Marg Techno-Projects Ltd Directors Report.

Dear Shareowners,

Your Directors present the 26th Annual Report and the audited financial statements for the financial year ended March 31st, 2019.

Financial Results

The financial performance of the Company for the year ended March 31st, 2019 is summarized below:

(Amount in Lakhs Rs.)
Particulars Financial year ended as on March 31st, 2019 Financial year ended as on March 31st, 2018
Total Income 72.47 58.82
Profit/(Loss) before taxation 1.71 3.96
Tax expenses (Net) (including deferred tax and tax for earlier years) 0.52 1.08
Profit / (Loss) after taxation 1.19 2.81
Other Comprehensive Income 0 0
Add: Balance of profit/(loss) brought forward (93.96) (96.21)
Balance carried to Balance Sheet (93.01) (93.96)

Financial Performance and Business Operation

During the financial year reviewed, your Company earned an income of 72.47 Lakhs/- against Rs. 58.82 Lakhs/- in the previous year. The Company incurred a profit after tax of Rs. 1.19 Lakhs/- for the year as compared to Rs. 2.81 Lakhs/- in the previous year.

Amount Transferred to Reserves

The Company has transferred sum of 23,847/- to special reserve account being 20% of net profit for the year in accordance with provisions of NBFC rules as notified by RBI.

Dividend

During the year reviewed, the Board of Directors has not recommended dividend on the equity shares of the Company.

Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges, the Management Discussion and Analysis Report for the FY 2018-19 duly reviewed by Audit Committee and approved by Board and is presented in a separate section forming part of this Annual Report.

Business Responsibility Report

The Company has been exempt from reporting on Business Responsibility Report under SEBI (Listing Obligation and Disclosure requirements) Regulation, 2015.

Deposits

Your Company is registered as Non-Banking finance company under the RBI Act, but the Company has not accepted any deposits from the public which comes within the purview of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loan, Guarantee and Investment under Section 186

Company has not given short term loan to others during the year.

The Company has not given any guarantee for loan taken by others during the year. The Company has not made any Investment within the purview of Section 186 of the Companies Act, 2013

Subsidiary and Associate Companies

During the year reviewed, The Company has not any Subsidiary and Associate Companies.

Directors

Mr. Chummar Nellissery Chakkunny (DIN: 00062728) is not associated with the company with effect from 30th April, 2018 due to his demise.

Mr. Robson Paul (DIN: 01720157) independent director has resigned from the company with effect from 28th September 2018.

Mr. Umang Arunbhai Shah (DIN: 01171700) has resigned as Managing Director from Company with effect from 03rd November 2018.

Mr. Unnikrishnan Anchery (DIN: 00007022) resigned as director from company with effect from 04th December 2018,

Mr. Rajesh Narayan Pillai (DIN: 07585805) resigned as director from company with effect from 2nd February, 2019.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Akhil Nair (DIN: 07706503), Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment to the Board.

Mr. Naimesh Jayvadan Jariwala (DIN: 06415828) was appointed as additional independent director with effect from 17th December, 2018,

Mr. Manish Jayvadan Jariwala (DIN: 06476260) was appointed as additional independent director with effect from 17th December, 2018 and

Ms. Hetal Ashokkumar Jariwala (DIN: 08250943) was appointed as additional independent director with effect from 03rd November, 2018.

The above re-appointment forms part of the Notice of the 26th Annual General Meeting and the relevant Resolution is recommended for your approval.

Disqualification of Director

As per the declaration received from Directors, None of the Directors of the Company is disqualified u/s 164 of Companies Act, 2013 to act as a Director of the Company.

Key Managerial Personnel

There were no changes in key Managerial Personnel during Financial Year 2018-19.

Disclosure Relating to Employees

Your Company has no employee drawing remuneration in excess of the limits specified in Rule 5 of the Companies (Appointments & Remuneration of Managerial Personnel) Rules, 2014.

Declaration of Independence

Mr. Robson Paul has resigned as Independent Director from the Board with effect from 28th September, 2018.

Ms. HETAL ASHOKKUMAR JARIWALA has been appointed as Additional Independent Director on the Board of the company with effect from 03rd November, 2018.

