Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31*' March 2015.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
(Rs. in Lacs) (Rs. in Lacs)
OPERATING PROFIT/(LOSS) (PBIDT) (88.91) (100.39)
Interest & Financial Charges 0.00 0.00
PROFIT/(LOSS) BEFORE DEPRECIATION & (88.91) (100.39)
TAXATION
Depreciation 20.12 34.00
PROFIT/(LOSS) BEFORE TAXATION (109.03) (134.39)
Provision for Taxation 0.00 0.00
NET PROFIT/(LOSS) AFTER TAX (109.03) (134,39)
DIVIDEND:
In view of company's present financial conditions, your Directors do
not recommend any dividend for the year ended 31s1 March 2015.
3. OPERATIONS
During the year under review, the operating profit/loss was 88.90 lacs.
There were no interest and financial charges. The tax liability is nil
due to a loss. The net loss after tax is accordingly 107.46 lacs.
4. COMPLETION OF MERGER OF GROUP COMPANIES
In order to improve the shareholders value and to augment the strength
and achieve the synergy among the group companies, which are all
registered with BIFR, the Board of Directors, with the approval of the
required authorities, had submitted a rehabilitation scheme to BIFR,
including the possible turnaround of the group companies together by
way of merger and provide liquidity to the shareholders at large. The
B.I.F.R. after the hearing has approved the scheme of amalgamation of
Mardia Tubes Limited & Mardia Extrusions Limited with your company and
passed the necessary order to that effect. The merger process is now
complete and accordingly Mardia Tubes Ltd and Mardia Extrusions Ltd
have merged with the Company.
5. APPOINTMENT / REAPPOINTMENT OF DIRECTORS
In accordance with the Provisions of the Companies Act, 2013, and
Articles of-Association of the Company, Mr. Bharat Chouhan & Mrs.
Omana Nayak who retire by rotation, at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
brief profile of Directors being appointed at the ensuing Annual
General Meeting forms part of the notice convening 23rd Annual General
Meeting.
Your Directors have informed your Company that they are not debarred
for re-appointment/ continuation as directors under applicable
provisions of the Company Act, 2013. The Board recommends their
appointment.
Also, in accordance with the provisions of the Companies Act, 2013 and
articles of association of the Company, Mr. Gaurav Mardia, an
additional director, is proposed to appointed as a Director of the
Company subject to the consent of the shareholders.
6. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the working of the
Committees of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non- Independent Directors was
carried out by Independent Directors.
7. AUDITORS
M/s SHYAM C. AGRAWAL & COMPANY, Chartered Accountants, auditors of the
Company will hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received a letter from them to the
effect that their appointment, if made, would be within the prescribed
limits under Section 139 of the Companies Act, 2013. Accordingly, the
said Auditors may be appointed as Auditors of the Company at the
ensuing Annual General Meeting.
8. AUDITOR'S REPORT
Notes on Accounts referred to by the Auditors in their report are self
explanatory and therefore do not require any further clarification.
9. FIXED DEPOSITS
The Company has not accepted any deposits during the year within the
meaning of Sections 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
10. PARTICULARS OF EMPLOYEES
No employee of the Company is covered under the applicable provisions
of the Companies Act, 2013.
11. CONSERVATION OF ENERGY
The Company has taken adequate steps to conserve energy at all levels.
An in-house team comprising of experts, regularly keep a check on all
the energy conservation systems applied by the Company at the work
place. At regular intervals the reports and findings of this team are
discussed by the senior management. The Energy Conservation system of
the Company gives emphasis on:
I. Personnel specially trained for this task.
II. Research on use of such component in the equipments and final
product which will maximize energy conservation.
III. Proper maintenance of all machinery & other equipment and timely
replacement of worn-out components.
IV. Maximum utilization of available resources.
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956 the required information relating to conservation
of energy, technology absorption and Foreign Exchange earning and
outgoing is annexed to the report (Annexure "A").
12. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013, we, the Directors
of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in respect of
Financial Year 2014-15 that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material discrepancies, if any.
b) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the loss of the
Company for that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a 'Going Concern' basis.
e) The directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively.
f) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
13. AUDIT COMMITTEE
a) Pursuant to the provisions of Section 177 of the Company's Act, 2013,
the Board has constituted an Audit Committee comprising of three
independent Directors, and one Executive Director, inter-alia for
holding discussions with the Auditors periodically, review of quarterly,
half yearly and annual financial statements before submission to the
Board, review of observations of Auditors and to ensure compliance of
internal control systems;
b) The Audit Committee has also been delegated with authority for
investigation and access for full information and external professional
advice for discharge of the function delegated to it by the Board;
c) The Board agrees that the recommendations of the Audit Committee on
any matter relating to financial and managerial including the audit
report would be binding on the Board; and
d) Based on the above and the Internal Audit System, the Audit
Committee, the Board opines that the Company has adequate internal
control system commensurate with the size of the Company and the nature
of its business.
14. CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreements with the Stock
Exchanges, Corporate Governance and Management discussion and Analysis
Report form part of this Annual Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors' certificate confirming compliance of the
Corporate Governance is attached to the Report on Corporate Governance.
15. DISCLOSURES
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and mismanagement, if
any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION. PROHIBITION AND REDRESSALt ACT. 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No
complaints pertaining to sexual harassment were received during FY
2014-15.
16. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their appreciation of the
value, contribution, devotion and sense of commitment extended by the
employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would
also like to place on record its sincere appreciation for the whole
hearted support and contributions made by the various Banks, Central,
State Government and Local bodies, Customers, Suppliers and other
business associates towards conduct of efficient operations of your
company.
For and on behalf of the Board
RAVINDRA MARDIA
Chairman
Place: Mumbai.
Date: 30,h May, 2015
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