Marvel Web Solutions Ltd Directors Report

TO,

THE MEMBERS,

On behalf of the Board of Directors I have great pleasure in presenting to you the 23rd Annual Report together with the Audited Financial Statement of the Company for the year ended on 31st March 2017 and other accompanying reports, notes and certificates.

1. FINANCIAL RESULTS:

	Year Ended 31.03.2017	Year Ended 31.03.2016
	(Rs. in Lacs)	(Rs. in Lacs)
Total Income	0	0
Total Expenditure	2.59	2.64
Profit/(Loss) before Depreciation	(2.59)	(2.64)
Depreciation	0.009	0.01
Profit/(Loss) Before Tax	(2.599)	(2.65)
Deferred Tax Charge
Net Profit/(Loss)	(2.59)	(2.65)
Appropriations	(381.37)	(378.72)
Balance transferred to Balance Sheet	(383.97)	(381.37)

2. DIVIDEND:

In view of insufficient profit, the Directors have not recommended any Dividend for the year ended 31st March, 2017

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AQND PROTECTION FUND :

The provisions of section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPCTS:

Due to variance in market conditions, the performance of the company for the year ended on 31st March, 2017 is decreased over the previous year.

COMPANYS PERFORMANCE:

Due to variance in market conditions, the loss before tax was Rs. 2.59 Lacs as compare to loss of Rs.2.65 Lacs in the previous year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitment affecting the financial position of the company occurred

6. CONVERTISM OF ENERGY, TECHNOLOGHY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of section 134(m) of The Companies Act, 2013 do not apply to our company. There was no Foreign exchange inflow or outflow during the year under review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY.

The company has general risk management policy as the elements of risk threatening the companys existence are very minimal.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPOSNSIBILITY INITIATIVES

The company has not developed and implemented any corporate social responsibility initiative as the said provision is not applicable.

9. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investment made by the Company under section 186 of The Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES. PUBLIC DEPOSITS:

The company has not accepted any deposits under section 58A of the Companies Act, 1956 from the public during the year.

11. EXPLAINATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE

REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

There were no qualifications, reservations or adverse remarks made by the auditors and company secretary in their report.

12. COMPANYS POLICY RELATING TO DIRECTORS:

M/s Sandhya Badekar retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

13. ANNUAL RETURN:

The extract of Annual Return pursuant to the provision of section 92 read with Rule 12 of The Companies (Management and administration) Rules, 2014 is furnished.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Company had 6 Board meetings during the year under review

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the Directors confirm that.

a) In the preparation of the annual account for the year ended 31st March, 2017 the applicable accounting standards have been followed except as stated in the Notes to Accounts attached to the Annual account.

b) Appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a True & Fair View of the state of affairs of the Company as at March 31, 2016 and Loss of the Company for the year.

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to the companys policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

f) The director had advised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiaries, joint venture or associate company.

17. DEPOSITS SYSTEM:

Securities & Exchange Board of India (SEBI) has made compulsory trading of the companys Equity shares in dematerialized from mandatory in the line with this, the company has entered into Tripartile Agreement with Central Depository Services (India) Limited and shares Dynamic (India) Pvt. Ltd., Registrars for depository system. The company has also into a Tripartite Agreement with National Securities Depository Ltd. (NSDL) and Sharex Dynamics (India) Pvt. Ltd., Registrars for depository system. The shareholders are requested to send their shares for dematerialization at the earliest.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosures to the Board that fulfill all the requirements as stipulated in section 149(6) of The Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of The companies Act, 2013 and the relevant rules.

19. STATUTORY AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. S M Palsule Desai & Co., the retiring Auditors are eligible for re-appointment. The Company has received a Certificate from them to the effect that his appointment, if made, it would be in accordance with the provision of section 141 of the Companies Act, 2013.

AUDITORS REPORT:

The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation.

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of Following members

a. Mr. Pradeep Jain

b. Mr. SM Palsule Desai.

c. Mrs. Manju Rathi

d. Miss. Sandhya Sahebrao badekar

The above composition consist of Independent directors who form majority.

21. Shares

The company has not bought back any securities or has not issued any sweat equity shares or bonus shares or stock option scheme during the year under review.

22. STOCK EXCHANGE LISTINGS:

Equity Shares of the Company are listed on The Bombay Stock Exchange Ltd. The Company confirms that it has paid annual listing fees to the above Exchange for the year 2016-2017.

23. DEMATERIALISATION OF SHARES:

Company has dematerialized its shares with both depositories viz. Central Depository Services(India) Ltd.

(CDSL) and National Securities Depository Ltd. (NSDL)

24. PARTICULARS REGARDING EMPLOYEES:

Information required to be given pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 is not applicable to the Company during the year under review.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

As per clause 49 of the Listing Agreement with Stock Exchange, your company is required to give a note on management discussion and analysis with regards to company perception. A report on the same is given separately as Annexure-I.

26. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of Listing Agreement with Bombay Stock Exchange, Management Discussion and Analysis, a report on Corporate Governance and Certificate from the Auditors of the Company regarding compliance of the condition of corporate governance by the Company is attached to this Annual Report.

Further, a declaration signed by the member of the Board affirming compliance with the Code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is given separately as Annexure - II.

27. ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for the assistance and continued co operation extended by all its employees, Banks, Government Authorities, shareholders and all other business associates towards efficient operation of your company.

	For and on behalf of Board of Directors
	Sandhya Badekar DIRECTOR
Registered Office:
115/B Shalimar Miracle,
Opp/ ICICI Bank, SV Road,
Goregaon west, Mumbai-400062
Date: 06/09/2017