Mar 31, 2018
To,
The Members,
Marathwada Refractories Limited
The Directors have pleasure in presenting the Thirty Ninth Annual Report of your Company together with audited statement of Accounts and the Auditorâs Report thereon in respect of the year ended on March 31, 2018.
1. Financial Summary
(Rs. In Lakhs)
Particulars |
For the FY 2017-18 ended on 31st March, 2018 (INR) |
For the FY 2016-2017 ended on 31st March, 2017 (INR) |
Total Income |
3.28 |
11.34 |
Total Expenditure |
13.61 |
10.06 |
Profit / (Loss) before tax |
(10.32) |
1.28 |
Less: Tax Expenses |
0.01 |
0.39 |
Profit / (Loss) after Tax |
(10.34) |
0.89 |
The Company does not have any subsidiaries and hence is not required to prepare a consolidated financial statement.
2. State of Companyâs Affairs
The Company has since discontinued its business activities of inter alia production, manufacture or trade refractories of all kind and bricks of all types and varieties being does not resulting as a profitable venture. During the year under consideration the company has earned income mainly from interest earned on fixed deposits placed with the nationalized Bank.
During the under review, Calvera Capital Pte. Limited (âAcquirerâ) and LT Investment Limited (âPACâ) have jointly acquired 5,19,525 shares constituting 74.22% of the paid-up share capital of the Company from Mr. Sushil Pandurang Mantri (âSellerâ) in accordance with the Share Purchase Agreement (âSPAâ) dated November 21, 2017 executed between the Acquirer, PAC and the Seller. The Acquirer also acquired 5,475 shares from the public shareholders of the Company vide an Open Offer made as per the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Consequently, Mr. Sushil Pandurang Mantri shall be de-classified as a Promoter and re-classified as a Public Shareholders subject to approval of Members in the ensuing AGM and the perspective Stock Exchanges.
The prime objective of the Acquirer for the acquisition of SPA Shares was to have substantial holding of Equity Shares and voting rights accompanied by control over the management of the Company. Post successful acquisition the new promoters are considering available options to revive or diversify the business of the Company. The Company along with new promoters is in process of effecting smooth transition of the management and control.
As mentioned above, Directorsâ of your Company are considering available options to revive or diversify the business of the Company subsequent to the acquisition of substantial shareholding in the Company, there is nothing at present which can be reported under Management Discussion and Analysis Report in so far industry structure, outlook, opportunities and risk are concerned. The Directors have dealt with the other aspects relating to financial performance, internal control and accounting treatment as far as possible elsewhere in this report.
Further, the obligations relating to compliance with corporate governance provisions does not apply to the Company as per the exemption criteria given under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Company shall comply with the requirements with the said regulations within six months from the date on which it becomes applicable to it. Nevertheless, the Company follows highest governance standards in spirit and believes in philosophy of transparency and disclosure. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Your Companyâs Board exercises its fiduciary responsibilities in the widest sense of the term.
3. Dividend
In view of inadequacy of profits, the Board of Directors has not recommended any dividend for the year under review.
4. Share capital
The current Share Capital of the Company is Rs. 70,00,000 (Rupees Seventy Lakhs Only) consisting of 700,000 (Seven Lakhs) Equity Shares of Rs. 10 (Rupees Ten only) each. There was no change in the Share Capital of the Company during the year under review.
5. Amount to be transferred to reserves
No amount is proposed to be transferred to any reserve.
6. Subsidiary/Joint Ventures/Associate Companies
The Company did not have any subsidiaries, joint ventures or associate companies during the year under review.
7. Directors and Key Managerial personnel
The present Board of Directors consists of the following Directors:
i. Mr. Shao Xing Max Yang
ii. Mr. Jayant Goel
iii. Ms. Aparna Goel
iv. Ms. Ntasha Berry
In terms of Share Purchase Agreement, as discussed above, Mr. Dig Vijay Singh, Mr. Hebbur Satyanarayana Girish Gupta, and Mr. Ganapathy Venkatesh ceased to be the Directors of the Company.
Ms. Aparna Goel, who was and Independent Director of the Company has given a declaration that due to change in circumstances she does not meet criteria of independence and accordingly her status has been changed from an Independent Director to non Executive Director. She retires by rotation and being eligible, offers herself for re-appointment.
The Board has entrusted nomination committee to search for the Independent Directors in terms of the statutory provisions and the process for the same is underway as the committee is screening candidates suitable for the position.
8. Board Meetings
During the year under review the Board met 4 (Four) times inter alia to adopt and declare financial results to stock exchanges.
9. Declaration by Independent Directors
The Company has received necessary declarations from Ms. Ntasha Berry, an Independent Director, under Section 149(7) of the Companies Act, 2013 that she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. Ms. Aparna Goel has given declaration stating that she no longer meet the criteria of independence due to change in circumstances. The Board took note of the declarations.
10. Board Evaluation
The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.
The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
In a separate meeting of independent Directors, performance of non-independent Directors, the Chairman of the Company and the board as a whole was evaluated, taking into account the views of executive Directors and non-executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as education qualification, experience of the core area in which the company operates, attendance, the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent Directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.
Performance evaluation of independent Directors was done by the entire board, excluding the independent director being evaluated.
11. Audit Committee
Present composition of the Audit Committee is as under:
1. Ms. Ntasha Berry
2. Mr. Shao Xing Max Yang
3. Mr. Jayant Goel
During the financial year, the Audit Committee met 4 (four) times.
12. Nomination & Remuneration Committee
Present composition of the Nomination & Remuneration Committee is as under:
1. Mrs. Aparna Goel
2. Ms. Ntasha Berry
3. Mr. Shao Xing Max Yang
During the financial year, the Nomination & Remuneration Committee met 1 (One) time.
13. Stakeholdersâ Relationship Committee
Present composition of the Stakeholdersâ Relationship Committee is as under:
1. Mr. Shao Xing Max Yang
2. Mr. Jayant Goel
3. Ms. Ntasha Berry
During the financial year, the Stakeholdersâ Relationship Committee met 1 (One) time.
14. Companyâs Policy on Directorsâ Appointment and Remuneration
The Company has policy which mandates to look criteria for determining qualifications, positive attributes and independence of Directorsâ Appointment and Remuneration while considering appointment of Director and key managerial personnel. The policy inter alia takes into account: (i) 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; (ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) remuneration to Directors and key managerial personnel 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.
15. Remuneration Details of Directors/ Key Managerial Personnel (KMP) and Employees
None of the employees and Directors or Key Managerial Personnel are in receipt of remuneration, hence the disclosure prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.
The members of Board are only entitled to sitting fees as approved by the Board pursuant to provisions of Section 203 of the Companies Act, 2013 and Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
16. Directorsâ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (âthe Actâ) and, based upon representations from the Management, the Board states that:
a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures;
b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for the year;
c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts of the Company on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. Statutory Auditors
M/s. Guru & Jana, Chartered Accountants (Firm Registration Number 006826S) are appointed as the Statutory Auditors of the Company. There are no qualifications or adverse remarks in the Statutory Auditorsâ Report which require any explanation from the Board of Directors.
