To,
The Members,
Maruti Infrastructure Limited
Your Directors have pleasure in presenting the 29th Annual
Report on the business and operations of your Company together with the Audited Financial
Statements for the financial year ended on 31st March, 2023.
1. FINANCIAL RESULTS:
The Financial performance of your Company for the financial year ended
on 31st March, 2023 is summerised below:
(Rs. in Lakhs)
| Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Revenue |
3544.79 |
2583.64 |
3544.79 |
2583.64 |
| Total Expenses |
3404.73 |
2499.47 |
3379.37 |
2499.47 |
| Profit / (Loss) before Tax |
140.07 |
84.17 |
165.42 |
84.17 |
| Less: Tax Expenses |
38.71 |
32.60 |
38.71 |
32.60 |
| Profit / (Loss) for the Year |
101.35 |
51.57 |
126.71 |
51.57 |
2. STATE THE COMPANYS AFFAIRS AND OPERATIONS:
The Company is engaged in business of Infrastructure & Construction
Project mainly into affordable EWS Housing Project and Urban Infra Projects. The Company
is affiliated with Professional Institutes such as Gujarat Institute of Housing and Estate
Developers (GIHED), Builder Association of India (BAI), the Gujarat Institute of Civil
Engineers and Architects (GICEA), Indian Plumbing Association (IPA), Gujarat Contractor
Association (GCA).
The Company is registered as approved Contractors in "AA"
Class in R&B Division for the whole of Gujarat State & Ahmedabad Municipal
Corporation.
During the year ended on 31st March, 2023, the revenue from
operations of the Company on Consolidated Basis was Rs. 3544.79 Lakhs and net profit for
the current year was Rs 101.35 Lakhs. However on Standalone Basis was Rs. 3544.79 lakhs
compared to Rs. 2583.64 Lakhs of previous financial year and the net profit on Standalone
Basis for the current year was Rs. 126.71 Lakhs compared to Rs. 51.57 Lakhs of the
previous year.
3. CHANGE IN NATURE OF BUSINESS:
During the Financial year 2022-2023, there was no change in the nature
of business of the Company.
4. TRANSFER TO RESERVES:
During the financial year under review, no amount has been transferred
to General Reserve.
5. DIVIDEND:
In order to conserve the financial resources, the Board of Directors of
the Company do not recommended any dividend for the financial year 2022-2023.
6. DEPOSIT:
The Company neither has accepted nor invited any deposit from the
public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made
thereunder.
7. SHARE CAPITAL:
The paid-up equity share capital of the Company as on 31st
March, 2023 was Rs.1250.00 Lakhs. During the year under review, the Company has not issued
shares with differential voting rights nor granted stock options nor sweat equity.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANICAL
POSITION AFTER THE END OF FINANCIAL YEAR:
There are no material changes and commitments 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.
9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES :
During the year under review, Your company had incorporated a
subsidiary Company namely as Karnish Infrastructure Private Limited on 10th
August, 2022 During the period under review, the Board of Directors reviewed the affairs
of its Subsidiary. In accordance with Section 129(3) of Companies Act, 2013, the
Consolidated Financial Statements of the Company and its Subsidiary in accordance with the
relevant accounting standards have been prepared which forms part of the Annual Report.
Further, a statement containing the salient features of the financial statements of the
Subsidiary in Form AOC-1 forms an integral part of this report and is annexed as Annexure
– V
10. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:
The Board of Directors of the Company has approved a policy on
determining Material Subsidiary which is available on the website of the Company at
https://www.marutiinfra.in/codes-policies/. The Company has complied with the corporate
governance requirements with respect to subsidiary / unlisted material subsidiary as per
Regulation 24 of the Listing Regulations.
11. ANNUAL RETURN:
In accordance with Section 92(3) of the Act read with the Companies
(Management and Administration) Amendment Rules, 2021, the requirement of attaching
extract of the annual return in Form MGT-9 with the Boards report is done away with.
The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended
31st March, 2023 is available on the website of the Company at
https://www.marutiinfra.in/annual-return/.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
? Composition of Board:
Your Company has an appropriate mix of Executive, Non-Executive and
Independent Director for proper function of governance and management.
