Maruti Infrastructure Limited
Your Directors have pleasure in presenting the 27th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe financial year ended on 31st March 2021.
1. FINANCIAL RESULTS:
The Financial performance of your Company for the financial year ended on 31stMarch 2021 is summerised below:
(Rs. in Lakhs)
|Particulars ||2020-2021 ||2019-2020 |
|Total Revenue ||3308.91 ||3217.90 |
|Total Expenses ||3208.56 ||3125.88 |
|Profit / (Loss) before Tax ||100.45 ||92.02 |
|Less: Tax Expenses ||29.49 ||28.11 |
|Profit / (Loss) for the Year ||70.96 ||63.91 |
2. STATE THE COMPANY'S AFFAIRS AND OPERATIONS:
The Company is engaged in business of Infrastructure & Construction Project mainlyinto affordable EWS Housing Project and Urban Infra Projects. The Company is affiliatedwith Professional Institutes such as Gujarat Institute of Housing and Estate Developers(GIHED) Builder Association of India (BAI) the Gujarat Institute of Civil Engineers andArchitects (GICEA) Indian Plumbing Association (IPA) Gujarat Contractor Association(GCA).
The Company is registered as approved Contractors in "AA" Class in R&BDivision for the whole of Gujarat State & Ahmedabad Municipal Corporation.
During the year ended on 31st March 2021 revenue from operation of theCompany was Rs. 3256.12 Lakhs compared to Rs. 3171.16 Lakhs of previous financial year andthe net profit for the current year was Rs. 70.96 Lakhs compared to Rs. 63.91 Lakhs of theprevious year.
3. CHANGE IN NATURE OF BUSINESS:
During the Financial year 2020-2021 there was no change in the nature of business ofthe Company.
4. TRANSFER TO RESERVES:
During the financial year under review no amount has been transferred to GeneralReserve.
In order to conserve the financial resources the Board of Directors of the Company donot recommended any dividend for the financial year 2020-2021.
The Company neither has accepted nor invited any deposit from the public within themeaning of section 73 of the Companies Act 2013 and the Rules made thereunder.
7. SHARE CAPITAL:
The paid-up equity share capital of the Company as on 31st March 2021 wasRs.1250.00 Lakhs. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THE END OFFINANCIAL YEAR:
There are no material changes and commitments except the impact of Covid-19 pandemicaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.
9. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES :
There are no holding subsidiaries joint ventures or associate company of the Company.During the financial year ended on 31st March 2021 none of the companies havebecome or ceased to be the subsidiaries joint ventures or associate companies of theCompany. The performance and financial position of subsidiaries associates and jointventures as per Rule 8(1) of the Companies (Accounts) Rules 2014 is not applicable.
10. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:
The Board of Directors of the Company has approved a policy on determining MaterialSubsidiary which is available on the website of the Company at www.marutiinfra.in. TheCompany has complied with the corporate governance requirements with respect to subsidiary/ unlisted material subsidiary as per Regulation 24 of the Listing Regulations.
11. ANNUAL RETURN:
In accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Amendment Rules 2021 the requirement of attaching extract of the annualreturn in Form MGT-9 with the Board's report is done away with. The Annual Return asreferred in Section 134(3)(a) of the Act for the financial year ended 31stMarch 2021is available on the website of the Company at www.marutiinfra.in.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
> Composition of Board:
Your Company has an appropriate mix of Executive Non-Executive and IndependentDirector for proper function of governance and management.
As on 31st March 2021 our Board comprised of 6 members consisting of
1 Non Executive Non Independent Director and
2 Executive Director
3 Independent Director.
The Following is the composition of Board as on 31st March 2021:
|Name of Director ||Category |
|Mr. Nimesh Patel ||Chairman and Managing Director |
|Mrs. Hiteshi N Patel ||Non Executive Director |
|Mr. Chetan A Patel ||Whole Time Director |
|Mr. Niketan R Shah ||Independent Director |
|Mr. Nishit P Patel ||Independent Director |
|Mrs. Dipali S. Patel ||Independent Director |
The relevant details in terms of Sub-regulation (3) of Regulation 36 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of the Directorproposed to be appointed or re-appointed are provided in the Notice for convening the 27thAnnual General Meeting of the Company.