18. Internal Auditors
In accordance with Section 138 of the Companies Act, 2013 read with Rule 13 of Chapter IX of the said Act, the Board appointed M/s B.S. Venkatachalapathy & Co., Chartered Accountants, Bangalore (Firm Registration No. 013037S) as Internal Auditor of the Company for the Financial Year 2017-18 to conduct internal audit.
19. Explanation on auditorâs qualification, reservation, adverse remark or disclaimer
There are no qualifications, reservations or adverse remarks given or disclaimers made by the auditor in his audit report for the financial year under review.
20. Secretarial Audit
The Secretarial Audit Report for the year ended March 31, 2018 issued by Ms. Snehal SHaligram, Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013, forms part of the Annual Report.
21. Orders passed by the Regulators or Courts or Tribunals
During the year under review, there have been no orders passed by any of the regulators or courts or tribunals impacting the going concern status of the Company and the Companyâs operations in future.
22. Related Party transactions
There have been no transactions between the Company and related parties as referred to in section 188(1) of the Companies Act, 2013 during the financial year under review. Accordingly, Form AOC-2 as per the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 does not form part of this report.
23. Loan, Guarantees or Investments
During the financial year under review, the Company has not granted any loans or guarantees or made any investments in respect of which the provisions of section 186 of Companies Act, 2013 are applicable.
24. Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
25. Risk management policy
Since the Company has already closed its manufacturing operations and is in the process of identifying business opportunities, the Company has no such policy in place as of now. The Board shall take steps to formulate the requisite policy as soon as it identifies business opportunity.
26. Vigil Mechanism/Whistle Blower Policy
Your Company has in place a Whistle Blower Policy for its directors and employees to report concerns about unethical behavior, actual or suspected fraud in accordance with Section 177(9) of the Companies Act, 2013. The policy provides for protected disclosures which can be made by a complainant through e-mail or a letter to the Chairperson of the audit committee. The Company did not receive any complain during the year 2017-18.
27. Corporate Social Responsibility
For the year under review, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.
28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ACT, 2013
The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2017-18.
29. Conservation of Energy and Technology Absorption
Particulars regarding conservation of energy and technology absorption as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable since the Company is not engaged in any manufacturing / power intensive activity.
30. Foreign exchange earnings and Outgo:
There was no foreign exchange inflow or Outflow during the year under review.
31. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
32. Acknowledgment
The Directors take this opportunity of thanking their shareholders, bankers, business associates and government authorities for their co-operation and support during the year.
For and on behalf of the Board of Directors
Marathwada Refractories Limited
Sd/-
Shao Xing Max Yang
Chairperson
DIN:08114903
Place: Delhi
Date: August 13, 2018
Mar 31, 2016
To,
The Members,
Marathwada Refractories Limited
The Directors have pleasure in presenting the Thirty Seventh Annual Report of your Company together with audited statement of Accounts and the Auditor s Report in respect of the year ended March 31,2016.
Financial Highlights
The financial results for the year ended 31st March, 2016 and the corresponding figures for the last year are as under:
Particulars |
2015-2016 |
2014-2015 |
Gross Income |
12,44,085 |
9,96,594 |
Profit Before Interest and Depreciation |
||
Finance Charges |
||
Gross Profit |
19,476 |
(54,538) |
Provision for Depreciation |
||
Net Profit Before Tax |
19,476 |
(54,538) |
Income Tax- current year |
5,318 |
1,12,003 |
Deferred Tax |
699 |
(18,351) |
Net Profit After Tax |
13,459 |
(1,48,190) |
Reserves & Surplus
As the Company has incurred a profit of Rs. 13,459/- for the year, the entire amount is proposed to be transferred to the Reserve. .
Performance:
During the year under consideration the company has earned income mainly from interest as it has already closed manufacturing operations. The Company is in the process of identifying business opportunities.
The annexed Management Discussion and Analysis forms a part of this report of the Company during the financial year 2015-2016.
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following is attached:
- The report on Corporate Governance in accordance with Regulation 34(3) read with Schedule V of the said Regulations along with the auditor''s certificate
Dividend:
In view of inadequacy of profits, the Board of Directors has not recommended any dividend for the year under review.
Events Subsequent to the date of Financial Statements
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and on the date of this report.
Directors:
Mr. Kapil Malhotra and Ms. Aparna Goel were appointed as Independent Directors by shareholders of the Company at its Thirty Sixth Annual General Meeting held on September 29,2015.
Mr, Ganapathy Venkatesh was regularized as Director by the shareholders with effect from September 29,2015.
Mr. Malu Sanjay Tolaram and Mr. Kapil Malhotra, Directors have resigned from the Board with effect from June 30,2015 and October 09, 2015 respectively. The Board would like to place on record their sincere appreciation of the services rendered by them.
Pursuant to Section 161(1) of the Companies Act, 2013, Mr. Dig Vijay Singh was appointed as Additional (Independent) Director of the Company with effect from October 09,2015 by the Board of Directors at their meeting held on November 11, 2015, for a period 5 (five) years commencing from October 09,2015. In accordance with Section 149 and Section 152 read with Schedule V of the Companies Act, 2013, the Board has recommended the appointment of Mr. Dig Vijay Singh as an Independent Director by the shareholders of the Company in the ensuing Annual General Meeting of the Company.
Declaration by Independent Directors
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
Key Managerial personnel
During the year under review, in accordance with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Ms. Moumita Sen, an associate member of the Institute of Company Secretaries of India, was appointed as Company Secretary and Compliance Officer of the Company with effect from February 12,2016.
The appointment of Mr. H.S.Girish Gupta as Managing Director of the Company was approved by the shareholders at its Thirty Sixth Annual General Meeting held on September 29,2015.
Board Meetings
During the year, the Board met Six times during the financial year, the details of which are given in the Report on Corporate Governance.
In accordance with Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, one separate meeting was held by the independent directors of the Company as mentioned in the Report on Corporate Governance.
Audit Committee
Mr. Malu Sanjay Tolaram and Mr. Kapil Malhotra ceased to be members of the Audit Committee effective June 30,2015 and October 09,2015 respectively. Mr. Ganapathy Venkatesh was appointed as member of the Audit Committee effective June 30,2015. Mr. Dig Vijay Singh was appointed as member of the Audit Committee and also took over as Chairperson of the Committee effective November, 2015. Accordingly, the Audit Committee was reconstituted.
Present composition of the Audit Committee is as under:
1. Mr. Dig Vijay Singh - Independent Director & Chairperson
2. Mr. Ganapathy Venkatesh - Director & Member
3. Ms. Aparna Goel - Independent Director & Member
During the financial year, the Audit Committee met 4 (four) times, the details of which are given in the Report on Corporate Governance.