As on 31st March 2023, our Board comprised of 6 members,
consisting of 2 Executive Director, 1 Non Executive Non Independent Director and 3
Independent Director.
The Following is the composition of Board as on 31st March
2023:
| Name of Director |
Category |
| Mr. Nimesh Patel |
Chairman and Managing Director |
| Mrs. Hiteshi N Patel |
Non Executive Director |
| Mr. Chetan A Patel |
Whole Time Director |
| Mr. Shrikant N. Jhaveri |
Independent Director |
| Mr. Nishit P Patel |
Independent Director |
| Mrs. Dipali S. Patel |
Independent Director |
The relevant details in terms of Sub-regulation (3) of Regulation 36 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of
the Director proposed to be appointed or re-appointed, are provided in the Notice for
convening the 29th Annual General Meeting of the Company.
? Retirement by rotation and Re-appointment of Director:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Hiteshi N. Patel (DIN: 01827517), Director of
the Company, retires by rotation at the 29th Annual General Meeting and is
eligible for offers herself for re-appointment. The Board recommended her re-appointment.
? Re-appointment of Managing Director :
Mr. Nimesh D. Patel was previously re-appointed as a Managing Director
designated as Chairman and Managing Director for the period from 1st August,
2020 to 31st July, 2023. Pursuant to the provisions of the Companies Act, 2013
and the Rules farmed thereunder, on the recommendation of Nomination and Remuneration
Committee, the Board of Directors has re-appointed Mr. Nimesh D. Patel (DIN: 00185400) as
a Managing Director designated Chairman and Managing Director for a period of three years
with effect from 1st August, 2023 and concluding on 31st July, 2026,
subject to approval of Members in General Meeting.
? Re-appointment of Whole Time Director :
Mr. Chetan A. Patel was appointed as a Whole Time Director for the
period from 15th December 2020 to 14th December, 2023. Pursuant to
the provisions of the Companies Act, 2013 and the Rules farmed thereunder, on the
recommendation of Nomination and Remuneration Committee, the Board of Directors has
re-appointed Mr. Chetan A. Patel (DIN: 01827517) as a Whole Time Director for a period of
three years with effect from 15th December, 2023 and concluding on 14th
December, 2026, subject to approval of Members in General Meeting.
? Key Managerial Personnel :
Pursuant to Section 203 of the Companies Act, 2013, the following are
the Key Managerial Personnel of the Company as on 31st March, 2023:
| Name |
Designation |
| Mr. Nimesh D. Patel |
Chairman & Managing Director |
| Mr. Chetan A. Patel |
Whole Time Director |
| Mr. Pratik Acharya |
Chief Financial Officer |
| Mr. Alfez Solanki |
Company Secretary & Compliance Officer |
Except above, there was no change in the Directors or Key Managerial
Personnel during the year.
? Declaration of Independence from Independent Director :
The Company has received declaration of Independence as stipulated
under section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the
Listing Regulations from all the Independent Directors confirming that they meet the
criteria of independence and not disqualified from continuing as an Independent Director.
The Board of Directors of the Company is of the view that Independent
Directors fulfill the criteria of independence and they are independent from the
management of the Company. All Independent Directors of the Company have confirmed that
they have registered themselves with Independent Directors Database of The Indian
Institute of Corporate Affairs (‘IICA) and have cleared the online proficiency
test of IICA, if applicable.
? Annual Performance Evaluation :
In terms of the provisions of Section 134(3)(p) the Companies Act, 2013
read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,the Nomination and Remuneration
Committee has carried out the annual evaluation of performance of the Director/Board/
Committees of Board. The Board of Directors have carried out the annual evaluation of
performance of its own, the directors individually as well as the evaluation of its
committees. The manner in which the evaluation was carried out, is provided in the
Corporate Governance Report, which is part of this Annual Report.
? Nomination and Remuneration Policy:
The Company has framed and adopted the Nomination and Remuneration
Policy for selection and appointment of Directors, Key Managerial Personnels (KMPs) and
other employee pursuant to the provisions of Section 178(3) of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The salient
aspects covered in the Nomination and Remuneration Policy, covering the policy on
appointment and remuneration of Directors and other matters have been outlined in the
Corporate Governance Report which forms part of this Annual Report. The said policy is
available on the website of the Company at https://www.marutiinfra.in/ codes-policies/.