> Cessation of Director :
Due to sudden demise of Mr. Niketan R. Shah (DIN: 00185439) on 05th April2021. He ceases to be a Director of the Company w.e.f 05th April 2021.
The Board placed on record its appreciation for the valuable services rendered by Mr.Niketan R. Shah.
> Retirement by rotation and Re-appointment of Director:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Hiteshi N. Patel (DIN: 01827517) Director of theCompany retires by rotation at the 27th Annual General Meeting and is eligiblefor offers herself for re-appointment. The Board recommended her re-appointment.
> Redesignation of Mr. Chetan A. Patel from Independent Director to Whole TimeDirector :
Mr. Chetan A. Patel was previously re-appointed as an Independent Director for theperiod from 30th September 2019 to 29th September 2024. Pursuantto the provisions of the Companies Act 2013 and the Rules framed thereunder on therecommendation of Nomination and Remuneration Committee the Board of Directors in itsmeeting held on 08th December 2020 has redesignated Mr. Chetan A. Patel (DIN:00185194) as a Whole Time Director for a period of Five years with effect from 15thDecember 2020 and concluding on 14th December 2025 subject to approval ofMembers in General Meeting.
Further on the recommendation of Nomination and Remuneration Committee the Board ofDirectors in its meeting held on 14th August 2021 revised the terms ofAppointment from 5 years to 3 years with effect from 15th December 2020 to 14thDecember 2023 subject to approval of Members in General Meeting.
> Appointment of Ms. Dipali S Patel as an Independent Director :
Pursuant to provisions of Companies Act 2013 ("the Act") on therecommendation of Nomination and Remuneration Committee The Board of Directors on 08thDecember 2020 appointed Ms. Dipali S. Patel (DIN: 08987939) as an Additional Director inthe category of Independent Director with effect from 08th December 2020 untilthe ensuing Annual General Meeting of the Company.
As per the provisions of Section 149 read with Section 152 and Schedule IV to the Actthe afore mentioned Independent Director is eligible for appointment for a period of five(5) consecutive years.
On the recommendation of Nomination and Remuneration Committee the Board of Directorsat its meeting held on 14th August 2021 subject to the approval of themembers in the forthcoming AGM approved the appointment of Ms. Dipali S. Patel as anIndependent Director of the Company to hold office for period of five (5) consecutiveyears commencing from 08th December 2020 to 07th December 2025.
> Appointment of Mr. Shrikant N Jhaveri as an Independent Director :
Pursuant to provisions of Companies Act 2013 ("the Act") on therecommendation of Nomination and Remuneration Committee the Board of Directors at itsmeeting held on 19th July 2021 appointed Mr. Shrikant N. Jhaveri (DIN:02833725) as an Additional Director in the category of Independent Director with effectfrom 19th July 2021 until the ensuing Annual General Meeting of the Company .
As per the provisions of Section 149 read with Section 152 and Schedule IV to the Actthe afore mentioned Independent Director is eligible for appointment for a period of five(5) consecutive years.
On the recommendation of Nomination and Remuneration Committee the Board of Directorsat its meeting held on 14th August 2021 subject to the approval of themembers in the forthcoming AGM approved the appointment of Mr. Shrikant N Jhaveri as anIndependent Director of the Company to hold office for period of five (5) consecutiveyears commencing from 19th July 2021 to 18th July 2026.
> Key Managerial Personnel :
Pursuant to Section 203 of the Companies Act 2013 the following are the KeyManagerial Personnel of the Company as on 31st March 2021:
|Name ||Designation |
|Mr. Nimesh D. Patel ||Chairman & Managing Director |
|Mr. Chetan A. Patel ||Whole Time Director |
|Mr. Pratik Acharya ||Chief Financial Officer |
|Mr. Alfez Solanki ||Company Secretary & Compliance Officer |
During the financial year 2020-21 Mr. Chetan A. Patel redesignated from IndependentDirector to Whole Time Director w.e.f 15th December 2020.
Except above there was no change in the Directors or Key Managerial Personnel duringthe year.
> Declaration of Independence from Independent Director :
The Company has received declaration of Independence as stipulated under section 149(7)of the Companies Act 2013 and Regulation 16(1)(b) and 25(8) of the Listing Regulationsfrom all the Independent Directors confirming that they meet the criteria of independenceand not disqualified from continuing as an Independent Director.
