Marsons Ltd Directors Report.

Dear Members,

The Directors have pleasure in submitting their 43rd Annual Report together with the Audited Statements of Account for the period ended on March 31, 2020.

Financial Performance:

The Companys financial performance for the period ended 31st March, 2020 is summarized below:

(a) Standalone (Rs. in lacs)

Financial Result Year Ended 31.03.2019 Year Ended 31.03.2019
Total Revenue 4.98 (56.77)
Profit /(Loss) Before Tax (298.56) (2,333.72)
Profit /(Loss) After Tax (298.56) (2,158.03)
EPS (Rs) (0.24) (8.63)

Operating & Financial Performance

During the year, the net revenue from operations of your Company increased from Rs. (56.77) Lacs to Rs. 4.98 Lacs. For FY 2019-20, your Companys loss after tax stood at Rs. (298.56) Lacs vis-a-vis loss of (2158.03) Lacs in the previous year.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

One of the Creditor Ritesh More had filed an application before NCLT Court, Kolkata under Sec 9 of the Insolvency and Bankruptcy Code, 2016. The same was accepted vide order No. (IB) No. 628/KB/2018 along with CA(IB) Nos. 366 & 367/KB/2019 by the NCLT Court on 20th June 2018.

Pursuant to an Order Corporate Insolvency Resolution Process (CIRP) has been initiated for Marsons Limited as per the provisions of the Insolvency and Bankruptcy Code, 2016. As per the order, Mr. Sanjit Kumar Nayak , Interim Resolution Professional has been appointed for carrying out the CIRP of the Company. Upon initiation of CIRP, the powers of the Board of Directors of the Company have been suspended and shall be exercised by the Interim Resolution Professional.

The Company has received a final order dated 9th May 2019 from NCLT Court, Kolkata Bench upon successful approval of Resolution Plan filed by one of the Bidder M/s Yashoda Inn Private Limited jointly with their Technical Partner M/s Uneecops Solar Private Limited . A Monitoring Committee has been formed to look after the successful implementation of the Resolution Plan.

As per the NCLT Order the existing Board gets dissolved and New Management has taken over the Company. As per the Resolution Plan approved by NCLT court, RA shall appoint Directors to take over the Management of the Company for better operations on completion of tenor of the Monitoring Committee. The RA shall appoint upto 3 directors who may be in executive/non- executive director capacity.

The Constitution Of The Board With Regard To Managing Director, Executive Directors As Well As Non-Executive Directors Will Be Decided Later On. CEO, CFO, CS Etc. For The Company Will Be Appointed At The Later Stage By The Board.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The Company was under Corporate Insolvency Resolution Process since 20.06.2018 as per the NCLT Order No.(IB) No. 628/KB/2018 along with CA(IB) Nos. 366 & 367/KB/2019. The Company has received a final order dated 9th May 2019 from NCLT Court, Kolkata Bench upon successful approval of Resolution Plan filed by one of the Bidder M/s Yashoda Inn Private Limited jointly with their Technical Partner M/s Uneecops Solar Private Limited .

Management Discussion and Analysis Report Industry Trend and Development

The Company is engaged in manufacturing of transformers in the capacity range of 100MVA 132KV class. The demand for the Companys product in coming years will increase significantly. The expansion of infrastructure industry and real estate business, extensive rural electrification programme of the Government, development of shopping malls, complexes, etc. demands various type of transformers and the Company in this industry with flexibility will survive and have a bright future.

Opportunities and Threats

The company has taken steps to upgrade its facility for manufacturing of transformers upto 100 MVA 220 KV Class from the present capacity of 100 MVA 132 KV Class. With this the Board has also decided to diversify into the field of EPC Contracts in Power Sector and the negotiations with major players in this field are at concrete stage. The Companys nature of business is capital intensive and hence any delay in cycle causes huge interest loss and marks the bottom line of the Company.

Risk and Concern

The threat is also from unorganized small scale entrepreneurs who sometimes run away with big orders due to their small set up cost. The nature of industry demands blocking of capital for a long period and hence more credit support from the banks are required.

Outlook

The current scenario is very encouraging because the major thrust of our Government is on Power and Infrastructure sector. Meanwhile Eastern and North Eastern region is witnessing the maximum development in the power sector. We are in a commanding position for all North Eastern demand of these Large Transformers as we are at the gateway to the entire region.

Subsidiary / loint Ventures / Associates

The Company does not have any Subsidiary / Associate Company at the end of the Financial Year. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Companys Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Companys website at www.marsonsonline.com.

Dividend

With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.

Share Capital

As per the Resolution Plan Capital approved by the NCLT Court vide order dated 9th May 2019, Reduction of Share Capital through Reduction in Face Value of Equity Shares from Rs. 10 each to Re. 0.20 each and thereafter Consolidation of Face Value of Shares from Re. 0.20 each to Re. 1 each has taken place resulting in Total Paid up capital amounting to Rs. 50,00,000/- (50,00,000 shares of Re. 1 each). During the year, the Company has allotted 10 crores shares to the Resolution Applicant (i.e., M/s Yashoda Inn Pvt. Ltd.) and 2 crores to Investor M/s Silvetoss Shoppers Pvt. Ltd. under Promoter/Promoter Group Category on Preferential basis. The Total Paid up capital of the Company as on 31st March is Rs. 12.50 Cr.