? Meetings of Board:
During the financial year 2022-23, 5 (Five) Board Meetings were
convened and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
13. BOARD COMMITTEES:
The Board of Directors of your Company have already constituted various
Committees in compliance with provisions of the Companies Act, 2013 and / or the SEBI
(Listing Obligations and Disclosure Requirements) 2015 viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility (CSR) Committee.
All decisions pertaining to the constitution of Committees, appointment
of members and fixing of terms of reference / role of the Committee are taken by the Board
of Directors.
Details of the role and composition of these Committees, including the
number of meetings held during the financial year and attendance at meetings, are provided
in Corporate Governance Section of the Annual Report.
14. INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors of the Company
met on14th February, 2023, inter alia to discuss: i) Evaluation of Performance
of Non-Independent Directors and the Board of Directors of the Company as a whole. ii)
Evaluation of performance of the Chairman and / or Managing Director of the Company,
taking into views of Executive and Non-executive Directors. iii) Evaluation of the
quality, content and timelines of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act,
2013, the Board of Directors of the Company hereby state and confirm that: (a) in the
preparation of the annual accounts for the financial year ended 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any; (b) 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 31st March, 2023 and of the profit and loss of the company for
the financial year ended 31st March, 2023; (c) the directors had taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; (d) the directors had
prepared the annual accounts on a going concern basis; (e) the directors had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and (f) the directors had devised
proper systems to ensure compliance with the provisions of the applicable laws and that
such systems were adequate and operating effectively.
16. AUDITORS AND AUDIT REPORTS:
? Statutory Auditors:
M/s. Meet Shah & Associates., Chartered Accountants, Ahmedabad
(Firm Registration No. 142114W), was appointed as Statutory Auditors of the Company at the
28th Annual General Meeting held on 30th September, 2022 for a
period of five years from the conclusion of the 28th Annual General Meeting
till the conclusion of 33rd Annual General Meeting.
The Auditors Report is unmodified i.e. it does not contain any
qualification, reservation or adverse remark or disclaimer for the financial year on 31st
March, 2023. The Notes on financial statements are self explanatory, if any, and needs no
further explanation.
? Cost Auditor:
The requirement for maintenance of cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
applicable to the Company.
? Secretarial Auditors:
Pursuant to the provisions of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014,
the Board of Directors of the Company appointed M/s. Bharat Prajapati & Co.,
Practicing Company Secretaries, Ahmedabad as the Secretarial Auditor to conduct the
Secretarial Audit of the Company for financial year 2022-23. The Report of the Secretarial
Audit Report is set out in an as ‘Annexure - I to this report.
There is no qualification, reservation or adverse remark in the report.
17. ANNUAL SECRETARIAL COMPLIANCE REPORT :
The Annual Secretarial Compliance Report under Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 read with
SEBI circular no: CIR/ CFD/CMD1/ 27/2019 dated 8th February, 2019, BSE circular
no. LIST/COMP/10/2019-20 dated 9th May, 2019 and BSE circular no
LIST/COMP/12/2019-20 dated 14th May, 2019, the Company has obtained Annual
Secretarial Compliance Report from M/s Bharat Prajapati & Co., Practicing Company
Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines
issued there under and the copy of the same shall be submitted with the Stock Exchanges
within the prescribed due date.
18. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
The Auditors has not reported any instance of frauds under sub-section
(12) of Section 143 of the Companies Act, 2013 including rules made thereunder.
19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
PARTICULARS OF EMPLOYEES:
The information required in accordance with the provisions of Section
197 (12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is set out in‘Annexure - II
to this Report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013:
Details of Loan, Guarantee and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
21. RELATED PARTY TRANSACTIONS:
During the year, the transactions entered by the Company with related
parties were in the ordinary course of business and at arms length basis and thus
disclosure in Form AOC-2 in terms of the Companies Act, 2013 is not required.
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 the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and on dealing
with related party transactions as approved by the Board may be accessed on the
Companys website at https:// www.marutiinfra.in/codes-policies/.
