Mardia Samyoung Capillary Tubes Company Ltd Directors Report

To

The Members,

MARDIA SAMYOUNG CAPILLARY TUBES COMPANY LIMITED

Your Directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2023.

1. FINANCIAL RESULTS

	CURRENT YEAR (2022-23)	PREVIOUS YEAR (2021-22)
OPERATING PROFIT/ (LOSS) (PBIDT)	(25,68,850.00)	6,31,078.00
Less:Interest & Financial Charges	0.00	0.00
PROFIT/ (LOSS) BEFORE DEPRECIATION & TAXATION	(25,68,850.00)	6,31,078.00
Less: Depreciation	2,95,731.00	2,95,731.00
PROFIT/ (LOSS) BEFORE TAXATION	(22,73,119.00)	3,35,347.00
Less:Provision for Taxation	0.00	0.00
NET PROFIT/ (LOSS) AFTER TAX	(22,73,119.00)	3,35,347.00

2. PERFORMANCE

During the year under review, the operating loss was Rs. 25,68,850/- There were no interest and financial charges. The tax liability is nil. The net loss after depreciation is accordingly Rs. 22,73,119/-.

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, 2023.

4. DIVIDEND

In view of the Companys present financial conditions, your Directors do not recommend any dividend for the year ended 31st March, 2023.

There was no amount of unpaid dividend and shares liable to be transferred to IEPF during financial year 2022-23.

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

There is no 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.

6. 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.

7. 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. Gaurav Mardia, who retires by rotation and being eligible offers himself for re-appointment. The brief profile of the Director being appointed at the ensuing Annual General Meeting forms part of the notice convening the 31st Annual General Meeting. Mr. Bharat J. Chouhan, being eligible offers himself for re-appointment as Independent Director for second term of five (5) consecutive years. The brief profile of the Directors being appointed/re- appointed at the ensuing Annual General Meeting forms part of the Notice convening the 31st 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.

II. KEY MANAGERIAL PERSONNEL

The Company has following Key Managerial Personnel:

Name of the Person	Designation
Mr. Ravindra Milapchand Mardia	Managing Director
Mr. Gaurav Mardia	Whole Time Director
Mr. Anand Kondiba Shinde	Chief Financial Officer
Ms. Poonam Kanade	Company Secretary

III. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors pursuant to Section 149(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.

8. 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 2022-23 that:

a) In the preparation of annual accounts for the year ended 31st March, 2023, 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.

9. BOARD OF DIRECTORS &NUMBER OF MEETINGS

The Board as on 31st March, 2023 consisted 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. Bharat J. Chouhan	Independent Director
Ms. Stuti Rajeshbhai Kotecha	Independent Director
Mr. Lav Kumar	Independent Director

During the Financial Year, total of 5 (five) meetings of the Board of Directors were held on 30th May, 2022; 13th August, 2022; 3rd September, 2022; 8th November, 2022 and 13th February, 2023 respectively.

10. 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.

11. 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.

12. 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, 2023 comprising of one (1) Executive Director and two (2) Independent Directors as follows:

Name of the Committee Member	Category
Mr. Ravindra Mardia	Executive
Mr. Bharat J. Chouhan	Independent
Mr. Lav Kumar	Non-Executive - Independent Director

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

13. 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. The Board has constituted a Nomination and Remuneration Committee as on 31st March, 2023 comprising of three Non-Executive Director and Independent Directors as follows:

Name of the Committee Member	Category
Mr. Bharat J. Chouhan	Non-Executive - Independent Director
Ms. Preeti Rawat	Non-Executive - non Independent Director
Mr. Lav Kumar	Non-Executive - Independent Director

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the Companys working or any violation of its policies.

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations, the Company has formed Stakeholders Relationship Committee composition and terms of reference of which are in conformity with the said provisions. As on March 31, 2023, the Stakeholders Relationship Committee comprised of 3 (three) Directors comprising 1 (one) Independent.

Name of the Committee Member	Category
Mr. Bharat J. Chouhan	Non-Executive - Independent Director
Ms. Preeti Rawat	Non-Executive - non Independent Director
Mr. Lav Kumar	Non-Executive - Independent Director

16. 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 M/s. Vinesh K. Shah & Associates, a Company Secretaries (COP no. 7000) 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 Board conducted Five Board meeting during the financial year via video conferencing but due to shortage of staff and clerical default the Company has failed to file timely Outcome of Board Meeting as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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

The Company being a Sick Company is not in a financial position to maintain a website.

Due to some clerical default the Company has failed to file compliance under SEBI (SAST) Regulations, 2011.

The Company is in the process of filing Form MGT-7 for the financial year 2019-20, 2020-21, 2021-22.

The Company is in the process of filing Form MGT-15 for the financial year 2019-20, 2020-21, 2021-22.

The Company is in the process of filing Form INC-22A.

Pursuant to the notice received from BSE the Company has taken all efforts to comply with the regulations of BSE Listing agreement and SEBI LODR and is in the process of lifting the suspension on the trading of the company shares.

17. AUDITORS

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s Agrawal & Agrawal Associates have been appointed as the Statutory Auditors of your Company, for a term of five years till the conclusion of 35th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representatives of the Statutory Auditors of your Company attended the previous AGM of your Company held on 22nd December, 2022.The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements in this Annual Report.

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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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 - A".

23. 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.

24. 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.

25. 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 2022-23.

26. 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.

27. 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:	For and on behalf of the Board of Directors
J - 55, M. I. D. C, Industrial Area,
Tarapur. Boisar - 401 506
Maharashtra.
Place: Mumbai	RAVINDRA MARDIA	GAURAV MARDIA
Dated: 14th August 2023	Managing Director	Whole-time Director
	DIN: 00077012	DIN: 00074333