Nomination & Remuneration Committee
Mr. Malu Sanjay Tolaram and Mr. Kapil Malhotra ceased to be members of the Nomination and Remuneration Committee effective June 30, 2015 and October 09, 2015 respectively. Mr. Ganapathy Venkatesh and Mr. Dig Vijay Singh were appointed as members of the Nomination & Remuneration Committee effective June 30, 2015 and November 11,2015. Accordingly, the Nominations Remuneration Committee was reconstituted.
I Present composition of the Nomination & Remuneration Committee is as under:
1. Mrs. AparnaGoel - Independent Director & Chairperson
2. Mr. Ganapathy Venkatesh - Directors Member
3. Mr. DigVijaySingh - Independent Director & Member
During the financial year, the Nomination & Remuneration Committee met 4 (four) times, the details of which are given in the Report on Corporate Governance.
Stakeholders'' Relationship Committee
Mr. Malu Sanjay Tolaram and Mr, Kapil Malhotra ceased to be members of the Stakeholders'' Relationship Committee effective June 30, 2015 and October 09, 2015 respectively. Mr. Ganapathy Venkatesh and Mr. Dig Vijay Singh were appointed as members of the Nomination & Remuneration Committee effective June 30, 2015 and November 11, 2015. Accordingly, the Stakeholders'' Relationship Committee was reconstituted.
Present composition of the Stakeholders'' Relationship Committee is asunder:
1. Mrs.AparnaGoel - Independent Director & Chairperson
2. Mr. Ganapathy Venkatesh - Directors Member
3. Mr. DigVijaySingh - Independent Director & Member
During the financial year, the Stakeholders'' Relationship Committee met 1 (One) time, the details of which are given in the Report on Corporate Governance.
Company''s Policy on Directors'' Appointment and Remuneration and Senior Management Appointment and Remuneration.
The policies of the Company on Directors'' Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 are enclosed as Annexure and 2 and forms part of this report. There has been no change in the policy since the last financial year.
Remuneration Details of Directors/ Key Managerial Personnel (KM P) and Employees
None of the Directors, Key Managerial Personnel and Employees are covered under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Board Evaluation
Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates the performance evaluation of independent directors by the entire board of directors. Whereas, Regulation 25(4) of the said regulations mandated performance review of non-independent directors and the Board as a whole by the independent directors. ''
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees, individual directors, key managerial personnel etc. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire board of directors excluding the 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 Board at its meeting held on November 11, 2015 has adopted a policy on performance evaluation as recommended by the Nomination and Remuneration Policy.
The Nomination and Remuneration Committee carried out the performance evaluation of individual director. Accordingly, the performance evaluation of all independent directors was done by the entire board of directors excluding the director being evaluated. The performance evaluation of non-independent directors was carried out by the independent directors. Thereafter, the Board as a whole analyzed its own performance, its committees and approved the evaluation results as collated by the Nomination and Remuneration Committee.
The performance evaluation was done based on some assessment criteria such as attendance and participations in meetings, objective evaluation and updation of skills etc. Based on assessment criteria a rating scale of 1 to 5 was assigned to each director.
Statutory Auditors
At the Annual General Meeting of the Company held on September 23,2014 M/s.Guru & Jana, Chartered Accountants (Firm Registration Number 006826S) were re-appointed as the Statutory Auditors of the Company for a period of 3 years (re-appointment from the conclusion of the 35* Annual General Meeting till the conclusion of the 38lh Annual General Meeting) which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.The members may ratify the appointment of Guru fit Jana as the Statutory Auditors of the Company for the financial year 2016-17.
There are no qualifications or adverse remarks in the Statutory Auditorsâ Report which require any explanation from the Board of Directors.
Internal Auditors
In accordance with Section 138 of the Companies Act, 2013 read with Rule 13 of Chapter IX of the said Act, the Board appointed M/s B.S.Venkatachalapathy & Co., Chartered Accountants, Bangalore (Firm Registration No. 013037S) as Internal Auditor of the Company for the Financial Year2015-16 to conduct internal audit.
Secretarial Audit
The Secretarial Audit Report for the year ended March 31, 2016 issued by Mr. Rafeeulla Shariff, Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013. Secretarial Auditor''s report forms part of the Annual Report.
There are certain observations or remarks in the Secretarial Audit Report and which are replied by the Board as follows In respect of the comments of the Secretarial Auditors on the appointment of Chief Financial officer as Key Managerial Personnel of the Company pursuant to the provisions of section 203 of the Companies Act, 2013, the Company had taken steps to recruit the Chief Financial officer, however, the Company have not found suitable candidates for appointment, but the Company is in the process of appointing the Chief Financial Officer.
Significant and Material orders, if any
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operation in future.
Related Party transactions
During the year, the Company has not entered into any contract/ arrangement/transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. The related party transactions undertaken during the financial year 2015-16 are at arm''s length basis and in the ordinary course of business as detailed in Notes to Accounts of the Financial Statements.
Loan, Guarantees or Investments
During the year under review, no loans given, investment made, guarantees given by the Company Public Deposits:
During the year, the Company has not accepted any deposits.
Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary/Joint Venture/Associate Companies.
Risk management policy ,
Since the Company has already closed its manufacturing operations and is in the process of identifying business opportunities, the Company has no such policy in place as of now. As and when the Company will resume its operations, the Company shall formulate a risk management policy.
Vigil Mechanism/Whistle Blower Policy
In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(previously clause 49(II)(F) of the listing agreement)the Company has in place a Whistle Blower Policy for its directors and employees to report concerns about unethical behavior, actual or suspected fraud. The policy provides for protected disclosures which can be made by a complainant through e-mail or a letter to the Chairperson of the audit committee. The Company did not receive any complain during the year 2015-16.
Corporate Social Responsibility
The provisions of corporate social responsibility are not applicable to the Company
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ACT, 2013 The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2015-16.
Directors'' Responsibi I ity Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act1'') and, based upon representations from the Management, the Board states that:
a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures;
b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for the year;
c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts of the Company on a âgoing concern" basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
(a) Conservation of energy _
(i) |
the steps taken or impact on conservation of energy |
Nil |
(ii) |
the steps taken by the company for uti1izing alternate sources of energy. |
Nil |
(iii) |
the capital investment on energy conservation equipment''s |
Nil |
(b) Technology absorption
(i) |
the effort made towards technology absorption |
Nil |
(ii) |
the benefits derived like product improvement cost reduction product development or import substitution |
Nil |
(iii) |
in case of imported technology (important during the last three years reckoned from the beginning of the financial year) |
Nil |
(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 |
||
(iv) |
the expenditure incurred on Research and Development |
Nil |
(c) Foreign exchange earnings and Outgo:
There was no foreign exchange inflow or Outflow during the year under review.
Extract of Annual Return
In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2015-16 is provided in Annexure-3 to this report.
Corporate Governance
Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. Our Report on Corporate Governance forms part of this report.
Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (1EPF).
