Maruti Securities Ltd Directors Report.
Maruti Securities Limited.
Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2019.
Your Directors report that your Company has reported Rs.0.13 Iakhs income from other income and a Gross Loss before tax of Rs.13.53 Lakhs as against Gross Loss before tax of Rs .37.88 Lakhs in the previous year respectively.
|in Rupees||in Rupees|
|Profit before Tax(+)/Loss(-)||(13,53,421)||(37,88,379)|
|Provision for Tax||NIL||NIL|
|Profit after Tax(+)/Loss(-)||(13,53,421)||(37,88,379)|
|Deferred Income Tax Assets /Liabi:ities during the year||NIL||NIL|
|Profit/(Loss) from the period from Continuing operations||(13,53,421)||(37,88,379)|
|Profit/(Loss) at the beginning of the year||(38,15,97,667)||(38,02,09,288)|
|Profit/(Loss) for the period||(38,29,51,088)||(38,15,97,667)|
The Company incurred a loss of Rs. 13,53,421/ during the financial year 2018-19.
In view of the loss carried out for the previous financial years including current year , your Directors express their inability to recommend payment of dividend on equity shares to the members and on preference shares to the preference share holders.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to ITAT Order in favour of the Company for the Asst.Year 2005-06, 2006-07,2007-08,2008-09,200910,2010-11 2011-12, and 2013-14 the Income Tax Department have preffered an appeal in the High Court of Telengana challenging the ITAT Order.
Business Risk Management
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks.
The Countrys economic scenario has many challenges to overcome the financial liquidity in the economy and to obtain growth of 6% to 7% for the current financial year. Global Economy continues to face threats s of imposing additional duties to overcome and curtail excess supply from other developed nations.
The Governments thrust on infrastructure and growth in the industrialization with huge investments, the economic activity continuous to grow at a single digit growth.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.
The Human Relations in the organization have been cordial. Your Company believes that man power is its greatest asset and endeavors to improve employee welfare at all times.
Foreign exchange earnings and outflows are: NIL
Smt.Kavitha, independent director whose period of office expires on 25-08-2019 after completion of five years and eligible for re-appointment for further period of five years . A notice under Section 160(1) of the Act has been received from a Member signifying his intention to propose his appointment as a Director.
Sri.Sripathi Vamshi Krishna, independent director whose period of office expires on 25-08-2019 after completion of five years and eligible for re-appointment for further period of five years . A notice under Section 160(1) of the Act has been received from a Member signifying his intention to propose his appointment as a Director.
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.
Particulars of Loans, Guarantees and Investments
During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith
The Auditors Report to the members read together with the relevant notes thereon are self explanatory and hence do not warrant any comments under Section 217 of the Companies Act, 1956.
The provisions of Section 139(2) of the Companies Act 2013 and the Rules made there-under, mandated the Company to rotate its existing Statutory Auditors. The term of the existing Auditors M/s.P C N & Associates.,has been appointed for the period of five years with effect from the conclusion of the Annual General Meeting held on 28-09-2017 subject to ratification at every Annual General Meeting.
In this Regard, M/s. PCN & Associates, has provided a declaration stating that they are not disqualified to continue to act as the Statutory Auditors of the Company.
Corporate Governance report and Auditors Certificate regarding Compliance of conditions of Corporate Governance are made a part of the Annual Report as per the Annexure A.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.
Number of Board Meetings held during the financial year and the dates of the Board meetings:
Thirteen Board meetings were held during the financial year 201 8-2019.
The dates on which the above Board meetings were held are as follows;
30th May 2018,29th June 2018,10th July,2018,30th July 2018,25th August 2018,,29th September 2018, 1st October 2018,15th October 2018, 29th October 2018, 24th December 2018, 28th January 2019, 18th February,2019 and 30th March,2019.
At the 20th Annual General Meeting of the Company held on 30th September 2014, the Members of the Company had appointed Independent Directors of the Company, for a period of 5 years. Now, it is proposed to re-appoint them again for another period of Five Years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;
b. That 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 ended 31st March, 2019 and of the profit and loss of the company for that period;
c. That 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;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
During the year ended March 31, 2019, the Company does not have any material listed/unlisted subsidiary companies. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr.Sripathi
Vamshikrishna, Chairman Audit Committee through email or by correspondence through post.
Related Party Transaction
Policy on dealing with Related Party Transactions as approved by the Board.
Familiarisation programme for Independent Directors
The Company has formulated a programme for familiarising 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 initiatives.
Key Managerial Personnel
B. Arun, Chief Financial Officer and Sagar Modve., Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act,
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board:
No related party transactions were entered into during the financial year under review, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is in Form No. MR-3 obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board s Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board s Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An lnternal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.
DEMATERIALISATION OF SECURITIES
As Members are aware, your Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2019, 90.76% of your Companys paid up Capital representing 45,38,465 equity shares are in dematerialized form. In view of numerous advantages emanating from the depository system. Members holding equity shares in physical mode are requested to avail the facility of dematerialization of the Companys shares on either of the depositories i.e., CDSL/NSDL.
Your directors have pleasure in recording their appreciation of co-operation extended to the Company by the Bankers and employees.
|For and on behalf of the Board|
|Place: Secunderabad||B.Arun||Sagar Modve|
|Date: 23-08-2019||CFO||Company Secretary|