There are no materially significant related party transactions having
potential conflict with the interest of the Company at large. The details of contracts or
arrangements with related parties for the financial year ended on 31st March,
2023 is given in Note No. 29 of the financial statements of the Company. The Audit
Committee approved such transactions.
22. MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS AND
INTERNAL FINANCIAL CONTROLS:
During the financial year ended on 31st March, 2023, there
were no significant material orders passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in future and its future
operations.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO:
1. Conservation of Energy: i) The steps taken or impact on
conservation of energy: The operations of your company are not energy intensive. However,
adequate measure have been initiated for conservation of energy. ii) The steps taken by
the company for utilising alternate sources of energy: Though the operations of the
Company are not energy intensive, the Company shall explore alternative source if energy,
as and when the necessity arises. iii) The capital investment on energy conservation
equipments: Nil
2. Technology Absorption: i) The efforts made towards
technology absorption – The minimum technology requirement for the business has been
absorbed ii) The benefits derived like product improvement, cost reduction, product
development or import substitution – Not Applicable iii) In case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year)- Not Applicable (a) the details of technology imported; (b) the year of
import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas
where absorption has not taken place, and the reasons thereof; and iv) The expenditure
incurred on Research and Development – Not Applicable
3. Foreign Exchange Earning and Outgo: NIL
24. CORPORATE GOVERNANCE:
In compliance with provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance
along with a certificate from the Auditors of the Company regarding compliance of
conditions of corporate governance, forming a part of this report and is annexed as
Annexure – III.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is
annexed after the Directors Report and forming a part of this report and is annexed
as Annexure-IV.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has put in place adequate internal financial controls with
reference to the financial statements. During the financial year, such internal financial
controls were operating effectively and it is commensurate with the size, scale and
complexity of the Company and the nature of business of the Company.
27. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as per Regulation 34(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
the Company as the Company does not fall under top 1000 listed Companies on the basis of
market capitalization.
28. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market
capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your
Company is not required to formulate the Dividend Distribution Policy.
29. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:
The provisions relating to establish a Corporate Social Responsibility
Committee and Corporate Social Responsibility activities are not applicable to the
Company. However, as a good governance practice, the Company has constituted the Corporate
Social Responsibility (CSR) Committee. Details of the role and composition of the
Committee are provided in Corporate Governance Section of the Annual Report.
30. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower
Policy/Vigil Mechanism Policy in compliance with the provision of Section 177 (9) &
(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The policy provides for a framework and
process whereby concerns can be raised by its employees against any kind of
discrimination, harassment, victimization or any other unfair practice being adopted
against them. The Policy of vigil Mechanism of the Company is available on the website of
the Company at https://www.marutiinfra.in/codes-policies/.
31. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India.
32. RISK MANAGEMENT POLICY:
The Board reviews the risks associated with the Company every year
while considering the business plan. Considering the size of the Company and its
activities, it is felt that the development and implementation of a Risk Management Policy
is not relevant to the Company and in the opinion of the Board, there are no risks, which
may threaten the existence of the Company.
33. SEXUAL HARASSMENT POLICY:
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year
2022-23, the Company has not received any complaints under the said Act.
34. AFFIRMATION AND DISCLOSURE:
All the Members of the Board and the Senior Management Personnel have
affirmed their compliance with the Code of Conduct as on 31st March, 2023 and a
declaration to that effect, signed by the Managing Director, forms an integral part of
this report.
35. GENERAL DISCLOSURE :
(a) No application has been made under the Insolvency and Bankruptcy
Code. The requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
(b) The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
36. ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation and
gratitude for the valuable support and co-operation received from the Customers and
Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and
Shareholders during the year under review. Your Directors wish to place on record their
deep sense of appreciation for the devoted services of the Executives, Staff and Workers
of the Company for its success.
For and on behalf of the Board of Directors of MARUTI INFRASTRUCTURE
LIMITED
| Place: Ahmedabad |
NIMESH D. PATEL |
| Date: 14thAugust, 2023 |
CHAIRMAN & MANAGING DIRCTOR |
|
(DIN: 00185400) |
+91-9892691696