Uniform Listing Agreement:
The Securities and Exchange Board of India (SEBI), on September 02,2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 01,2015. Accordingly, all listed entities were required to enter into the Uniform Listing Agreement with concerned Stock Exchanges within six months from the effective date. The Company entered into Uniform Listing Agreement with Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE) during February, 2016.
for and on behalf of the Board of Directors
Marathwada Refractories Limited
Sd/- Sd/-
H.S. Girish Gupta Ganapathy Venkatesh
Place: Bangalore Managing Director Director
Dated: August 12,2016 DIN: 01683190 DIN: 07207056
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Thirty Sixth Annual
Report of your Company together with audited
statement of Accounts and the Auditors Report i n respect of the year
ended March 31,2015.
Financial Highlights
The financial highlights are set out below:
Particulars Year ended Year ended
31.03.2015 31.03.2014
Profit before Prior Period items & Taxation (54,538) 1,77,274
Add/(Less):
Prior Period Items: Â Â
Sales Tax  Â
ESIC - -
Dthers  Â
Refund of Income Tax-earlier year  Â
Add/(Less):Provisions  Â
Income tax - earlier year  Â
Income Tax - current year 1,12,003 54,576
Deferred Tax Liability (18,351) 5,596
Fringe Benefit Tax  Â
Profit after taxation (1,48,190) 1,17,102
Add: Profit brought forward 9,68,54,625 9,67,37,523
Balance carried to Balance Sheet 9,67,06,43 9,68,54,625
Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 ("the Act") and, based upon representations from the
Management, the Board states that:
a) in preparing the annual accounts, applicable accounting standards
have been fol lowed and there are no material departures;
b) the Directors have selected accounting policies, applied them
consistently and made judgments and estimates that are reasonable and
prudent to give a true and fair view of the state of affai rs of the
Company at the end of the financial year and of the loss of the Company
forthe year;
c) the Directors have taken proper and sufficient care in maintaining
adequate accounting records in accordance with provisions of the Act
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annua I accounts of the Company on a
"going concern" basis;
e) the Directors have la id down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure proper
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Performance:
During the year under consideration, the company has earned income
mainly from interest as it has already closed : manufacturing
operations. The Company is in the process of identifying business
opportunities.
The annexed Management Discussion and Analysis forms a part of this
report of the Company during the financial
year 2014-2015.
In accordance with the listing agreement with the Stock Exchanges, the
following is attached:
* The report on Corporate Governance in accordance with clause 49 of
the listing agreement along with the auditors certificate
Dividend:
In view of inadequacy of profits, the Board of Directors has not
recommended any dividend for the year under review.
Directors:
In the gap between the previous Annual General Meeting and now,
Mr.S.Baaskaran and Mr. Malu Sanjay Tolaram, Directors have resigned. The
Board would like to place on record their sincere appreciation of the
services rendered by them.
Ms. Aparna Goel and Mr. Kapil Malhotra were appointed as Additional
(Independent) Director of the Company with effect from March 30, 2015 by
the Board of Directors. In terms of Section 161(1) of the Companies Act,
2013, for a period 5 (five) years
The Board was of the opinion that the aforesaid directors meet the
criteria of independence under sub-section (6) of Section 149 of the
Act. The aforesaid directors have also confirmed that they meet the
criteria of independence as required under sub-section (7) of Section
149 of the Act at the first meeting of the Board every yea r.
The Board recommends their appointment as Additiona I (Independent)
Directors by shareholders.
Mr. Ganapathy Venkatesh was appointed as additional di rector of the
Company by the Board of Di rectors with effect from June 30,2015 and
holds office upto the date of the next Annual General Meeti ng. Being
eligible for appointment, the Board recommends his appointment as
director by shareholders.
Key Managerial personnel
I Mr. H.S. Girish Gupta, was re designated as the Managing Directorof
the Company by the Board of Directors meeting held on March 30, 2015,
for a period of 5 years. Mr. H.S. Girish Gupta will not receive any
remuneration. The I appointment requires the approval of the
shareholders for which a Resolution has been included in the notice
convening the AnnuaI General Meeting.
Audit Committee
Present composition of the Audit Com mittee is as under:
1. Mr. Kapil Malhotra - Independent Director & Chairperson
2. Mr. Ganapathy Venkatesh - Director & Member
3. Ms. Aparna Goel - Independent Director & Member
Company's Policy on Directors' Appointment and Remuneration and Senior
Management Appointment and Remuneration.
In accordance with Section 178 of the Act read with clause 49IV of
the listing agreement, the Company's Nomination and Remuneration
Committee has formulated a policy on Directors Appointment and
Remuneration and Senior Management Personnel Appointment and
Remuneration. The policies are enclosed as Annexures 2 and 3 and forms
part of this report.
Particulars under Section 134 of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014: Energy Conservation
Measures:
There is no manufacturingactivity carried out during the year.
Foreign Exchange Earni ng and Outgo:
There are no foreign exchange earnings or outgoes.
Remuneration Detail s of Directors/ Key Managerial Personnel (KMP) and
Employees
None of the Directors, Key Managerial Personnel and Employees are
covered under the Section 134 of the Companies I ; Ac t, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Auditors:
At the Annual General Meeting of the Company held on September 23, 2014
M/s.Guru St Jana, Chartered Accountants (Firm Registration Number
006826S) were re-appointed as the Statutory Auditors of the Company for
a period of 3 years (re-appointment from the con elusion of the 35th
Anua I General Meeting till the conclusion of the 38th Annual General
Meeting) which is subject to annual ratification by the members of the
Company in terms of ISection 139 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014.The members may ratify
the appointment of Guru & Jana as the Statutory Auditors of the Company
for the financial year 2015-16.
There are no qualifications or adverse remarks in the Statutory Auditors
Report which require any explanation from the Board of Directors.
Secretarial Audit
The Secretarial Audit Report for the year ended March 31,2015 issued by
Mr. Rafeeulla Shariff, Practicing Company Secretary in accordance with
the provisions of Section 204 of the Companies Act, 2013. Secretarial
Auditor's report forms part of the Annual Report.
There are certain observations or remarks in the Secretarial Audit
Report and which are replied by the Board as follows.
In respect of the comments of the Secretarial Auditors on the
appointment of Company Secretary as Compliance officer of the Company
and appointment of Chief Financial officer as Key Managerial Personnel
of the Company pursuant to the provisions of section 203 of the
Companies Act, 2013, the Company had taken steps to recruit the Company
Secretary and Chief Financial officer, however, the Company has not
found suitable candidates for appointment, but the company is in the
process of appointing the company secretary & Chief Financial officer.
In respect of the comments of the Secretarial Auditors on constitution
of Audit Committee St Nomination and Remuneration Committee pursuant to
the provisions of section 177 St 178 of the Companies Act, 2013, the
Audit Committee & Nomination and Remuneration Committee was constituted
on 30th March, 2015 and complied the same.
