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Marvel Decor Ltd.

BSE: 535059 Sector: Industrials
NSE: MDL ISIN Code: INE575Z01010
BSE 05:30 | 01 Jan Marvel Decor Ltd
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Marvel Decor Ltd. (MDL) - Director Report

Company director report

To

The Members

Marvel Decor Limited

Your Directors are delighted to present Twenty Forth Annual Report on the business andoperations of your Company together with the Audited Financial Statement of the companyfor the financial year ended March 31 2020.

1. FINANCIAL PERFORMANCE

Results For FY ended on March 31 2019 For FY ended on March 31 2019
(Rs. in Lac) (Rs. in Lac)
Revenue from Operation 2908.04 3404.01
Other operation income 172.98 68.18
Total Revenue 3081.02 3472.19
Total Expenditure except Dep. & Financial Cost 2439.78 2711.16
Profit before Depreciation Financial Cost & Tax 641.24 761.03
Depreciation and Amortization 184.18 188.69
Profit before Financial Cost & Tax 457.06 572.34
Financial Cost 122.06 43.69
Profit before Tax 335.00 528.65
Less:Taxation 89.50 141.70
Profit for the year 245.50 386.95

Consolidated Figures:

Total Revenue: Rs. 3049.62 Lac Profit Before Tax: Rs. 161.19 Lac Profit After Tax: Rs.71.69 Lac

Net Profit (After Minority Interest Adjustment): Rs. 116.80 Lac

2 RESULTS OF OPERATIONS:

During the FY 2019-20 Company has achieved total Revenue of Rs. 3081.02 Lac resultingunder review as compared to revenue of Rs. 3472.19 Lac during the previous FY 2018-19. Theoperating profit (profit after tax) is Rs. 245.50 Lac in current financial year ascompared to Rs. 386.95 Lac during the previous financial year.

3 DIVIDEND:

The Company does not recommend any dividend for the year ended 31 st March 2020.

4 TRANSFER TO RESERVES:

During the FY 2019-20 Out of Total Profit of Rs. 24550221/- 10% amount i.e. Rs.2455022/- is transferred to General Reserve and Remaining portion i.e. Rs. 22095199/-is added to surplus.

5 SHARE CAPITAL:

The paid up share capital of the company as on 31st March 2020 was Rs. 170401400.

6 LISTING OF SHARES:

All the equity shares of Company are listed on the Emerge Platform of National StockExchange. Further Listing fees for the year 2019-20 has been paid.

7 DEMATERIALIZATION OF SHARES:

The Company has entered into Tripartite Agreement dated March 12018 with thedepositories national Securities Depository Limited and Central Depository Service(India) Limited for providing Demat facility to its Shareholders. For the purpose thecompany has appointed M/s. Bigshare Services Private Limited as its registrar and ShareTransfer Agent. Further all the outstanding shares of the company as on 31st March 2020are in dematerialized form.

8 REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Directors have taken various measures to control the cost and to increase theturnover and profitability and are hopeful barring unforeseen circumstances to achievebetter results. More precisely described in Management Discussion Report.

9 CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company regarding Compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed herewith as "Annexure-I".

10 DEPOSITS:

Company has not accepted any deposits within the meaning of Section 73 of the companiesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.

11 DIRECTOR'S RESPONSIBILITY STATEMENT:

The Board of Directors of the Company confirms::

a) In the preparation of the annual accounts for the financial year 2019-20 theapplicable accounting standards have been followed and that no material departures havebeen made from the same.

b) 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 statement of profit and loss of the company for the financial year.

11 DIRECTOR'S RESPONSIBILITY STATEMENT:

c) The Directors have 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 have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

12 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 Report on Management Discussion and Analysis Report is annexed herewithas "Annexure- II".

13 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed herewith as "Annexure III" to this Report.

14 DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

Pursuant to Provision of Section 135 of Companies Act 2013 and rules made thereunderCompany Constituted Corporate Social Responsibility Committee and adopted CSR Policy atBoard of Directors held on August 28 2019.