Segment wise performance

The Company is primarily a manufacturer of electrical transformer as a single unit. Accordingly, the Company is a single business segment company.

Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

Board of Directors

As per the Resolution Plan approved by NCLT Court, existing Board gets dissolved and new management has taken over the Company. Therefore, Mr. Akhilesh Kotia, Mr. A. S. Pillai and Ms. Uttara Sharma has resigned from the Board w.e.f 31.05.2019. Mr. Subhash Kumar Agarwala, Mr.

Rajesh Kumar Agarwal and Mr. Binay Kumar Agarwal have been inducted in the Board w.e.f

31.05.2019. Mr. Sanjay Kumar Rai has been appointed as the CFO of the Company w.e.f 10.08.2019. Ms.Uttara Sharma (M. No. A48464) has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f 14.02.2020. Ms. Sutama Chowdhury (DIN:08566836) has been appointed as the Women cum Independent Director w.e.f 14.02.2020.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companys website: www.marsonsonline.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees and attendance of Directors is given separately in the attached Corporate Governance Report.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31.03.2020 and state that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) 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; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related parties transactions in accordance with provisions of section 188 of the companies Act, 2013 and as identified by Management and Auditors are disclosed in AOC-2 form vide Annexure-II.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.marsonsonline.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 as on 31.03.2020:

a) Mr. Binay Kumar Agarwal, Wholetime Director

b) Ms. Uttara Sharma, Company Secretary

c) Mr. Sanjay Kumar Rai, CFO

Board Evaluation

Pursuant to the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI dated 05.01.2017 the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its committee.

Corporate Governance

Report on Corporate Governance along with the certificate thereon is separately attached as Annexure III and Annexure IV respectively and forms a part of the Directors Report.

Audit Committee

The Audit Committee comprises of the following Directors:

Name Status Category
Ms. Sutama Chowdhury Chairperson Independent Director
Mr. Binay Kumar Agarwal Member Wholetime director
Mr. Subhash Kumar Agarwala Member Director

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

Name Status Category
Ms. Sutama Chowdhury Chairperson Independent Director
Mr. Binay Kumar Agarwal Member Wholetime Director
Mr. Subhash Kumar Agarwala Member Director

The Companys Remuneration Policy is available on the Companys website www.marsonsonline.com and is attached as Annexure -V and forms part of this Report of the Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

Name Status Category
Ms. Sutama Chowdhury Chairperson Independent Director
Mr.Binay Kumar Agarwal Member Wholetime Director
Mr. Subhash Kumar Agarwala Member Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Companys website www.marsonsonline.com

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange. The Companys shares are compulsorily traded in the dematerialized form.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Sultana K & Associates, Practicing Company Secretary (C.P No. 20815), in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure- VI and forms a part of this Report of the Directors.

Internal Auditor

M/S Majumdar Mukherjee & Associates, Chartered Accountants (Reg. No. 328976E) of 64/81, K.B. Sarani, Kolkata- 700037 perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014. The Company has accepted loan from the directors as detailed in the statement of accounts. The directors have confirmed that these loans have not been given from the borrowed sources/ funds.

Loans, guarantees and investments

It is the Companys policy not to give loans, directly or indirectly, to any person or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - VII and forms a part of this Report of the Directors.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure VIII.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure-IX and forms a part of the Directors Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act.

Investor Education and Protection Fund (IEPF)

The unpaid and unclaimed dividend lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund ("IEPF") after a period of 7 (seven) years. Your Directors therefore suggest you to claim the unpaid dividend before the last date. Pursuant to the provisions of Section 124(6) of the Companies Act, 2013, Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF). In accordance with the aforesaid provisions, the Company is yet to transfer equity shares to Investor Education Protection Fund (IEPF), those who had not claimed dividend for a period of 7 years with effect from the FY 2011-12, as per the IEPF Rules notified by the Central Govt. from time to time.

Any shareholder whose shares are transferred to IEPF can claim the shares, as per the IEPF rules made there under, by making an online application in Form IEPF-5 (available on www.iepf.gov.in) along with the fees prescribed to the IEPF authority with a copy to the Company.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

Registered Office:

Marsons House, Budge Budge Trunk Road, Vill.-Chakmir, P.O. Maheshtala, Kolkata-700 142 CIN:L31102WB1976PLC030676 Phone:033-2212 7189 Fax: 033-2212 7189 E-Mail:info@marsonsonline.com Website:www.marsonsonline.com Dated: 13.11.2020

On behalf of the Board

Sd/- Sd/-
Binay Kumar Agarwal Subhash Kumar Agarwala
Director Director
(DIN:00566931) (DIN: 00566977)