Mardia Samyoung Director Discussions


To

The Members,

MARDIA SAMYOUNG CAPILLARY TUBES COMPANY LIMITED

Your Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2019.

1. FINANCIAL RESULTS:

CURRENT YEAR PREVIOUS YEAR
(Rs. in Crores) (Rs. in Crores)
OPERATING PROFIT/ (LOSS) (PBIDT) (0.246) (0.390)
Less : Interest & Financial Charges 0.00 0.00
PROFIT/ (LOSS) BEFORE DEPRECIATION & TAXATION (0.246) (0.390)
Less : Depreciation 0.030 0.029
PROFIT/ (LOSS) BEFORE TAXATION (0.294) (0.419)
Less : Provision for Taxation 0.00 0.00
NET PROFIT/ (LOSS) AFTER TAX (0.294) (0.419)

2. PERFORMANCE

During the year under review, the operating loss was Rs. 0.246 crores. There were no interest and financial charges. The tax liability is nil due to a loss. The net loss after depreciation is accordingly Rs. 0.294 crores.

3. SHARE CAPITAL

During the year under review, there is no change in the capital structure of the Company and accordingly, the issued, subscribed and paid-up capital of the company stands at Rs. 6,96,14,100 as on 31st March, 2019.

4. DIVIDEND

In view of the Companys present financial conditions, your Directors do not recommend any dividend for the year ended 31st March, 2019

There was no amount of unpaid dividend and shares liable to be transferred to IEPF during financial year 2018-19

5. EXRACTS OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 for the financial year ended 31st March, 2019 made under the provisions of Section 92(3) of the Act is annexed as "Annexure - A" which forms part of this Report.

6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARDS REPORT

The Company had altered the Object Clause with approval of the Members of the Company at the 26th Annual General Meeting so as to include the business of Art Dealership in its current object. However, the company has not engage in the business of Art Dealership and looks forward to do the same in the coming financial year. There is no other change in the nature of the business of the Company during the year.

There is no revision made in the Boards Report and whatever submitted herewith is the final report.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

8. DIRECTORS AND KEY MANGERIAL PERSONNEL

I. APPOINTMENT / REAPPOINTMENT OF DIRECTORS

In accordance with the Provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ravindra Mardia (DIN 00077012) who retires by rotation, at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mrs. Omana Nayak (DIN: 00107146) retired from the Directorship of the Company w.e.f. 7th August, 2019. Accordingly to comply with the provisions of Section 196, 197 and 203 of the Companies Act, 2013, Mr. Gaurav Mardia (DIN: 00074333), Director of the company was appointed as the Whole-time Director, for a period of five years, by the Board at their meeting held on 7th August, 2013 and the same is placed before the Members of the Company for their approval at the ensuing Annual General meeting in Item No. 3 of the Notice to 27th Annual General Meeting.

Mr. Virendra Sinh Deora (DIN: 00106898) retired from the Directorship of the Company w.e.f. 7th August, 2019. Accordingly to comply with the provisions of Section 149 and 161 of the Companies Act, 2013, Ms. Stuti Rajeshbhai Kotecha (DIN: 07838000), was appointed as an Additional Director (Independent Director), to hold office up to the date of the ensuing Annual General Meeting. The same is placed before the Members of the Company for their approval at the ensuing Annual General meeting in Item No. 5 of the Notice to 27th Annual General Meeting.

Ms. Preeti Rawat (DIN: 08411333) was appointed as a Additional Director (Non-Executive Non-Independent) and Mr. Lav Kumar (DIN: 08537017) was appointed as an Additional Director (Independent Director) by the Board at their meeting held on 7th August, 2019 to hold office up to the date of the ensuing Annual General Meeting. The same is placed before the Members of the Company for their approval at the ensuing Annual General meeting in Item No. 4 & 6 respectively of the Notice to 27th Annual General Meeting.

The brief profile of the Directors being appointed/re-appointed at the ensuing Annual General Meeting forms part of the Notice convening the 27th 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.

I. KEY MANAGERIAL PERSONNEL

The Company has following Key Managerial Personnel:

Name of the Person Designation
Mr. RavindraMilapchandMardia Managing Director
Mrs. Omana Nayak * Whole Time Director
Mr. Gaurav Mardia # Whole Time Director
Mr. AnandKondibaShinde Chief Financial Officer

*Mrs. Omana Nayak resigned from the Directorship of the Company w.e.f. 7th August, 2019 # Mr. Gaurav Mardia was appointed as Whole-time Director w.e.f. 7th August, 2019

II. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors pursuant to Section 1 49(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

9. DIRECTORS 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 2018-19 that:

a) In the preparation of annual accounts for the year ended 31st March, 2019, 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.

10. BOARD OF DIRECTORS &NUMBER OF MEETINGS

The Board as on 31st March, 2019 consisted of five (5) Directors namely:

Name Designation
Mr. Ravindra Mardia Managing Director
M rs. Omana Nayak Whole Time Director
Mr. Gaurav Mardia Non- Executive Non-Independent Director
Mr. Virendra Sinh Deora Independent Director
Mr. Bahrat J. Chouhan Independent Director

However, Mrs. Omana Nayak and Mr. Virendra Sinh Deora have resigned from the Directorship of the Company which was approved by the Board in their meeting held on 7th August, 2019 with immediate effect. The Board at the same meeting has approved the appointment of Ms. Preeti Rawat and a Non- Executive Director, Ms. Stuti Rajeshbhai Kotecha and Mr. Lav Kumar as Independent Director. In order to comply with the provisions of the Companies act, 2013, the Board at the above-mentioned meeting has appointed Mr. Gaurav Mardia as the Whole-time director.