Mr. MANISH JAYVADAN JARIWALA has been appointed as Additional Independent Director on the Board of the company with effect from 17th December, 2018.

Mr. NAIMESH JAYVADAN JARIWALA has been appointed as Additional Independent Director on the Board of the company with effect from 17th December, 2018. The Company has received Declaration as required u/s 149(6) of the Act from the Independent Director that he meets the criteria of independence and is not disqualified to be appointed as independent Director.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees:

Pursuant to provisions of section 178(3) of the Companies Act, 2013 and other applicable provisions, if any. Company has constituted Nomination and Remuneration committee which determines criteria for the qualifications, positive attributes and independence of the Director, Key Managerial Personnel and other employees.

The remuneration policy is framed in accordance with Listing regulations and provisions of Companies Act, 2013.

The composition of Nomination and Remuneration committee has been attached as Annexure-C and forms part of this report.

Disclosure under Section 92(3) of the Companies Act, 2013:

An extract of Annual Return in prescribed format has been placed on website of the Company and may be accessed through the website www.margtechno.com

Familiarisation Programme for Independent Directors

Pursuant to Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation, 2015 the company shall familiarize the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc, through various programmes.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to

Directors Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the annual financial statements for the financial year ended March 31, 2019, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

II. The Directors had 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 as at March 31, 2019 and of the loss of the Company for the year ended on that date;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had prepared the annual financial statements for the financial year ended March 31, 2019, on a ‘going concern basis;

V. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

In compliance of Listing Regulations, the Company has framed the policy for transactions with Related Parties.

Apart from the Related Party Transactions in the ordinary course of business and at arms length basis, details of which are given in the notes to the financial statements, there were no other related party transactions requiring disclosure in the Directors Report for compliance with section 134(3)(h) of the Companies Act, 2013. Therefore a nil Report is attached as Annexure-G in the format prescribed i.e. Form AOC-2.

During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transaction.

Material Changes and Commitments if any, affecting the financial position of the Company

As on 31st March, 2018, 58,10,190 Equity Shares (96.84 % of issued, subscribed & Paid up Shares) have been converted from physical form into demat form. In terms of the information required under Sub-section (3)(l) of Section 134 it is to be noted that there are no material Changes and commitments except as stated above affecting the financial position of the company have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Ten Board Meetings were held as follows:-

S.NO. Date of Meeting
1 21/04/2018
2 14/05/2018
3 30/05/2018
4 10/07/2018
5 08/08/2018
6 31/08/2018
7 03/11/2018
8 17/12/2018
9 14/02/2019
10 19/03/2019

Audit Committee

In terms of section 177(2) read with section 134(3) of the Companies Act, 2013 the Company constituted audit committee. The composition of Audit Committee has been attached as Annexure-E and forms part of this report.

The Board has accepted and taken steps to implement all recommendation of Audit Committee.

Auditors and Auditors Report

Ruparel & Bavadiya, Chartered Accountants, FRN No. 0126260W had resigned as Auditor. To fill the casual vacancy so caused in the office of statutory auditor, At the Extra-Ordinary General Meeting of the Company held on May15, 2019 the Members of the Company had appointed M/s. Haribhakti & Co., Chartered Accountants, Vadodara as Auditors to hold office for Financial Year 2018-19 from the date of this Extra-Ordinary General Meeting till the conclusion of next Annual General Meeting of the Company. Pursuant to Section 139 of the Companies Act 2013, the appointment of M/s. Haribhakti & Co, Chartered Accountants as auditors of the Company is being placed for ratification of members at ensuing AGM of the Company.