Related Party transactions
During the year, the Company has not entered into any contract /
arrangement / transaction with a related party which can be considered
as material in terms of the policy on related party transactions laid
down by the Board of Directors. The related party transactions
undertaken during the financial year 2014 - 15 are detailed in Notes to
Accounts of the Financial Statements.
Extract of Annual Return
In terms of Section 134 of the Companies Act, 2013 read with Rules
12(1) of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return of the Company for the financial year
2014-15 is provided in Annexure-4 to this report.
Loan, Guarantees or Investments
During the year under review, no loans given, investment made,
guaranteesgiven by the Company
Public Deposits:
During the year, the Company has not accepted any deposits.
Vigil Mechanism
ln accordance with the Section!77(9)of the Act read with clause 49
(10(F) of the listing agreement, the Company has formulated a Whistle
Blower Policy for its directors and employees to report concerns about
unethical behaviour, actual or suspected fraud. The policy provides for
protected disclosures which can be made by a whistle blower through
e-mail or a letter to the Chairperson of the audit committee.
Board Meetings
During the year, the Company held Seven Board Meetings on April
17,2014, April 28, 2014, May 30,2014, August 8, j 2014, November
7,2014, February 13,2015 and March 30,2015 respectively.
Significant and Material orders, if any
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals impacting the
going concern status and the Companys operation infuture.
Listing of Shares:
In terms of clause 31 of the listing Agreement as amended it is
confirmed that the shares of the Company are listed at the Bombay Stock
Exchange & the Calcutta Stock Exchange Association Limited and the
necessary listing fees have been paid.
for and on behalf of the Board of Directors
Marathwada Refractories Limited
Sd/ Sd/-
H.S. Girish Gupta Ganapathy Venkatesh !
Managing Director Director
DIN : 01683190 DIN : 07207056
Place: Bangalore
Dated : August 13, 2015
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Thirty Fifth Annual
Report of your Company together with audited Accounts and Balance Sheet
for the year ended 31st March, 2014.
1. Financial Results
Particulars Year ended Year ended
31.03.2014 31.03.2013
Profit before Prior Period Items
& Taxation 1,77,274 44,899
Add/(Less):
Prior Period Items:
Sales Tax
ESIC - -
Others - -
Refund of Income Tax-earlier year - -
Add/(Less):Provisions
Income tax-earlier year - 39,289
Income Tax-current year 54,576 18,691
Deferred Tax Liability 5,796 5,796
Fringe Benefit Tax - -
Profit after taxation 1,17,102 (18,877)
Add: Profit brought forward 9,67,37,523 9,67,56,400
Balance carried to Balance Sheet 9,68,54,625 9,67,37,523
2. Operations:
During the year under consideration the company has earned income
mainly from interest as it has already closed manufacturing operations.
The Company is in the process of identifying business opportunities.
3. Dividend:
Your Directors have decided not to recommend dividend on shares.
4. Particulars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules 1988:
A. Conservation of energy:
There is no manufacturing activity carried out during the year.
B. Foreign Exchange Earning and Outgo :
There are no foreign exchange earnings or outgoes.
5. Public Deposits:
The Company has not accepted any deposit within the meaning of section
58 A of the Companies Act, 1956.
6. Particulars of Employees:
None of the employees are covered under the provisions of Section 217
(2A) of the Companies Act, 1956.
7. Directors:
In the gap between the previous Annual General Meeting and now, Mr.
Prakash Hegde and Mr. Vasudeva Murthy, Directors have resigned. The
Board would like to place on record their sincere appreciation of the
services rendered by them.
Mr. S. Baaskaran was appointed as additional director of the Company by
the Board of Directors with effect from December 23,2014 and holds
office upto the date of the next Annual General Meeting. Being eligible
for appointment, the Board recommends his appointment as director by
shareholders.
Mr. T Rajagopala Rao was appointed as additional director with effect
from April 28,2014 and holds office upto the date of the next Annual
General Meeting. He has informed that he is not interested in seeking
appointment as director by shareholders.
The Board recommends appointment of Mr.Sanjay Malu as director by
shareholders in the ensuing Annual General Meeting.
8. Listing of Shares:
In terms of clause 31 of the Listing Agreement as amended it is
confirmed that the shares of the Company are listed at the Bombay Stock
Exchange & the Calcutta Stock Exchange Association Limited and the
necessary iisting fees have been paid.
9. Compliance Certificate
In terms of the proviso to Section 383A of the Companies Act, 1956,
Compliance Certificate obtained from Mr. M.R. Gopinath, Practicing
Company Secretary, for the year ended 31" March, 2014, is annexed.
10. Director''s Responsibility Statement:
The Directors confirm
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii) that Directors have selected such accounting policies and applied
them consistently and made .judgements and estimates that are
reasonable and prudent so as to give true and fair view of the state.
of affairs of the Company at 31st March 2014, and of the profit or loss
of the Company for that year;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding assets of the
Company and preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
11. Auditors:
M/s.Guru & Jana, Chartered Accountants appointed at the previous Annual
General Meeting hold office till the 35,h Annual General Meeting. The
Board recommends their re-appointment from the conclusion of the 35''Â
Annual General Meeting till the conclusion of the 38,th Annual General
Meeting.
12. Disclosure of names of constituents of "Group" pursuant to
Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
Shri Sushil Pandurang Mantri
for and on behalf of the Board of Directors
Marathwada Refractories Limited.
Sd/- Sd/- Sd/-
S. Baaskaran H. S. Girish Gupta T. Rajagopala Rao
Director Director Director
Place: Bangalore
Date : 8,th August 2014
Mar 31, 2013
To, The Members of Marathwada Refractories Limited
Financial Results:
Particulars Year ended 31.03.2013 Year ended 31.03.2012
Profit before Prior
Period Items & Taxation 44, 894 1,77,894
Add/(Less):
Prior Period Items:
Sales Tax
ESIC - -
Others - -
Refund of Income Tax -
earlier year - -
Add/(Less):Provisions
Income tax-earlier year 39,289 -
Income Tax - current year 18,691 -
Deferred Tax Liability 5,796 -
Fringe Benefit Tax - -
Profit after taxation (18,877) 1,77,894
Add: Profit brought forward 9,67,56,400 9,65,78,506
Balance carried to
Balance Sheet 9,67,37,523 9,67,56,400
2. Operations:
3. Dividend:
Your Directors have decided not to recommend dividend on shares.
4. Particu.ars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules
A. Conservation of energy:
There is no manufacturing activity carried out during the year.
B. Foreign Exchange Earning and Outgo:
There are no foreign exchange earnings or outgoes.
5. Public Deposits:
The Company has not accepted any deposit within the meaning of section
58 A of the Companies Act, 1 1956.
6. Particulars of Employees:
None of the employees are covered under the provisions of Section 217
(2A) of the Companies Act, 1956.
