Directors Report of Marsons Ltd.

Jun 30, 2015

Dear Members,

The Directors have pleasure in submitting their 38th Annual Report together with the Audited Statements of Account for the period ended 30th June 2015.

Financial Performance

The Company's financial performance for the period ended 30th June 2015 is summarized below:

Rs, (In Lacs)

Financial Result Period Ended Year Ended 30.06.2015 31.03.2014

Total Revenue 7716.70 5524.91

Profit /(Loss) Before Tax (481.25) 88.57

Less: Tax Expenses (5.14) 64.97 Profit /(Loss) After Tax (476.11) 23.60

Operating & Financial Performance

The current recession prevailing in the economy has marred the performance of the Company. During the year, the net revenue from operations of your Company increased from Rs, 5524.91 Lacs to Rs, 7716.70 Lacs. For FY 2015, your Company's loss after tax stood at Rs, 476.11 Lacs vis-à-vis profit of Rs, 23.60 Lacs in the previous year.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company occurring between June 30, 2015 and the date of this Report of the Directors.

Management Discussion and Analysis Report

Industry Trend and Development

The Company is engaged in manufacturing of transformers in the capacity range of 100MVA 132KV class. The demand for the Company's product in coming years will increase significantly. The expansion of infrastructure industry and real estate business, extensive rural electrification programme of the Government, development of shopping malls, complexes, etc. demands various type of transformers and the Company in this industry with flexibility will survive and have a bright future.

Opportunities and Threats

The company has taken steps to upgrade its facility for manufacturing of transformers up to 100 MVA 220 KV Class from the present capacity of 100 MVA 132 KV Class. With this the Board has also decided to diversify into the field of EPC Contracts in Power Sector and the negotiations with major players in this field are at concrete stage. The Company's nature of business is capital intensive and hence any delay in cycle causes huge interest loss and marks the bottom line of the Company.

Risk and Concern

The threat is also from unorganized small scale entrepreneurs who sometimes run away with big orders due to their small set up cost. The nature of industry demands blocking of capital for a long period and hence more credit support from the banks are required.

Outlook

The current scenario is very encouraging because the major thrust of our Government is on Power and Infrastructure sector. Meanwhile Eastern and North Eastern region is witnessing the maximum development in the power sector. We are in a commanding position for all North Eastern demand of these Large Transformers as we are at the gateway to the entire region. NTPC and NHPC are setting up power project of 25000 MW and 20000 MW at an estimated cost of approximately Rs, 20 Billion in the North East, which will give us a tremendous opportunity.

Subsidiary / Joint Ventures / Associates

The Company has no subsidiary or any joint venture. However, the Company has an associate company and the particulars are given vide form AOC-1 enclosed with the report and marked as Annexure -I.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Company's Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company's website at www.marsonsonline.com.

Dividend

Your directors regret to recommend any dividend for the period under report.

Share Capital

The paid up Equity Share Capital as on June 30, 2015 was Rs, 25 crores. During the year under review the company has not issued

any shares or any convertible instruments.

Segment wise performance

The Company is primarily a manufacturer of electrical transformer as a single unit. Accordingly, the Company is a single business segment company.

Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

Board of Directors

In accordance with the provisions of Companies Act, 2013 Mr. Akhilesh Kotia (DIN: 00076777), Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Mr. Ananchaperumal Pillai Subramonia Pillai (DIN: 07152155) was appointed as an Additional Director w.e.f.18.03.2015.to hold the office up to ensuing Annual General Meeting. He is also acting as Chief Executive officer (CEO) of the Company in terms of the provisions of Section 203 of the Companies Act, 2013 w.e.f. 18.03.2015.