The composition and terms of reference of the Corporate Social Responsibility Committeeis provided in the Corporate Governance Report. Further Annual report on CSR activitiesas required under the Companies (Corporate Social Responsibility Policy) Rules 2014 hasbeen appended as "Annexure-IV' to this Report.

15 BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee. The manner in which theevaluation has been carried out is mentioned in the Corporate Governance Report.

16 CHANGE IN NATURE OF BUSNIESS:

There is no change in nature of business of the Company during the year under review.

17 EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished herewith as "Annexure V" and is attached to this Report.

18 SIGNIFICANT AND MATERIAL ORDERS:

There are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

19 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• In 23rd Annual General Meeting Ms. Urmi Ashok Paun (DIN: 01662228) Directorand Chief Financial Officer was retired by rotation being eligible offered herself forthe reappointment and she was duly reappointed in accordance with the provisions ofsection 152 of the Companies Act 2013 and the AOA of the Company.

19 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Except this no change in Directors and Key Managerial Personnel have takenplace during the financial year.

• Further in upcoming 24th Annual General Meeting Mr. Dipak R. Paun (DIN:01662090) Whoietime Director is liable to be retire by rotation and being eligibleoffered himself for reappointment.

20 MEETING OF THE BOARD AND AUDIT COMMITTEE:

The details of the number of Board and Committee Meetings of your Company are set outin the Corporate Governance Report which forms part of this report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

21 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During year under review Company has not given any Loan provided any Guarantees undersection 186 of the Companies Act 2013. However during the year under review investmentin M/s. Callistus Blinds Middle East (FZC) is raised to 72% in M/s. Callistus BlindsMiddle East (FZC) a Subsidiary Company incorporated outside India.

Company has made Investment by acquiring 100% ordinary shares of M/s. Callistus UKLimited after end of Financial Year 2019-20. Hence M/s. Callistus UK Limited has becomewholly owned Subsidiary after end of Financial Year.

22 STATUTORY AUDITOR SECRETARIAL AUDITOR AND COST AUDITOR:

STATUTORY AUDITOR:

At the 23rd Annual General Meeting M/s. S. S. Tejwani & Co. (Prop. CA SureshShankarbhai Tejwani) Chartered Accountants Jamnagar (Registration No. 128519W andMembership No. 127383) were appointed as statutory auditors of the Company to hold officeforfive consecutive years till the conclusion of 28th Annual General Meeting of theCompany.

The Report given by the M/s. S. S. Tejwani & Co. (Registration No. 128519W)Chartered Accountants on the financial statements of the Company for financial year2019-20 is part of the Annual Report.

SECRETARIAL AUDITOR:

Pursuant to provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed M/s. N S Dave & Associates (Proprietor Mr. Nandish S. Dave) a whole timeCompany Secretary in practice having Membership No. 13946 to undertake the SecretarialAudit of the Company.

As required under section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The Secretarial Audit report is annexed herewith as"Annexure VI".

Further company is exempted from requirement of submitting Annual SecretarialCompliance Report pursuant to Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 vide Regulation 15 (2) (b) of above said Regulations.

COST AUDITOR:

As per the provisions of section 148 of the Companies Act 2013 read with Rules 3 and 4of The Companies (Cost Records and Audit) Rules 2014 company is not required to appointcost auditor.

23 EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS:

There were no qualifications reservations or adverse remarks made by the StatutoryAuditor in their report.

There were no qualifications reservations or adverse remarks made by the SecretarialAuditor in their report. Remark on Provision of gratuity benefit is self explanatory andGratuity will be recognized on payment basis as and when payment will be made.

24 TRANSACTIONS WITH RELATED PARTIES:

The related party transactions have been disclosed in the financial statements asrequired under Accounting Standard (AS) 18 specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014.

As per the provisions under Regulation 23(9) read with Regulation 15(2) of SEBI(Listing Obligations and Disclosures Requirements) (Amendments) Regulation 2018 Companyis not required to submit disclosure with respect to Related Party Transactions to theconcerned stock exchange.