7. Directors:
Mr. Prakash Hegde, Director will retire at the ensuing 34th Annual
General Meeting. Being eligible, Mr. Prakash Hegde, has offered
himself for re-appointment. The Board recommends his re-appointment.s
8. Listing of Shares:
In terms of clause 31 of the Listing Agreement as amended it is
confirmed that the shares of the Company are listed at the Bombay Stock
Exchange & the Calcutta Stock Exchange Association Limited and the
necessary listing fees have been paid.
9. Compliance Certificate
In terms of the proviso to Section 383A of the Companies Act, 1956,
Compliance Certificate obtained from Mr. M.R.Gopinath,Practicing
Company Secretary, for the year ended 31" March, 2013, is annexed. 1
10. Director''s Responsibility Statement:
1 The Directors confirm
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relatingto material departures.
ii) that Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at 31st March 2012, andof the profit or loss of the Company
forthat year;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding assets of the
Company and preventingand detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
11. Auditors:
M/s.Guru & Jana, Chartered Accountants appointed at the previous Annual
General Meeting hold office till the 34th Annual General Meeting. The
Board recommends their re-appointment from the conclusion of the 34th
Annual General Meeting till the conclusion of the next Annual General
Meeting.
12. Disclosure of names of constituents of "Group" pursuant to
Regulation 3 (1)(e)(i) of SEBi (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
Shri Sushil Pandurang Mantri
for and on behalf of the Board of Directors
Marathwada Refractories Limited
Sd/- Sd/- Sd/-
Prakash G. Hegde K.S. Vasudeva Murthy H.S. Girish Gupta
Director Director Director
Place : Bangalore
Date: 28th May 2013
Mar 31, 2012
To, The Members of Marathwada Refractories Limited
The Directors have pleasure in presenting the Thirty Third Annual
Report of your Company together with audited Accounts and Balance Sheet
for the year ended 31st March, 2012.
1. Financial Results:
Particulars Year ended Year ended
31.03.2012 31.03.2011
Profit before Prior Period Items
& Taxation 1,77,894 11,70,452
Add/Less): - -
Prior Period Items:
Sales Tax - (28,052)
ESIC - -
Others - -
Refund of Income Tax - earlier year - -
Add/(Less): Provisions - -
Income tax - earlier year - -
Income Tax - current year - -
Deferred Tax Liability - 2,008
Fringe Benefit Tax - -
Profit after taxation 1,77,894 11,44,408
Add: Profit brought forward 9,65,78,506 9,54,34,098
Balance carried to Balance Sheet 9,67,56,400 9,65,78,506
2. Operations:
During the year under consideration the company has earned income
mainly from interest as it has already closed manufacturing operations
at Aurangabad.
3. Dividend:
Your Directors have decided not to recommend dividend on shares.
4. Particulars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules 1988:
A. Conservation of energy:
There is no manufacturing activity carried out during the year.
B. Foreign Exchange Earning and Outgo:
There are no foreign exchange earnings or outgoes.
5. Public Deposits:
The Company has not accepted any deposit within the meaning of section
58 A of the Companies Act, 1956.
6. Particulars of Employees:
None of the employees are covered under the provisions of Section 217
(2A) of the Companies Act, 1956.
7. Shifting of Registered Office of the Company from the state of
Maharashtra to the state of Karnataka.
During the year, the approval of shareholders of the Company was
obtained by way of a special resolution passed through postal ballot
for alteration of Clause-II of the Memorandum of Association of the
Company for facilitating the shifting of the Registered Office of the
Company from the State of Maharashtra to the State of Karnataka.
Thereafter, a petition was filed before the Company Law Board, Western
Region Bench, Mumbai for confirmation of the said alteration. The
Company Law Board vide its order dated 21.10.2011 confirmed the said
resolution. The order of the Company Law Board was registered by the
Registrar of Companies, Karnataka, Bangalore on 22-December 2011 and
accordingly, the registered office of the Company has been shifted to
Bangalore in the state of Karnataka.
8. Directors:
Mr. K.S. Vasudeva Murthy, Director will retire at the ensuing 33rd
Annual General Meeting. Being eligible, Mr. Vasudeva Murthy has offered
himself for re-appointment. The Board recommends his re-appointment.
Mr. H.S. Girish Gupta was appointed as additional director with effect
from 23rd April 2012 and will hold office till the 33rd Annual General
Meeting. Being eligible for appointment as director by the shareholders
at the AGM, the Board recommends reappointment by shareholders at the
Annual General Meeting.
9. Listing of Shares:
In terms of clause 31 of the Listing Agreement as amended it is
confirmed that the shares of the Company are listed at the Bombay Stock
Exchange & the Calcutta Stock Exchange Association Limited and the
necessary listing fees have been paid.
10. Compliance Certificate
In terms of the proviso to Section 383A of the Companies Act, 1956,
Compliance Certificate obtained from Mr. M. R. Gopinath, Practicing
Company Secretary, for the year ended 31st March, 2012, is annexed.
11. Director's Responsibility Statement:
The Directors confirm
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii) that Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at 31st March 2012, and of the profit or loss of the
Company for that year;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding assets of the
Company and preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
12. Auditors:
M/s. Guru & Jana, Chartered Accountants appointed at the previous
Annual General Meeting hold office till the 33rd Annual General
Meeting. The Board recommends their re-appointment from the conclusion
of the 33 Annual General Meeting till the conclusion of the next Annual
General Meeting.
13. Disclosure of names of constituents of "Group" pursuant to
Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
Shri Sushil Pandurang Mantri
for and on behalf of the Board of Directors
Marathwada Refractories Limited
Sd/- Sd/- Sd/-
Prakash G. Hegde K.S. Vasudeva Murthy H.S. Girish Gupta
Director Director Director
Place: Bangalore
Date: 21st May 2012
Mar 31, 2011
To The Members of Marathwada Refractories Limited
The Directors have plesure in presenting the Thirty Second Anuual
Report of your Company together with audit Accounts and Balance Sheet
for the year ended 31st March,2011 .
1.Financial Results:
Particulars Year ended 31.03.2011 Year ended 31.03.2010
Profit before
prior period Items
&Taxation 11,70,452 81,09,471
Add/(less):
Prior Period Items:
Sales Tax 28,052 73,64,477
ESIC - 1,68,678
Others - -
Refund of Income Tax
-earlier Year - -
Add/(Less): Provisions
Income tax-
earlier year - -
Income Tax-
Current year - -
Deferred Tax
Liability 2,008 1,73,386
Fringe Benefit Tax - -
Profit after
taxation 11,44,408 7,49,702
Add: Profit brought
forward 9,54,34,098 9,46,84,396
Balance carried to
Balance sheet 9,65,78,506 9,54,34,098
2.Operations:
During the year under consideration the company has earned income
mainly from dividend as it has already closed manufacturing operations
at Aurangabad.
The Company is exploring the avenues available in real estate sector.
3. Dividend:
Your Directors have decided not to recommend dividend on shares.
4. Particulars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules 1988:
A. Conservation of energy: There is no manufacturing activity carried
out during the year.