The Board as on the date of this report consists of six (6) Directors namely:

Name Designation
Mr. Ravindra Mardia Managing Director
Mr. Gaurav Mardia Whole Time Director
Ms. Preeti Rawat Non- Executive Non-Independent Director
Mr. Bahrat J. Chouhan Independent Director
Ms. Stuti Rajeshbhai Kotecha Independent Director
Mr. Lav Kumar Independent Director

During the Financial Year, total four (4) meetings of the Board of Directors were held on 30th May, 2018; 06th August, 2018; 12th November, 2018 and 23rd January, 2019 respectively.

11. 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.

12. DISCLOSURE UNDER SECTION 197(2) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The Company has no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014.

13. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companys Act, 2013, the Board has constituted an Audit Committee as on 31st March, 2019 comprising of one (1) Executive Director and two (2) Independent Directors as follows:

Name of the Committee Member Category
Ms. Omana V Nayak Executive
Mr. Virendra SinhDeora Independent
Mr. Bharat J. Chouhan Independent

Keeping in view the resignation of Ms. Omana Nayak form the directorship of the Company w.e.f 7th August, 2019, the Audit Committee was reconstituted at the said meeting and as on the date of this report comprising of one (1) Executive Director and two (2) Independent Directors as follows:

Name of the Committee Member Category
Mr. Gaurav Mardia* Executive
Mr. Virendra SinhDeora Independent
Mr. Bharat J. Chouhan Independent

*Mr. Gaurav Mardia appointed as Whole-time Director w.e.f. 7th August, 2019

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges, 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.

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.

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.

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. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of Section 186 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

15. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Vijaykumar Tiwari, a Company Secretary in Practice ACS no. 33084& COP no. 12220 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" and forms an integral part of this Report.

DIRECTORS EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT

The company being a sick company registered with BIFR was not in a financial position to appoint a Company Secretary as per the provision of Section 203(1) of Companies Act, 2013 or maintain a website as per the provision of the Companies Act. As the company has not appointed a Company Secretary, the company is not able to file INC-22A as it is a mandatory requirement for filing the same. However, the company is working towards appointing a Company Secretary to comply with the same.

The Company is in the process of acquiring necessary documentation to file the necessary forms for charge satisfaction with Ministry of Corporate Affair.

Due to some clerical default the company had failed to file the Annual Disclosure pursuant to Regulation 30 (1) and 30 (2) of SEBI (SAST) Regulations, 2011.

Due to some clerical default the company had failed to complete the process for Change of Object Clause approved by the members at the AGM held on 29th September, 2018. The Company is currently in the process of filing for Condonation of Delay with the Registrar of Companies as required by the Companies Act, 2013.

The Company is currently facing a financial constraint due to which the company has not yet paid the Listing fee for the financial year 2019-20. The same will be paid as soon as possible.

Mr. Virendra Tejsinh Deora, has resigned from the Directorship of the Company w.e.f 7th August, 2019. Ms. Stuti Rejeshbhai Kotecha has been appointed is his place as an Independent Director by the Board at its meeting held on 7th August, 2019. Approval for her appointment is sort from the members at the 27th Annual General Meeting as set out in Item No. 5 of the Notice.

16 AUDITORS

The appointment of M/s AGRAWAL & COMPANY, Chartered Accountants, as the Statutory Auditors of the Company was ratified and the auditors to hold office for a period of 4 years till the conclusion of the 30th Annual General Meeting of the Company to be held in the year 2022. 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, 201 3. Accordingly, the said Auditors may be appointed as Auditors of the Company at the ensuing Annual General Meeting.

CLARIFICATION TO AUDITORS REPORT

Notes on Accounts referred to by the Auditors in their report are self explanatory and therefore do not require any further clarification.

17 CORPORATE GOVERNANCE

Since the paid-up capital of the company is less than Rupees Ten crores (10 crores) and its net worth is less than Rupees Twenty-five crores (25 crores), the compliance with Para C of Schedule V and other regulations as specified under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 are not applicable to the Company and therefore the Annual Report on Corporate Governance is not enclosed.

18 DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

19 PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES

The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note nos. 11, 12 and 16 to Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were at arms length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required.

21. CONSERVATION OF ENERGY

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 134(3)(m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgoing is annexed to the report as "Annexure - C".

22. RISK MANAGEMENT POLICY

The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place at the Company.

23. 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. The policy has provided a mechanism for Directors, Employees and other persons dealing with the Company to report to the Chairman of the Audit Committee and no personnel has been denied access to the Audit Committee for reporting, will go any instance of unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the Company.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 2018-19

25. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the company Companys operations in the future.

26. 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.

Registered Office:J — 55, M. I. D. C, For and on behalf of the Board of Directors
Industrial Area,
Tarapur. Boisar — 401 506
Maharashtra.
Place: Mumbai
Dated: 7th August, 2019 RAVINDRA MARDIA GAURAV MARDIA
Managing Director Whole-time Director
DIN: 00077012 DIN: 00074333