25 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The contracts or arrangements as defined under Section 188 of the Companies Act 2013entered into with related parties during the year under review are as mentioned in AOC-2;furnished herewith as "Annexure VII".

Further all the related party transactions are entered on arm's length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations.

26 MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statement relates and the date of this report. However Company has acquired100% Ordinary Shares of M/s. Callistus UK Limited after end or Financial Year 2019-20hence it became Wholly Owned Subsidiary of Company but after reporting period asmentioned.

27 INVESTOR COMLAINT (COMPLAINTS) AND COMPLIANCE:

Company has not received any complaint from investor and as on date no complaints arepending.

28 INTERNAL CONTROL:

The Company has set up adequate internal controls to ensure operational efficiencysafety of assets and efficient financial management. It has appointed an IndependentCompany Secretary to conduct regular internal audits. The Audit Committee of the Boardreviews the internal controls and audit reports regularly. There is a Managing Committeeconsisting of senior functional heads and the Managing Director that meets periodically toreview overall operations of the Company.

29 RISK MANAGEMENT POLICY:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk Management Policy of the Company. The Company is committedto identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on theoperational and financial performance of the Company. The scope of the policy is toidentify assess and treat the risks associated with the Company and building frameworkand risk management programs reviewing of the effectiveness of such programs andcollectively to achieve the target of the Company.

30 VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Company has adopted Vigil Mechanism/Whistle Blower Policy. Details of the same havebeen set out in Corporate Governance Report.

31 PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. All the Board of Directors anddesignated employees have confirmed compliance with the Code.

32 ENVIRONMENT MANAGEMENT SYSTEMS (EMS):

Our manufacturing sites and raw material locations in factory have implementedenvironmental management systems certified to ISO 14001.

33 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDERESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2019-20 the Company has not received any complaints on sexual harassment.

34 SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

During the Financial Year Investment made in M/s. Callistus Blinds Middle East (FZC)raised to US$ 1.05 Million consequently it become subsidiary. Furthermore Company hasmade Investment by acquiring 100% ordinary shares of M/s. Callistus UK Limited after endof Financial Year 2019-20. Hence M/s. Callistus UK Limited has become wholly ownedSubsidiary after end of Financial Year.

No company has become or ceased to be Subsidiary Holding Joint Ventures or AssociateCompanies during FY 2019-20 except as mentioned above.

In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Rule 5 of the Companies (Accounts) Rules 2014 a statement containing the salientfeatures of financial statements of subsidiary company of the Company in the prescribedForm AOC-1 is given in "Annexure VIII" to this Report.

35 PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS:

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

36 PARTICULARS OF REMUNERATION:

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of CorporateGovernance Report of this Annual Report.

37 PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect employees ofthe Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013 read with rules made there under

1. Information as per section 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

(i) The ratio of remuneration of each director to the median remuneration of theemployees for the financial year:

Sr. No. Name Designation Ratio against median employee's remuneration
1. Mr. Ashok R. Paun Managing Director 21.20 : 1
2. Mr. Dipak R. Paun Whole-Time Director 15.90 : 1
3. Ms. Urmi A. Paun Director & CFO 12.37 : 1

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Sr. No. Name Designation % increase over the previous year
1. Mr. Ashok R. Paun Managing Director Minus (-) 06.25 %
2. Mr. Dipak R. Paun Whole-Time Director Minus (-) 06.25 %
3. Ms. Urmi A. Paun Director & CFO Minus (-) 06.25 %

Total Number of Employees: 169

38 ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for co-operation and support extendedby the Banks SEBI Shareholders Bankers to the Issue RTAand Traders for their continuedsupport extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degreeof professionalism and enthusiastic effort displayed by them during the year.

By behalf of the Board of Directors

MARVEL DECOR LIMITED

Place: Jamnagar Shri Ashok R. Paun Smt. Urmi A. Paun
Date: September 04 2020 Chairman and Managing Director CFO & Director
DIN :01662273 DIN: 01662228

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