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 at
With the view to conserve the resources of company your directors regret to recommendany dividend for the period under report.
The paid up Equity Share Capital as on March 31 2017 was Rs. 25 crores. During theyear under review the company has not allotted 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.
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
In accordance with the provisions of Companies Act 2013 Mr. A.S. Pillai (DIN:07152155) retires by rotation and being eligible offers himself for re-appointment.
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 31.03.2017 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 party 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 31.03.2017:
a) Mr. Ananchaperumal Pillai Subramonia Pillai Managing Director
b) Mr. Rajesh Kumar Jha Chief Financial Officer (CFO)
c) Ms. Sultana Khan Company Secretary (ACS44373)
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.
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.
The Audit Committee comprises of the following Directors:
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:
The Company's Remuneration Policy is available on the Company's websitewww.marsonsonline.coma nd 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:
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.
The shares of the Company are listed on the Bombay Stock Exchange. The Company's sharesare compulsorily traded in the dematerialized form. The ISIN number allotted isINE415B01028.
Mr. K M Roy Chartered Accountants (Membership No: 053720) Kolkata the Auditors ofyour company is retiring at the forthcoming Annual General Meeting and is eligible forre-appointment.
The appointment of Auditors is proposed for confirmation by the shareholders at theensuing AGM of the Company.
The observations of Auditors in their report read with the relevant notes to FinancialStatement are self explanatory and therefore do not require further explanations.
A Secretarial Audit was conducted during the year by the Secretarial Auditor P Dhanuka& Associates Practicing Company Secretary (C.P No. 15862) 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.There are noqualifications or observations or remarks made by the Secretarial Auditor in his Report.
M/S MST & Associates Chartered Accountants of 9A Lal Bazar Street MercantileBuilding Block-A 2nd Floor Room No. 5 Kolkata- 700 001 perform the dutiesof internal auditors of the company and their report is reviewed by the audit committeefrom time to time.
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 AnnexureVIII.
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.
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.