B. Foreign Exchange Earning and Outgo:
There are no foreign exchange earnings or outgoes.
5. Public Deposits:
The Company has not accepted any deposit within the meaning of section
58 A of the Companies Act
6. Particulars of Employees:
None of the employees are covered under the provisions of Section
217(2A) of the Companies Act, 1956.
7. Change in Management Control: Consequent to the completion of the
Open Offer triggered by the Share Purchase Agreement entered into by
Mr.M.H.Dalmia and others, the erstwhile promotors of the Company with
Mr. Sushill pandurang Mantri and transfer of shares held in escrow
account to the account of Mr. Sushil pandurang Mantri, the management
control of the Company stands transferred from Mr. M.H. Dalmia and
others to Mr. Sushil Pandurang Mantri. Consequently, Mr. Sushil
Pandurang Mantri has been classified as the promoter of the Company.
8. Directors: Shri Sandip Jhunjhunwala resigned from the Board of
Directors of the Company with effect from 30.03.2011. Shri H.B.Belwal
and Shri Ashwani Bhatia also resigned from the Board of Directors with
effect from 14.04.2011, pursuant to the change in management control of
the Company.
Shri A. Anil Kumar, Shri Prakash G.Hegde, Shri K.S.Vasudeva Murthy and
Shri H.S.Girish Gupta have been appointed as additional Directors of
the Company with effect from 13.04.2011,till the conclusion of next
Annual General Meeting of the Company. Notice pursuant to section 257
of the Companies Act,1956 has been received from a member of the
company, proposing yhe candidatures of Shri A.Anil Kumar, Shri Parkash
G.Hegde, Shri K.S.Vasudev Murthy and Shri H.S. Girish Gupta as
Directors of the Company at the ensuring Annual General Meeting.
No director is liable to retire by rotation as all the existing
directors are additional directors, as mentioned above.
9.Listing of Shares: In terms of clause 31 of the listing Agreement as
amended it is confirmed that the shares of the Company are listed at
the Bombay Stock Exchange &the Calcutta Stock Exchange Association
Limited and the necessary listing fees have been paid.
10. Compliance Certificate
ln terms ofthe proviso to Section 383A of the Companies Act, 1956,
Compliance Certificate obtained from Shri B.D.Tapriya,a Company
Secretary in practice, for the year ended 31st March, 2011, is annexed.
11. Director's Responsibility Statement:
The Directors confirm
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii) that Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at 31st March 2011, and of the profit or loss of the
Company for that year;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safe guarding assets of the
Company and preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
12. Auditors:
M/s Khandelwal, Jain & Co., Chartered Accountants, the auditors
appointed in the 31st Annual General Meeting retire at the end of 32nd
Annual General Meeting. A notice has been received for appointment of
M/s.Guru&Jana, Chartered Accountants, Bangalore as the auditors of the
Company in place of the retiring auditors.
13. Disclosure of names of constituents of "Group" pursuant to
Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
Shri Sushil Pandurang Mantri
for and on behalf of the
Board of Directors
Marathwada Refractories
Limited
Sd/- Sd/-
A. Anil Kumar Prakash
G. Hegde
Director Director
Sd/- Sd/-
K.S. Vasudeva
Murthy H.S. Girish
Gupta
Director Director
Place : Bangalore
Date : 10th May 2011
Mar 31, 2010
The Directors have pleasure in presenting the Thirty First Annual
Report of your Company together with audited Accounts and Balance Sheet
for the year ended 31st March, 2010.
1. Financial Results:
Year ended Year ended
Particulars 31.03.2010 31.03.2009
Profit before Prior Period Items & Taxation 8109471 11082002
Add/(Less): - -
Prior Period Items: - -
Sales Tax (7364477) -
ESIC (168678) -
Others - (2400)
Refund of Income Tax-earlier year - 2249394
Add/(Less): Provisions
Income tax-earlier year - (6109)
Income Tax-current year - (3513986)
Deferred Tax Liability 173386 (23578)
Fringe Benefit Tax - : - (3028)
Profit after taxation 749702 9782295
Add: Profit brought forward 94684396 84902102
Balance carried to Balance Sheet 95434098 94684396
2. Operations:
During the year under consideration the company has earned income
mainly from interest and dividend as it has already closed
manufacturing operations at Aurangabad.
The execution of conveyance deed in respect of assignment of leasehold
rights for the land situated at F- 4/1, MIDC, Chikalthana, Aurangabad,
in favour of GoldendreamsTechnoparkPvt. Ltd. in terms of agreement
dated 19.12.2007, under which possession of the property has already
been handed over by the Company to the buyer in earlier year, is still
pending.
3. Dividend:
Your Directors have decided not to recommend dividend on shares.
4. Particulars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules 1988:
A. Conservation of energy:
There is no manufacturing activity carried out during the year.
B. Foreign Exchange Earning and Outgo:
There are no foreign exchange earnings or outgoes.
5. Public Deposits:
The Company has not accepted any deposit within the meaning of section
58 A of the Companies Act, 1956.
6. Particulars of Employees:
None of the employees are covered under the provisions of Section 217
(2A) of the Companies Act, 1956.
7. Directors:
Shri H. B. Belwal retires by rotation and is eligible for
reappointment. Shri V. D. Jhunjhunwala has resigned from the Board of
Directors of the Company with effect from 28.10.2009.
Shri Sandip Jhunjhunwala has been appointed as Additional Director of
the Company with effect from 30.10.2009, till the conclusion of next
Annual General Meeting of the Company. Notice pursuant to Section 257
of the Companies Act, 1956 has been received from a member of the
Company, proposing the candidature of Shri Sandip Jhunjhunwala as
Director of the Company at the ensuing Annual General Meeting.
8. Listing of Shares:
In terms of clause 31 of the listing Agreement as amended it is
confirmed that the shares of the Company are listed at the Bombay Stock
Exchange & the Calcutta Stock Exchange Association Limited and the
necessary listing fees have been paid.
9. Compliance Certificate
In terms of the proviso to Section 383Aof the Companies Act, 1956,
Compliance Certificate obtained from Shri B.D. Tapriya, a Company
Secretary in practice, for the year ended 31st March, 2010, is annexed.
10. Directors Responsibility Statement:
The Directors confirm
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii) that Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at 31st March 2010, and of the profit or loss of the
Company for that year;
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding assets of the
Company and preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
11. Auditors:
M/s Khandelwal Jain & Co., Chartered Accountants, retiring auditors,
have advised that they are willing to be re-appointed as Auditors of
the Company pursuant to section 224( 1B) of the Companies Act, 1956.
The Board recommends their appointment. The observations of the
Auditors in their report are self-explanatory.
