Maruti Securities Limited.
Your Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith Audited Accounts of the Company for the year ended 31st March 2021.
Your Directors report that your Company has reported Rs.0.11 lakhs income from otherincome and a Gross Loss before tax of Rs.15.30 Lakhs as against Gross Loss before tax ofRs.16.80 Lakhs in the previous year respectively.
|Particulars ||2020-2021 ||2019-2020 |
| ||in Rupees ||in Rupees |
|Gross Income ||11437 ||13358 |
|Profit before Tax (+)/Loss(-) ||(1530383) ||(1680627) |
|Provision for Tax ||NIL ||NIL |
|Profit after Tax (+)/Loss(-) ||(1530383) ||(1680627) |
|Deferred Income Tax Assets /Liabilities during the year ||NIL ||NIL |
|Profit/(Loss) from the period from ||(1530383) ||(1680627) |
|Continuing operations Profitless) at the beginning of the year ||(384631715) ||(382951088) |
|Profit/(Loss) for the end of the period ||(386094137) ||(384631715) |
The Company incurred a loss of Rs.1530.383/- during the financial year 2020-21.
In view of the loss earned out for the previous financial years including current yearyour Directors express their inability to recommend payment of dividend on equity sharesto the members and on preference shares to the preference share holders.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to ITAT Order in favour of the Company for the Asst.Year 2005-06 2006-072007-08 2008-09 2009-10 2010-11 2011-12 and 2013-14 the Income Tax Department havepreferred an appeal in the High Court of Telangana challenging the ITAT Order.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks.
The Country's economic scenario has many challenges to overcome the financial liquidityin the economy and to obtain growth of 6% to 7% for the current financial year. GlobalEconomy continues to face threats s of imposing additional duties to overcome and curtailexcess supply from other developed nations. The Government s thrust on infrastructure andgrowth in the industrialization with huge investments the economic activity continuous togrow at a single digit growth.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /INDUSTRIAL RELATIONS FRONT INCLUDING NUMBEROF PEOPLE EMPLOYED
The Human Relations in the organization have been cordial. Your Company believes thatman power is its greatest asset and endeavors to improve employee welfare at all times.
Foreign exchange earnings and outflows are: NIL
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith.
The Auditors' Report to the members read together with the relevant notes thereon areself explanatory and hence do not warrant any comments under Section 134 of the CompaniesAct 2013.
The members at its Annual General meeting held on 28th September. 2017 pursuant to theprovisions of the Section 139 and other applicable provisions of the Companies Act 2013appointed M/s P C N & Associates (FRN: 016016S) Chartered Accountants Hyderabad asStatutory Auditors of the Company to hold office up to the conclusion of 28thAnnual General Meeting to held in the year 2022.
However pursuant to the amendments made to Section 139 Act by the Companies(Amendment) Act 2017 effective from May 7 2018. the requirement of seeking ratificationof the members for appointment of Statutory Auditors has been withdrawn. In view of thesame the ratification of members for continuance of appointed M/s. P C N &Associates Chartered Accountants as the Statutory Auditors of the Company is not beingsought
In this Regard M/s. PCN & Associates has provided a declaration stating that theyare not disqualified to continue to act as the Statutory Auditors of the Company.
Corporate Governance report and Auditors' Certificate regarding Compliance ofconditions of Corporate Governance are made a part of the Annual Report as per theAnnexure-A.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has earned out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit andNomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
Nine Board meetings were held during the financial year 2020-21.
The dates on which the above Board meetings were held are as follows: 25th May 2020 22ndJune 2020 27th July 2020 24th August 2020. 28th September 202027th October 2020 21st December 2020 28th January 2021 and 31st March 2021.
At the 25th Annual General Meeting of the Company held on 28th September 2019 theMembers of the Company had appointed Independent Directors of the Company for a period of5 years. All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
b. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2021 and of the profit and loss of the company for thatperiod;
c. That 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;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
During the year ended March 31 2021 the Company does not have any materiallisted/unlisted subsidiary companies. The policy on determining material unlistedsubsidiary of the Company is approved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Mr.SripathiVamshikrishna Chairman Audit Committee through email or by correspondence through post
Familiarisation programme for Independent Directors
The Company has formulated a programme for familiarising the Independent Directors withthe Company their roles rights responsibilities in the company nature of the industryin which the company operates business model of the company etc through variousinitiatives.
Key Managerial Personnel
Srinivas Bade. Managing Director B. Arun Chief Financial Officer and Someswara RaoG.. Company Secretary and Compliance Officer of the Company were appointed as KeyManagerial Personnel in accordance with the Section 203 of the Companies Act 2013.
Related Party Transaction
No related party transactions were entered into during the financial year under reviewthere are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. The same was discussed bythe Audit Committee as also the Board. The policy on Related Party Transactions asapproved by the Board. None of the Directors has any pecuniary relationships ortransactions vis-^-vis the Company.
Accordingly the disclosure of related party transactions as required in Form AOC- 2pursuant to Rule 8 (2) of the Companies (Accounts) Rules 2014 are not required.
The Policy on materiality of RPTs stipulating the threshold limits and also on dealingwith pursuant to SEBI Listing Regulations has been placed on the Company's website.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering ailthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. the Secretarial AuditReport is in Form No. MR-3 obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattnbutes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant matenal orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
DEMATERIALISATION OF SECURITIES
As Members are aware your Company's equity shares are compulsorily tradable inelectronic form. As on March 31 2021 90.82% of your Company's paid up Capitalrepresenting 4541065 equity shares are in dematerialized form. In view of numerousadvantages emanating from the depository system. Members holding equity shares in physicalmode are requested to avail the facility of dematerialization of the Company's shares oneither of the depositories i.e. CDSL/NSDL.
Your directors have pleasure in recording their appreciation of co-operation extendedto the Company by the Bankers and employees.
| ||For and on behalf of the Board |
| ||B.Srinivas ||B. Kavitha |
| ||Managing Director ||Director |
|Place: Secunderabad || || |
| ||B. Arun ||Someswara Rao G |
|Date: 16-8-2021 ||CFO ||Company Secretary |