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Marsons Ltd.

BSE: 517467 Sector: Engineering
NSE: N.A. ISIN Code: INE415B01044
BSE 00:00 | 18 Jun Marsons Ltd
NSE 05:30 | 01 Jan Marsons Ltd
OPEN 1.97
PREVIOUS CLOSE 1.95
VOLUME 503
52-Week high 1.97
52-Week low 0.90
P/E
Mkt Cap.(Rs cr) 24
Buy Price 1.80
Buy Qty 1978.00
Sell Price 1.95
Sell Qty 5000.00
OPEN 1.97
CLOSE 1.95
VOLUME 503
52-Week high 1.97
52-Week low 0.90
P/E
Mkt Cap.(Rs cr) 24
Buy Price 1.80
Buy Qty 1978.00
Sell Price 1.95
Sell Qty 5000.00

Marsons Ltd. (MARSONS) - Director Report

Company director report

Dear Members

The Directors have pleasure in submitting their 40th Annual Report togetherwith the Audited Statements of Account for the period ended on March 31 2017.

Financial Performance:

The Company's financial performance for the period ended 31st March 2017 issummarized below:

(a) Standalone

(Rs. in lacs)

Financial Result Year Ended 31.03.2017 Period Ended31.03.2016
Total Revenue 10141.66 10450.63
Profit /(Loss) Before Tax (765.13) 343.60
Profit /(Loss) After Tax (946.04) 415.13
EPS (Rs) (3.78) 1.66
(b) Consolidated (Rs. in lacs)
Financial Result Year Ended 31.03.2017 Period Ended 31.03.2016
Total Revenue 10141.66 10450.63
Profit /(Loss) Before Tax (765.13) 343.60
Profit /(Loss) After Tax (988.30) 428.83
EPS(Rs.) (3.78) 1.72

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.

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 / 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 www.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

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.

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

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)

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. Divya Arora Chairperson Independent Director
Mrs. Trina Sinha Member Independent Director
Mr. Akhilesh Kotia 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. Divya Arora Chairperson Independent Director
Mrs. Trina Sinha Member Independent Director
Mr. Akhilesh Kotia Member Director

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:

Name Status Category
Ms. Divya Arora Chairperson Independent Director
Mrs. Trina Sinha Member Independent Director
Mr. Akhilesh Kotia 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. The ISIN number allotted isINE415B01028.

Statutory Audit

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.

Secretarial Audit

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.

Internal Auditor

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.

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 AnnexureVIII.

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.

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 On behalf of the Board
Budge Budge Trunk Road
Vill.-Chakmir P.O. Maheshtala
Kolkata-700 142 Sd/-
CIN:L31102WB1976PLC030676 (AkhileshKotia)
Phone:033-2212 7189 Chairman
Fax: 033-2212 7189 (DIN:0007677)
E-Mail:info@marsonsonline.com
Website:www.marsonsonline.com
Dated: 02/06/2017