Auditors Remark:

The Notes on financial statement referred to in the Auditors Report except the one stated herein below are self-explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors Report contain following qualification.

a) Audit Note No. 19 Para 1 regarding write off of certain debit and credit balances, the Board was of the opinion that same are not either recoverable or payable, and were written off in the previous financial year.

b) Audit Note No. 19 Para 2 regarding write off of unsecured loan from various parties including directors amounting to 81,71,492/- in the past and the company was also not providing for interest on the same since last several years. It has been decided by the Board that the same are no longer repayable to the directors.

c) Audit Note No. 19 Para 3 regarding reclassification of investments in shares of various companies, the company is not in possession of documentary evidences of ownerships of such shares and therefore Board decided to reclassify them as other current assets instead of investment. The management after putting in efforts could not obtain any documentary evidences as to title of ownership of the shares and no recovery of investments amounting to Rs.1,13,12,361/- written off during the year.

d) Audit Note No. 20 regarding write off of unsecured loan from Diamond Jubilee Co-operative Bank ltd. and non-provision of interest on such bank loan, the board is of the opinion that since the matter is pending before the court of law and concern bank is also under liquidation the interest liability will be accounted in year in which liability is crystallized by order of the court.

Secretarial Auditor

The members of AGM for financial Year ended on 31st March, 2016 had appointed Mr. Jitendra R. Bhagat Proprietor of BHAGAT ASSOCIATES, Practising Company Secretary, to conduct secretarial Audit for the financial year 2016-17 and onwards.

The Secretarial Audit report for the financial Year ended March 31, 2019 is annexed herewith marked as Annexure-D to this report. The qualification reservation or adverse remarks in secretarial Audit Report are self- explanatory.

Internal Auditors

M/s Sajeev & Ajith, Chartered Accountants, FRN: 014219S has resigned as Internal Auditor of the Company w.e.f. 29/09/2018. Pursuant to provisions of Companies Act, 2013, Ms. Swati Agarwal, Chartered Accountants, were appointed as internal Auditor of company at the Board meeting held on 19th March, 2019.

Cost Auditors

Provisions for appointment of Cost Auditor are not applicable to your company.

Companies (Auditors Report) Order, 2016

In terms of section 143(11) of the companies Act, 2013 CARO has been attached as part of Auditors Report.

Disclosure regarding issue of Equity Shares with differential Rights:

The Company has not issued Equity Shares with differential rights.

Disclosure regarding issue of Sweat Equity Shares:

The Company has not issued Sweat Equity Shares during the Financial Year 2018-19.

Redemption of Shares/Debentures

The Company has not redeemed any shares during the Financial Year 2018-19.

Disclosure regarding issue of Employee Stock Options:

The Company has not issued Employee Stock Options.

Investor Education Protection Fund

As on 31/03/2019, there is no amount outstanding which is required to be transferred to IEPF.

Internal Financial Controls:

Your directors are of the opinion that looking to the size and nature of business of the Company there is adequate internal financial control system and the said system is operating effectively.

Extract of Annual Return

Extract of Annual Return of the Company in Form MGT-9 is annexed as Annexure-B

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information with respect to Conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

There was no foreign exchange inflow or outflow during the year.

Risk Management Policy

The company has been exempt under regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 from reporting of risk management. In the opinion of your Board there is no potential risk except the change in government policy, increase in business competition and economic recessionary likely to threaten the existence of your company. The board is fully aware of Risk factor and is taking preventive measures wherever required.

Corporate Governance

The Company has been exempt from reporting on corporate governance under SEBI (LODR), 2015. Therefore Report is not attached.

Vigil Mechanism/ Whistle Blower Policy

The policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at www.margtechno.com

Compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year reviewed no such complaints were received.

Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

Annual Evaluation of Performance of Board, directors and committees:

Though the Company has been exempt from annual evaluation of its own performance and performance of directors and Committees thereof under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but in terms of Rule 8(4) of the Companies (Accounts) Rules, 2014 Company has laid down specific criteria for evaluation of Annual Performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.

Order, if any, passed by the Regulators or Courts or Tribunals:

No orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations.

Changes in share Capital, if any

During the financial year 2018-19, there being no changes in paid up share capital of the Company.

Change in Nature of Business. If any:

During the year under review, the Company has engaged in the business of NBFC which was the principle business of the Company and there is no change.