> Annual Performance Evaluation :
In terms of the provisions of Section 134(3)(p) the Companies Act 2013 read with Rule8(4) of the Companies (Accounts) Rules 2014 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015the Nomination and Remuneration Committee hascarried out the annual evaluation of performance of the Director/Board/ Committees ofBoard. The Board of Directors have carried out the annual evaluation of performance of itsown the directors individually as well as the evaluation of its committees. The manner inwhich the evaluation was carried out is provided in the Corporate Governance Reportwhich is part of this Annual Report.
> Nomination and Remuneration Policy:
The Company has framed and adopted the Nomination and Remuneration Policy for selectionand appointment of Directors Key Managerial Personnels (KMPs) and other employee pursuantto the provisions of Section 178(3) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The salient aspects covered inthe Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters have been outlined in the Corporate GovernanceReport which forms part of this Annual Report. The said policy is available on the websiteof the Company at www.marutiinfra.in.
> Meetings of Board:
During the financial year 2020-21 9 (Nine) Board Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
13. BOARD COMMITTEES:
The Board of Directors of your Company have already constituted various Committees incompliance with provisions of the Companies Act 2013 and / or the SEBI (ListingObligations and Disclosure Requirements) 2015 viz. Audit Committee Nomination andRemuneration Committee Stake-holders Relationship Committee and Corporate SocialResponsibility (CSR) Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference / role of the Committee are taken by the Board of Directors.
Details of the role and composition of these Committees including the number ofmeetings held during the financial year and attendance at meetings are provided inCorporate Governance Section of the Annual Report.
14. INDEPENDENT DIRECTORS MEETING:
During the year under review the Independent Directors of the Company met on 13thFebruary 2021 inter alia to discuss:
i) Evaluation of Performance of Non-Independent Directors and the Board of Directors ofthe Company as a whole.
ii) Evaluation of performance of the Chairman and / or Managing Director of theCompany taking into views of Executive and Non-executive Directors.
iii) Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Direc tors of the Company hereby state and confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;
(b) the directors had 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 as at 31st March 2021 and ofthe profit and loss of the company for the financial year ended 31st March2021;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof the applicable laws and that such systems were adequate and operating effectively.
16. AUDITORS AND AUDIT REPORTS:
> Statutory Auditors:
M/s. Philip Fernandes & Co. Chartered Accountants Ahmedabad (Firm RegistrationNo. 128122W) was appointed as Statutory Auditors of the Company at the 23rdAnnual General Meeting held on 29th September 2017 for a period of five yearsfrom the conclusion of the 23rd Annual General
Meeting till the conclusion of 28th Annual General Meeting subject toratification of the appointment by the Members at every subsequent Annual General Meeting.
Pursuant to the notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s. Philip Fernandes& Co. Chartered Accountants at the 27th Annual General Meeting.
The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer. The Notes on financial statements are selfexplanatory if any and needs no further explanation.
> Cost Auditor:
The requirement for maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.
> Secretarial Auditors:
Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration personnel) Rules 2014 the Board ofDirectors of the Company appointed M/s. Bharat Prajapati & Co. Practicing CompanySecretaries Ahmedabad as the Secretarial Auditor to conduct the Secretarial Audit of theCompany for financial year 2020-21.
The Report of the Secretarial Audit Report is set out in an as 'Annexure - I' to thisreport.
There is no qualification reservation or adverse remark in the report.
17. ANNUAL SECRETARIAL COMPLIANCE REPORT :
The Annual Secretarial Compliance Report under Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 read with SEBIcircular no: CIR/ CFD/ CMD1/27/2019 dated 8th February 2019 BSE circular no.LIST/COMP/10/2019-20 dated 9th May 2019 and BSE circular noLIST/COMP/12/2019-20 dated 14th May 2019 the Company has obtained AnnualSecretarial Compliance Report from M/s Bharat Prajapati & Co. Practicing CompanySecretary on compliance of all applicable SEBI Regulations and circulars/ guidelinesissued there under and the copy of the same shall be submitted with the Stock Exchangeswithin the prescribed due date.
18. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS
The Auditors has not reported any instance of frauds under sub-section (12) of Section143 of the Companies Act 2013 including rules made thereunder.
19. REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES:
The information required in accordance with the provisions of Section 197 (12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is set out in 'Annexure - II' to this Report.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
Details of Loan Guarantee and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
21. RELATED PARTY TRANSACTIONS:
During the year the transactions entered by the Company with related parties were inthe ordinary course of business and at arm's length basis and thus disclosure in FormAOC-2 in terms of the Companies Act 2013 is not required.
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thePolicy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board may be accessed on the Company's website atwww.marutiinfra.in.
There are no materially significant related party transactions having potentialconflict with the interest of the Company at large. The details of contracts orarrangements with related parties for the financial year ended on 31st March2021 is given in Note No. 26 of the financial statements of the Company. The AuditCommittee approved such transactions.
22. MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS AND INTERNALFINANCIAL CONTROLS:
During the financial year ended on 31st March 2021 there were nosignificant material orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future and its future operations.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
1. Conservation of Energy:
i) The steps taken or impact on conservation of energy: The operations of your companyare not energy intensive. However adequate measure have been initiated for conservationof energy.
ii) The steps taken by the company for utilising alternate sources of energy: Thoughthe operations of the Company are not energy intensive the Company shall explorealternative source if energy as and when the necessity arises.
iii) The capital investment on energy conservation equipments: Nil
2. Technology Absorption:
i) The efforts made towards technology absorption - The minimum technology requirementfor the business has been absorbed
ii) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable
iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)- Not Applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
iv) The expenditure incurred on Research and Development - Not Applicable
3. Foreign Exchange Earning and Outgo: NIL
24. CORPORATE GOVERNANCE:
In compliance with provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate report on Corporate Governance along with acertificate from the Auditors of the Company regarding compliance of conditions ofcorporate governance forming a part of this report and is annexed as Annexure - III.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report is annexedafter the Directors' Report and forming a part of this report and is annexed asAnnexure-IV.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has put in place adequate internal financial controls with reference to thefinancial statements. During the financial year such internal financial controls wereoperating effectively and it is commensurate with the size scale and complexity of theCompany and the nature of business of the Company.
27. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as per Regulation 34(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to theCompany as the Company does not fall under top 1000 listed Companies on the basis ofmarket capitalization.
28. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top 500 listed entities based on market capitalizationare required to formulate a Dividend Distribution Policy. Accordingly your Company is notrequired to formulate the Dividend Distribution Policy.
29. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:
The provisions relating to establish a Corporate Social Responsibility Committee andCorporate Social Responsibility activities are not applicable to the Company. However asa good governance practice the Company has constituted the Corporate SocialResponsibility (CSR) Committee. Details of the role and composition of the Committee areprovided in Corporate Governance Section of the Annual Report.
30. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/VigilMechanism Policy in compliance with the provision of Section 177 (9) & (10) of theCompanies Act 2013 and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy provides for a framework and process wherebyconcerns can be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them. The Policy of vigilMechanism of the Company is available on the website of the Company at www.marutiinfra.in.
31. SECRETARIAL STANDARDS:
During the year under review the Company has complied with the applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
32. RISK MANAGEMENT POLICY:
The Board reviews the risks associated with the Company every year while consideringthe business plan. Considering the size of the Company and its activities it is felt thatthe development and implementation of a Risk Management Policy is not relevant to theCompany and in the opinion of the Board there are no risks which may threaten theexistence of the Company.
33. SEXUAL HARASSMENT POLICY:
The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and during the financial year 2020-21 the Companyhas not received any complaints under the said Act.
34. AFFIRMATION AND DISCLOSURE:
All the Members of the Board and the Senior Management Personnel have affirmed theircompliance with the Code of Conduct as on 31st March 2021 and a declaration to thateffect signed by the Managing Director forms an integral part of this report.
Your Directors wish to place on record their sincere appreciation and gratitude for thevaluable support and co-operation received from the Customers and Suppliers variousFinancial Institutions Banks Government Authorities Auditors and Shareholders duringthe year under review. Your Directors wish to place on record their deep sense ofappreciation for the devoted services of the Executives Staff and Workers of the Companyfor its success.