12. Disclosure of names of constituents of "Group" pursuant to
Regulation 3 (1 Xe)(i) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
"Shri M.H. Dalmia, Shri M.H. Dalmia (HUF), Smt. Abha Dalmia, Mridu Hari
Dalmia Parivar Trust, Shri Gaurav Dalmia, Shri Gaurav Dalmia (HUF),
Smt. Sharmila Dalmia, Sharmila Dalmia Parivar Trust, Km. Devanshi
Dalmia, Km. Aanyapriya Dalmia, Mst. Aryaman Hari Dalmia, Devanshi
Trust, Aanyapriya Trust, Aryaman Hari Trust, Smt. Kanupriya Somany,
Kanupriya Trust Two, Kanupriya Parivar Trust, Shri R.H. Dalmia, Shri
R.H. Dalmia (HUF), Smt. Padma Dalmia, R: H. Dalmia Trust, Raghu Hari
Dalmia Parivar Trust, Smt. Shripriya Dalmia Thirani, Smt. Anuradha
Jatia, Anuradha Dalmia Trust, Km. Vrinda Dalmia.
Swank Services Ltd., National Synthetics Ltd., First Capital India
Ltd., Landmark Property Development Company Ltd., Kabirdas Investments
Ltd., Dalmia Agencies Pvt. Ltd., Satya Miners & Transporters Ltd.,
Himalayan Natural Products Ltd., Hari Machines Ltd., Dapel Investments
Pvt. Ltd., Kiran Resources Ltd."
For and on behalf of the Board of Directors
H. B. Belwal
Place: New Delhi Ashwani Bhatia
Date: 07.08.2010 Directors
B.D.TAPRIYA LL.B., FCS,
Company Secretary
Mar 31, 2009
The Directors have pleasure in presenting the Thirtieth Annual Report
of your Company together with audited Accounts and Balance Sheet for
the year ended 31 st March, 2009.
1. Financial Results:
Particulars Year ended Year ended
31.03.2009 31.03.2008
Prof it before Taxation 11082002 49476349
Add/ (Less):
Prior Period Item (2400) (3500)
Refund of Income tax-earlier year 2249394 --
Add/(Less): Provisions
Income-tax - earlier year (6109) (254435)
Income-tax - current year (3513986) (10625701)
Deferred Tax Liability (23578) (21271)
Fringe Benefit Tax (3028) (4973)
Profit after taxation 9782295 38566469
Add: Profit brought forward 84902102 46335631
Balance carried to Balance Sheet 94684396 84902100
2. Operations:
Sales
During the year under consideration the company has earned income
mainly from interest as it has already closed manufacturing operations
at Aurangabad.
The execution of conveyance deed in respect of assignment of leasehold
rights for the land situated at F-4/1, MIDC, Chikalthana, Aurangabad,
in favour of Goldendreams Technopark Pvt. Ltd. in terms of agreement
dated 19.12.2007, under which possession of the property has already
been handed over by the Company to the buyer in earlier year, is still
pending.
3. Dividend:
Your Directors have decided not to recommend dividend on shares.
4. Particulars under the Companies (Disclosure of particulars in the
Report of Board of Directors) Rules 1988:
A. Conservation of energy:
There is no manufacturing activity carried out during the year.
B. Foreign Exchange Earning and Outgo:
There are no foreign exchange earnings or outgoes.
5. Public Deposits:
The Company has not accepted any deposit within the meaning of section
58 A of the Companies Act, 1956.
6. Particulars of Employees:
None of the employees are covered under the provisions of Section 217
(2A) of the Companies Act, 1956.
7. Directors:
Mr. Ashwani Bhatia retires by rotation and is eligible for
reappointment. The terms of Shri V.Q. Jhunjhunawala as a Managing
Director expired on 01.06.2008. However, he is continuing as a Director
of the Company since then.
8. Listing of Shares:
In terms of clause 31 of the listing Agreement as amended it is
confirmed that the shares of the Company are listed at the Bombay Stock
Exchange & the Calcutta Stock Exchange Association Limited and the
necessary listing fees have been paid: During the year, the suspension
in the trading of the equity shares of the Company has been revoked by
the Bombay Stock Exchange on payment of reinstatement charges.
9. Compliance Certificate
In terms of the proviso to Section 383A of the Companies Act, 1956,
Compliance Certificate obtained from Shri B.D. Tapriya, a Company
Secretary in practice, for the year ended 31st March, 2009, is annexed.
10. Registered Office of the Company
During the year, the Companys petition before the Company Law Board,
Mumbai, for shifting of Registered Office of the Company from the State
of Maharashtra to the State of Orissa was allowed vide order dated
20.06.2008. However, the said order has not taken effect and the
Registered Office continues to be situated in the State of Maharashtra,
as the certified copy of the Company Law Boards order was not filed
with the Registrar of Companies, in accordance with the decision taken
by the Board of Directors on a reconsideration of the matter.
11. Directors Responsibility Statement:
The Directors confirm
i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
ii) that Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at 31 st March 2009, and of the profit or loss of the
Company for that year; æÃ-,
iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding assets of the
Company and preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
12. Auditors:
M/s Khandelwal Jain & Co., Chartered Accountants, retiring auditors,
have advised that they are willing to be re-appointed as Auditors of
the Company pursuant to section 224 (1B) of the Companies Act, 1956.
The board recommends their appointment. The observations of the
Auditors in their report are self-explanatory.
13. Disclosure of names of constituents of "Group" pursuant to
Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.
"Shri M.H. Dalmia, Shri M.H. Dalmia (HUF), Smt. Abha Dalmia, Mridu Hari
Dalmia Parivar Trust, Shri Gaurav Dalmia, Shri Gaurav Dalmia (HUF),
Smt. Sharmila Dalmia, Sharmila Dalmia Parivar Trust, Km. Devanshi
Dalmia, Km. Aanyapriya Dalmia, Mst. Aryaman Hari Dalmia, Devanshi
Trust, Aanyapriya Trust, Aryaman Hari Trust, Smt. Kanupriya Somany,
Kanupriya Trust Two, Kanupriya Parivar Trust, Kanu Sharad Parivar
Trust, Kanu Sharad Family Trust, Shri R.H. Dalmia, Shri R.H. Dalmia
(HUF), Smt. Padma Dalmia, Raghu Hari Dalmia Parivar Trust, Smt.
Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Anuradha Dalmia Trust,
Km. Vrinda Dalmia, R. H. Dalmia Trust.
Konark Investments Ltd., Madhukar Investments Ltd, Europa Commercial &
Trades Ltd., Sunflower Mercantiles Ltd., Dalmia Group Udyog Ltd., Swank
Services Ltd., National Synthetics Ltd., First Capital India Ltd.,
Landmark Property Development Company Ltd., Kabirdas Investments Ltd.,
Dalmia Agencies Pvt. Ltd., Satya Miners & Transporters Ltd., Himalayan
Natural Products Ltd., OCL Iron & Steel Ltd., Hari Machines Ltd., Dapel
Investment Pvt. Ltd., Kiran Resources Ltd."
For and on behalf of the Board of Directors
H. B. Belwal
V. D. Jhunjhunwala
Directors
Place: New Delhi
Date: 28 May, 2009