Particulars of committee:

Particulars of Audit Committee, nomination & Remuneration Committee,

Stakeholders/Investors Grievance Committee and vigil Mechanism Policy are attached as Annexure-H, Annexure- C, Annexure-J and Annexure-K respectively, forming part of the report.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year reviewed. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors
Sd/- Sd/-
Arun Madhavan Nair Dhananjay Kakkat Nair
Managing Director Director
Place: Surat
Date: 30th May, 2019

Annexure to Directors Report

Annexure-I BOARD OF DIRECTORS

Board Composition and category of director is as under:

S. No Name of director Category Number of Board Meetings during the year 2018-19 Attendance in last AGM Number of Directorships in other Companies Number of Committee positions held in other companies
Held Entitled to attend Attended
1 DHANANJAY VELAYUDHAN NAIR Whole Time Director 10 10 10 Yes 01 0
2 ARUN MADHAVAN NAIR Managing Director 10 10 10 Yes 01 0
3 AKHIL NAIR Director 10 10 10 Yes 01 0
4 UMANG ARUNBHAI SHAH Managing Director 10 06 06 Yes 01 0
5 UNNIKRISHNA N ANCHERY Director 10 07 07 Yes 14 0
6 RAJESH NARAYAN PILLAI Director 10 08 08 Yes 02 0
7 ROBSON PAUL Indepenent Director 10 06 06 Yes 03 0
8 HETAL ASHOKKUMAR JARIWALA Women Independent director 10 03 03 Yes 01 0
9 CHUMMAR NELLISSERY CHAKKUNNY Director 10 01 01 NA 00 0
10 MANISH JAYVADAN JARIWALA Independent Director 10 02 02 Yes 01 0
11 NAIMESH JAYVADAN JARIWALA Independent Director 10 02 02 Yes 01 0

NUMBER OF BOARD MEETINGS HELD WITH DATES

Ten Board Meetings were held during the year, as against the minimum requirement of four meetings. The details of Board Meetings are given below:

Date Board Strength No. of directors Present
21/04/2018 08 08
14/05/2018 07 07
30/05/2018 07 07
10/07/2018 07 07
08/08/2018 07 07
31/08/2018 07 07
03/11/2018 06 05
17/12/2018 07 05
14/02/2019 06 06
19/03/2019 06 06

 

NAME OF DIRECTORS

Sr. No. Board Meeting dartes DHA NANJ AY VELA YUD HAN NAIR AK HIL NAI R AR UN MA DH AVA N NAI R UMAN G ARUNB HAI SHAH UNNIKRIS HNAN ANCHERY RAJE SH NARA YAN PILLA I ROBS ON PAUL HETAL ASHOKK UMAR JARIWAL A CHUMM AR NELLISS ERY CHAKK UNNY MANIS H JAYVA DAN JARIW ALA NAI ME SH JAY VAD AN JAR IWA LA
1. 21/04/18 P P P P P P P N.A. P N.A. N.A
2. 14/05/18 P P P P P P P N.A. N.A. N.A. N.A
3. 30/05/18 P P P P P P P N.A. N.A. N.A. N.A
4. 10/07/18 P P P P P P P N.A. N.A. N.A. N.A
5. 08/08/18 P P P P P P P N.A. N.A. N.A. N.A
6. 31/08/18 P P P P P P P N.A. N.A. N.A. N.A
7. 03/11/18 P P P N.A. P P N.A. N.A. N.A. N.A. N.A
8. 17/12/18 P P P N.A. N.A. P N.A. P N.A. N.A. N.A
9. 14/02/19 P P P N.A. N.A. N.A. N.A. P N.A. P P
10 19/03/19 P P P N.A. N.A. N.A. N.A. P N.A. P P

Annexure-C NOMINATION AND REMUNERATION COMMITTEE

Composition of Committee and attendance of members

S.No. Name of Director and Position Meetings/Attendance
29/08/2018 09/02/2019
1. Mr. Dhananjay Velayudhan Nair Present Present
(Non- Independent Director)

Annexure-E AUDIT COMMITTEE

Composition of Committee and attendance of members

Meetings/Attendance
S. No Name of Director and Position 12/05/2018 28/05/2018 06/08/2018 01/11/2018 12/02/2019 18/03/2019
1. Mr. Dhananjay Velayudhan Nair (Non- Independent Director) Present Present Present Present Present Present

Annexure-J

STAKEHOLDERS/INVESTORS GRIEVANCE COMMITTEE

Composition of Committee and attendance of members

S.No. Name of Director and Position Meetings/Attendance
04/04/2018 07/07/2018 03/10/2018 07/01/2019
1. Mr. Arun Nair (Non- Independent Director) Present Present Present Present
2. Mr. Umang Arun Shah (Non- Independent Director) Present Present Present N.A.

