Maruti Infrastructure Limited
Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe financial year ended on 31st March 2020.
1. FINANCIAL RESULTS:
The Financial performance of your Company for the financial year ended on 31stMarch 2020 is summerised below:
(Rs. in Lakhs)
|Particulars ||2019-2020 ||2018-2019 |
|Total Revenue ||3217.90 ||2968.89 |
|Total Expenses ||3125.88 ||2930.83 |
|Profit / (Loss) before Tax ||92.02 ||38.06 |
|Less: Tax Expenses ||28.11 ||10.13 |
|Profit / (Loss) for the Year ||63.91 ||27.93 |
2. STATE THE COMPANY'S AFFAIRS AND OPERATIONS:
The Company is engaged in business of Infrastructure & Construction Project mainlyinto affordable EWS Housing Projects 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 2020 the total revenue of the Companywas Rs. 3217.90 Lakhs compared to Rs. 2968.89 Lakhs of previous financial year and the netprofit for the current year was Rs. 63.91 Lakhs compared to Rs. 27.93 Lakhs of theprevious year.
3. CHANGE IN NATURE OF BUSINESS:
During the Financial year 2019-2020 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 2019-2020.
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 2020 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 2020 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:
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.
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 2020 our Board comprised of 5 members consisting of 1Executive Director 1 Non Executive Non Independent Director and 3 Independent Director.
The Following is the composition of Board as on 31st March 2020:
|Name of Director ||Category |
|Mr. Nimesh Patel ||Chairman and Managing Director |
|Mrs. Hiteshi N Patel ||Non Executive Director |
|Mr. Chetan A Patel ||Independent Director |
|Mr. Niketan R Shah ||Independent Director |
|Mr. Nishit P 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 re-appointed are provided in the Notice for convening the 26thAnnual General Meeting of the Company.
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 Mr. Nimesh D. Patel (DIN: 00185400) Director of the Companyretires by rotation at the 26th Annual General Meeting and is eligible foroffers himself for re-appointment. The Board recommended his re-appointment.
Re-appointment of Managing Director :
Mr. Nimesh D. Patel was previously re-appointed as a Managing Director designated asChairman and Managing Director for the period from 1st August 2017 to 31stJuly 2020. Pursuant to the provisions of the Companies Act 2013 and the Rules farmedthereunder on the recommendation of Nomination and Remuneration Committee the Board ofDirectors has re-appointed Mr. Nimesh D. Patel (DIN: 00185400) as a Managing Directordesignated Chairman and Managing Director for a period of three years with effect from 1stAugust 2020 and concluding on 31st July 2023 subject to approval of Membersin General Meeting.
Re-appointment of Independent Director :
Pursuant to provisions of Companies Act 2013 ("the Act") the shareholdersof the Company in the 20th Annual General Meeting of the Company held on 30thSeptember 2014 appointed Mr. Chetan A. Patel Mr. Niketan R. Shah and Mr. Nishit P. Patelas Independent Directors of the Company to hold the office for a period of five (5)consecutive years upto 30th September 2019. As per the provisions of Section149 read with Section 152 and Schedule IV to the Act the aforesaid mentioned IndependentDirectors are eligible for re-appointment for a second term of five (5) consecutive years.
On the recommendation of Nomination and Remuneration Committee the Board of Directorsat its meeting held on 30th September 2019 subject to the approval of themembers in the forthcoming AGM approved the re-appointment of Independent Directors viz.Mr. Chetan A. Patel Mr. Niketan R. Shah and Mr. Nishit P. Patel to hold office for secondterm of five (5) consecutive years commencing from 30th September 2019.
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 2020:
During the financial year 2019-20 Ms. Neha Parmar resigned as a Company Secretary andCompliance officer of the Company w.e.f 09th July 2019 in place for her Mr.Alfez Solanki was appointed as a Company Secretary and Compliance Officer of the Companyw.e.f 02nd January 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 2019-20 7 (Seven) 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 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.
14. INDEPENDENT DIRECTORS MEETING:
During the year under review the Independent Directors of the Company met on 14thFebruary 2020 inter alia to discuss: i) Evaluation of Performance of Non-IndependentDirectors and the Board of Directors of the Company as a whole. ii) Evaluation ofperformance of the Chairman and / or Managing Director of the Company taking into viewsof Executive and Non-Executive Directors. iii) Evaluation of the quality content andtimelines of flow of information between the Management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors of the Company hereby state and confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2020 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 2020 and ofthe profit and loss of the company for the financial year ended 31st March2020;
(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:
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 26th 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 requirement for maintenance of cost records as specified by the Central Governmentunder subsection (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. Practicing CompanySecretaries Ahmedabad as the Secretarial Auditor to conduct the Secretarial Audit of theCompany for financial year 2019-20.
The Report of the Secretarial Audit Report is set out in an as Annexure - II' tothis report.
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 - III' to this Report.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
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 March2020 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 INTERNAL
During the financial year ended on 31st March 2020 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: Theoperations of your company are not energy intensive. However adequate measure have beeninitiated for conservation of energy. ii) The steps taken by the company for utilisingalternate sources of energy: Though the operations of the Company are not energyintensive the Company shall explore alternative source if energy as and when thenecessity arises. iii) The capital investment on energy conservation equipments: Nil
2. Technology Absorption: i) The efforts made towards technology absorption Theminimum technology requirement for the business has been absorbed ii) The benefits derivedlike product improvement cost reduction product development or import substitution Not Applicable iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)- Not Applicable (a) the detailsof technology imported; (b) the year of import; (c) whether the technology been fullyabsorbed; (d) if not fully absorbed areas where absorption has not taken place and thereasons thereof; and iv) The expenditure incurred on Research and Development NotApplicable
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 IV.
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-V.
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 2019-20 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 2020 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.
| ||For and on behalf of the Board of Directors of |
| ||MARUTI INFRASTRUCTURE LIMITED |
|Place: Ahmedabad ||NIMESH D. PATEL |
|Date: 19thAugust 2020 ||CHAIRMAN & MANAGING DIRCTOR |
| ||(DIN: 00185400) |