Maruti Infrastructure Limited Ahmedabad
Your Directors have pleasure in presenting the 25th Annual Report of yourCompany for the financial year ended on 31st March 2019.
The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under section 133 of the Companies Act2013 read with Rule 7 of the (Companies Accounts) Rules 2014.
The Financial performance of the Company for the year ended on 31st March2019 is summerised below:
| || ||(RS. IN LAKHS) |
|PARTICULARS ||Current Year 2018-19 ||Previous Year 2017-18 |
|Total Revenue ||2968.89 ||2232.99 |
|Total Expenses ||2930.83 ||2152.62 |
|Profit / (Loss) before Tax ||38.06 ||80.37 |
|Less: tax expenses ||10.13 ||23.53 |
|Profit / (Loss) for the Year ||27.93 ||56.84 |
STATE THE COMPANY'S AFFAIRS AND OPERATIONS:
The Company is engaged in infrastructure Business. The Company is recognized by GujaratInstitute of Housing and Estate Developers (GIHED) Builder Association of India (BAI)Ahmedabad Urban Development Authorities (AUDA) and has also affiliated with ProfessionalInstitutes such as the Gujarat Institute of Civil Engineers and Architects (GICEA) IndianPlumbing 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.
During the year ended on 31st March 2019 the total revenue of the Companywas Rs. 2968.89 Lakhs compared to Rs. 2232.99 Lakhs of previous financial year and the netprofit for the current year was Rs. 27.93 Lakhs compared to Rs. 56.84 Lakhs of theprevious year.
CHANGE IN NATURE OF BUSINESS:
During the year under Report there was no change in the nature of business of theCompany.
TRANSFER TO RESERVES:
The Board of Directors do not propose to carry any amount to reserves.
In order to conserve the financial resources the Board of Directors of the Company donot recommended any dividend for the financial year 2018-19.
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.
The paid-up equity share capital of the Company as on 31st March 2019 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL POSITION AFTER THE END OFFINANCIAL YEAR:
There are no any material changes and commitments occurred after the end of thefinancial year which is affecting the financial position of the Company.
THE NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
There are no holding subsidiaries joint ventures or associate company of the Company.During the financial year ended on 31st March 2019 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.
The extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isset out as Annexure - I' to this report and same is also available on the on thewebsite of the Company at www.marutiinfra.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2019 the Board was consisting of Shri Nimesh D. Patel(Chairman & Managing Director) Smt. Hiteshi N. Patel (Director) Shri Chetan A. Patel(Independent Director) Shri Niketan R. Shah (Independent Director) and Shri Nishit P.Patel (Independent Director).
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Smt. Hiteshi N. Patel (DIN: 01827517) Director of theCompany retires by rotation at the 25th Annual General Meeting and is eligiblefor offers herself for re-appointment.
During the financial year 2018-19 Ms. Neha Parmar was appointed as a Company Secretaryand Shri. Pratik Acharya was appointed with as a Chief Financial Officer effect from 1stJuly 2018.
Except above there was no change in the Directors or Key Managerial Personnel duringthe year.
The Company has received declaration of Independence as stipulated under section 149(7)of the Companies Act 2013 and Regulation 16(b) of the Listing Regulations from all theIndependent Directors confirming that they meet the criteria of independence and notdisqualified 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 2015 the Board of Directors have carried out theannual evaluation of performance of its own the directors individually as well as theevaluation of its committees. The manner in which the evaluation was carried out isprovided in the Corporate Governance Report which is part of this Annual Report.
NOMINATION AND REMUNERATION POLICY FOR DIRECTORS KMPS AND OTHER EMPLOYEES:
The Company has framed and adopted the Nomination and Remuneration Policy for selectionand appointment of Directors Key Managerial Personnels (KMPs) and other employeespursuant to the provisions of Section 178(3) of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The salient aspectscovered in the 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 2018-19 8 (Eight) 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.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act 2013 the Board of Directors of theCompany hereby state and confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating 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 at 31st March 2019 and of theprofit and loss of the company for the year ended 31st March 2019;
(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.
AUDITORS AND AUDIT:
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 of28th Annual General Meeting subject to ratification of the appointment by theMembers 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 25th 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.
The Auditors has not reported any frauds under sub-section (12) of Section 143 of theCompanies Act 2013.
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.
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. Company SecretariesAhmedabad as the Secretarial Auditor to conduct the Secretarial Audit of the Company forfinancial year 2018-19.
The Report of the Secretarial Audit Report is set out in an annexure as Annexure- II' to this report. In connection with the auditors' observation in the SecretarialAudit Report the explanation / clarification of the Board of Directors is as under: (i)With regard to the appointment of Chief Financial Officer and Company Secretary it isclarified that the Company has appointed Chief Financial Officer and Company Secretarywith effect from 1st July 2018.
PARTICULARS OF EMPLOYEES:
The particulars of employees in accordance with the provisions of Section 197 (12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out in an Annexed - III'to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 OF THE COMPANIES ACT 2013:
During the year the transactions entered by the Company with related parties were inthe ordinary course of business and at arm's length basis. The details of contracts orarrangements with related parties for the financial year ended on 31st March2019 is given in Note No. 26 of the financial statements of the Company. The AuditCommittee approved such transactions.
During the financial year 2018-19 the Company did not have any material pecuniaryrelationship or transactions with Non-Executive Directors. In the preparation of financialstatements the Company has followed the Accounting Standards. The significant accountingpolicies which are applied have been set out in the Notes to Financial Statements. Thereare no materially significant related party transactions having potential conflict withthe interest of the Company at large.
MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS AND INTERNAL FINANCIALCONTROLS:
During the financial year ended on 31st March 2019 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.
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: Throughthe 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 technologyrequirement for 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
In compliance with provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate report on Corporate Governance along with acertificate from a the Auditors of the Company regarding compliance of conditions ofcorporate governance forming a part of this report.
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.
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.
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(10) of the Companies Act2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The policy provides for a framework and process whereby concerns can beraised by its employees against any kind of discrimination harassment victimization orany other unfair practice being adopted against them. The Policy of vigil Mechanism of theCompany is available on the website of the Company at www.marutiinfra.in.
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 Stakeholders 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.
INDEPENDENT DIRECTORS MEETING:
During the year under review the Independent Directors of the Company met on 14thAugust 2018 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.
During the year under review the Company has complied with the applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
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.
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 2018-19 the Companyhas not received any complaints under the said Act.
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.
| ||For and on behalf of the Board of Directors of |
| ||Maruti Infrastructure Limited |
|Place: Ahmedabad ||Nimesh D. Patel |
|Date: 14th August 2019 ||Chairman & Managing Director |
| ||(DIN: 00185400) |