Particulars of Loan, Guarantee and Investment under Section 186: As on financial year ended on 31.03.2019

Details of Loan

Sr. No. Date of making Loan Details of borrower Amount Purpose for which the loan is to be utilized by the applicant Time period for which it is given Date of BR Date of SR (if required) Rate of Interest Security

NOT APPLICABLE AS THE COMPANY IS A NBFC

Details of Investments

Sr. No. Date of Investment Details of investee Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if required) Expected ROR

NOT APPLICABLE AS THE COMPANY IS A NBFC

 

Details of Guarantee/Security provided
Sr. No. Date of providing security/ guarantee Details of recipient Amount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if required) Expected ROR
NOT APPLICABLE AS THE COMPANY IS A NBFC

Annexure-G

FORM NO. AOC-2

Pursuant to Clause (h) of sub-section (3) of section 134 of the Act and Rule B(2) of the Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

SL. NO. PARTICULARS DETAILS
1. Name(s) of the related party and nature of relationship NIL
2. Nature of contracts/arrangements/transactions NIL
3. Duration of the contracts/arrangements/transactions NIL
4. Salient terms of the contracts or arrangements or transactions including the value, if any NIL
5. Justification for entering into such contracts or arrangements or transactions NIL
6. Date(s) of approval by the Board NIL
7. Amount paid as advances, if any: NIL
8. Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NIL

2. Details of material contracts or arrangement or transactions at arms length basis:

SI. No Particulars Details Details Details
1. Name(s) of the related party and nature of relationship N.C. Chummar Henish Patel Henish Patel- Gold loan
(Director) (Relative of Director) (Relative of Director)
2. Nature of contracts/arrangements/transactions Loan Taken Loan Given and interest received Loan Given and interest received
3. Duration of the contracts/arrangements/transactions At will At will At will
4. Salient terms of the contracts or arrangements or transactions including the value, if any: Rs. 3,50,000 Rs. 70,000 Rs. 6,52,186/-
Rs. 42,127 Rs. 20,386/-
5. Date(s) of approval by the Board, if any:
6. Amount paid as advances, if any: NIL NIL NIL

 

Place: Surat For and On behalf of Board of directors of
Date: 30/05/2019 MARG TECHNO PROJECTS LIMITED
Chairman/Director

FORM NO. AOC-1

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014

Statement containing salient features of the financial statement of subsidiaries/associate Companies/Joint Venture

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sl. No. Particulars Details
1 Name of the subsidiary N.A.
2 Reporting period for the subsidiary concerned if different from the holding companys reporting period N.A.
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries N.A.
4 Share capital N.A.
5 Reserves and surplus N.A.
6 Total assets N.A.
7 Total Liabilities N.A.
8 Investments N.A.
9 Turnover N.A.
10 Profit before Taxation N.A.
11 Provision for Taxation N.A.
12 Profit after Taxation N.A.
13 Proposed Dividend N.A.
14 % of Shareholding N.A.

Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Venture

Statement pursuant to section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of associates/Joint Ventures
Latest audited Balance Sheet Date
Shares of Associate/Joint Ventures held by the company on the year end
No.
Amount of Investment in Associates/Joint Venture
Extend of Holding%
Description of how there is significant influence N.A.
Reason why the associates/joint venture is not consolidated
Net Worth attributable to shareholding as per latest audited Balance Sheet
Profit/Loss for the year
Considered in Consolidation
Not Considered in Consolidation

1. Names of associates or joint ventures which are yet to commence operations- NIL

2. Names of associates or joint ventures which have been liquidated or sold during the year N.A.

Note: This form is to be certified in the same manner in which the Balance Sheet is to be certified.

Place: Surat For and On behalf of Board of directors of
Date: 30/05/2019 MARG TECHNO PROJECTS LIMITED
Chairman/Director