undefined share price Directors report


Dear Shareholders,

Your Directors present the 29th Annual Report and the audited financial statements for the financial year ended March 31st, 2022.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31st, 2022 is summarized below: (Amount in Lakhs )

FINANCIAL YEAR FINANCIAL YEAR
ENDED AS ON ENDED AS ON
PARTICULARS
MARCH 31ST, 2022 MARCH 31ST, 2021
Income From Operations 529.63 349.35
Other Income 0.77 -
Total Income 530.40 349.35
Less: Total Expenditure before Depreciation 472.34 308.03
Profit / (Loss) before Depreciation & Extra-
Ordinary Item 58.06 41.32
Less: Depreciation 10.51 4.75
Profit/ (Loss) before Extra-Ordinary Items 47.55 36.57
Less: Extra-ordinary Item - -
Profit/(Loss) before taxation 47.55 36.57
Less: Current Tax 17.74 14.31
Less: Provision for Tax - -
Tax expenses (Net) (including deferred tax and
tax for earlier years) (5.04) (4.71)
Profit / (Loss) after taxation 34.85 26.97
Other Comprehensive Income - -
Add: Balance of profit/(loss) brought forward
from Previous Year (54.57) (76.15)
Transfer to (From) Retained Earning (6.97) (5.39)
Balance carried to Balance Sheet (26.69) (54.57)

CAPITAL ISSUE

During the financial year 2021-2022 the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2021, the paid-up Equity Share Capital of the Company is Rupees. 6,00,00,000/- Of the total paid up share capital of the Company, 72.77 % is held by Promoters and Promoter Group, and balance of 27.73 % is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.

DIRECTORS

Mr. Akhil Nair (DIN: 07706503) as Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and being eligible has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing Annual General Meeting. The brief resume of the Director and other related information has been detailed in the Notice convening the 29th Annual General Meeting of the Company. The Board recommends his re-appointment as Non-Executive Independent Director of the Company.

INDEPENDENT DIRECTORS

Mrs. Deepa Sajeev Nair (DIN: 09291891), has been appointed for the post of Woman Independent Director and Mr. Pankaj Ganpat Jadhav (DIN: 05279030) with effect from 30th September, 2021.

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and Clause 49 of the erstwhile

Listing Agreement, Mr. Naimesh Jayvardan Jariwala (DIN: 06415828) and Mr. Manish Jayvardan Jariwala (DIN: 06476260) were appointed as Independent Non-Executive Directors w.e.f. 17th December, 2018. Mr. Naimesh Jayvardan Jariwala and Mr. Manish Jayvardan Jariwala, Mr. Pankaj Ganpat Jadhav and Mrs. Deepa Sajeev Nair the Independent Directors of the Company have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in Sub Section 149(6) and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company arranged familiarization programs for the Independent Directors. Independent Directors have already been informed about their duties, rights, responsibilities and Code of Conduct including various recent changes of the Companies Act, 2013 in the Board Meeting of the Company. The details of familiarization program for Independent Directors are available on the website of the Company at-www.margtechno.com.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year reviewed, the Company has no any Subsidiary and Associate Companies.

CORPORATE GOVERNANCE

The Company is exempted from reporting on corporate governance under Regulation 27 of SEBI (LODR), 2015.

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.

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 RETURN

The Annual Return has been placed on the website of the company i.e. www.margtechno.com (web-link).

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company review the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company. In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company. The Policy ensures that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Policy has been approved by the Nomination and Remuneration Committee and the Board. The document as approved by the Board is available on the Company Website www.margtechno.com.

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges). There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website. Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC.2. In compliance of Listing Regulations, the Company has framed the policy for transactions with Related Parties.

KEY MANAGERIAL PERSONNEL (KMPS)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mr. Dhananjayan Kakkat Nair, Whole time Director, Mrs. Keerti Nair, Chief Financial Officer and during the financial year 2021-22, Ms. Juhi Madanbhai Roy resigned from the post of Company Secretary & Compliance officer w.e.f. 11th November, 2021, the resignation letter was placed and taken on record by the board of directors in its meeting held on 11-11-2021, as on this date of this report.

PARTICULARS OF LOANS, GUARANTEES INVESTMENTS AND SECURITY PROVIDED

Details of loans, guarantees, investments and security provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are provided in notes forming part of the financial statements.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive/ Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.

The following are the criteria on the basis of which the Directors are evaluated:

1) Knowledge to perform the role.

2) Time and Level of Participation.

3) Performance of Duties and Level of Oversight.

4) Professional Conduct and Independence. Feedback on each Director is encouraged to be provided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of the Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company Internal Financial Control System are Commensurate with the nature, size and complexity of the Business and Operations. They are routinely tested and certified by Internal Auditors. Significant Audit Observation and the Follow up actions are reported to the Audit Committee.

STATUTORY AUDITORS

Haribhakti & Co., Chartered Accountants, Vadodara (Firm Registration No118013W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the ("AGM") of the Members held on September 30th, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on September 30th, 2019 Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

AUDITORS REPORT

The Notes on financial statement referred to in the Auditors Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

DETAILS OF BOARD MEETING

During the financial year under review. 22 (Twenty Two) meetings of Board of Directors were held. Details of which is Annexed herewith.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed Mr. Jitendra R. Bhagat Proprietor of BHAGAT ASSOCIATES, Practicing Company Secretary Surat, to conduct Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith marked as Annexure-A to this Report.

The qualification reservation or adverse remarks in secretarial Audit Report made by secretarial auditor has been explained by the directors/management in a separate "Annexure A".

INTERNAL AUDITOR

The Company has appointed M/s N.C. Rupawala & Co. Chartered Accountant, Surat as Internal Auditors for the year 2022-2023.

PUBLIC DEPOSITS

The company has not accepted any public deposit during the year under review.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place, Policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complain Committee (ICC) has been in place to redress complaints received regarding Sexual Harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants and ICC, while dealing with issues related to Sexual Harassment at workplace.

PARTICULARS REQUIRED UNDER COMPANIES (ACCOUNTS) RULES, 2014

Information required to be provided under Section 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. Particulars of foreign currency earnings and outgo during the year are given as hereunder:

Foreign Currency Earnings (Accrual Basis) - Rs. Nil Foreign Currency Expenditures (Accrual Basis) - Rs. Nil

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: a. In the preparation of the annual financial statements for the financial year ended March 31st,

2022, 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 March 31, 2022 and of the loss of the Company for the year ended on that date; c. 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; d. The Directors had prepared the annual financial statements for the financial year ended March

31, 2022, on a ‘going concern basis; e. 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 f. 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.

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 2021-22 duly reviewed by Audit Committee and approved by Board and is presented in a separate section forming part of this Annual Report.

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.

PARTICULARS OF COMMITTEE

Particulars of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Vigil Mechanism Policy are attached as Annexure-E, Annexure- F, Annexure-G and Annexure-H respectively, forming part of the report.

GENERAL

There have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this 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 Akhil Nair
Managing Director Director
DIN: 07050431 DIN: 07706503
Place: Surat
Date: 16/09/2022