Mr. Sudhir Kumar Joshi (DIN: 05102823) ceased to be a director w.e.f. 31.07.2014 & Mr. Piyush Kumar Jain (DIN: 00440575) ceased to be a director w.e.f. 14.08.2014. Mr. M. Laskar (DIN: 06727819) and Mr. Suraj Jha (DIN: 07179051) become the directors of the Company on 30.04.2015 and acted till 29.08.2015. Mr. G. C. Kotia (DIN: 00651168) resigned from the Board on 18.03.2015 due to his ailing health. Your directors place on record their appreciation for their contribution to the development of the company.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees and attendance of Directors is given separately and attached as Annexure – II.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013 and state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The Company follows a policy of disclosure of Related Party Transactions in each Meeting of the Board of Directors. The details of Related Party Transactions are enclosed as Annexure - III.

Key Managerial Personnel

The following two persons were formally appointed as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Ananchaperumal Pillai Subramonia Pillai, Chief Executive Officer (CEO)

b) Mr. Ajay Singh, Chief Financial Officer (CFO)

Your Company is looking for a suitable candidate to be appointed as Company Secretary to be designated as KMP.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Committees.

Corporate Governance

Report on Corporate Governance along with the certificate thereon as obtained from M/s. A. K. Labh & Co., Company Secretaries is separately attached as Annexure – IV and Annexure -V respectively and forms a part of the Directors' Report.

Audit Committee

The Audit Committee comprises Directors namely Mrs. Trina Sinha (Chairman), Mr. Sandip Goswami and Mr. Akhilesh Kotia as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Other Committees

The other Committees of the Company includes Nomination & Remuneration Committee & Stakeholders Relationship Committee which comprises Directors namely Mrs. Trina Sinha (Chairman), Mr. Sandip Goswami and Mr. Akhilesh Kotia as other members in both the committees. The Company's Remuneration Policy is available on the Company's website www.marsonsonline.com and is attached as Annexure - VI and forms a part of this Report of the Directors.

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company's website www.marsonsonline.com

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange. The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE415B01028.

Statutory Audit

Mr. K M Roy, Chartered Accountants (Membership No.: 053720), Kolkata, the Auditors of your company is retiring at the forthcoming Annual General Meeting and is eligible for re-appointment. The observations of Auditors in their report read with the relevant notes to Financial Statement are self-explanatory and therefore do not require further explanations.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Ms. Suchita Tiwari, Practicing Company Secretary (C.P No.-13787), in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor's Report is attached as Annexure - VII and forms part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in her Report.

Internal Audit

M/s. S. K.Agarwal & Co., Cost Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

It is the Company's policy not to give loans, directly or indirectly, to any person or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure – VIII and forms a part of this Report of the Directors.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - IX.

Managerial Remuneration

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

Marsons House, On behalf of the Board

Budge Budge Trunk Road, For Marsons Limited

Vill. – Chakmir, P. O. Maheshtala,

Kolkata- 700 142

CIN : L31102WB1976PLC030676

Phone : [phone]

Fax : [phone]

E-mail: [email protected]

Website: www.marsonsonline.com Akhilesh Kotia

Date : 14/11/2015 Chairman

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Mar 31, 2014

The Shareholders,

The Directors of your company hereby submit their 37th Annual Report together with audited statement of accounts of the company for the period (9 months) ended 31st March, 2014.

FINANCIAL HIGHLIGHT:

For the period (9 For the 15 months months ) ended period ended 31.03.2014 30.06.2013 R (In Lacs) R (In Lacs)

Total Revenue 5524.91 5170.87

Depreciation for the year 95.71 126.34

Profit/(Loss) before Taxation 88.57 35.28

Provision for Income Tax (Net of Deferred Tax Assets) 64.97 (39.04)

Profit After Tax 23.60 74.32

Surplus Carried to Balance Sheet 548.15 524.76

Earning per share (EPS) 0.09 0.30

DIVIDEND

To accumulate the resources the Board of Directors are not in a position to to recommend any dividend for the period under review.

CURRENT OPERATION & FUTURE PROSPECTS

The company''s turnover increased from R 51.71 Crore to R 55.25 Crore. The EPS of the Company for the year ended was R 0.09 compared to R 0.30 of the corresponding previous period. In order to align with provisions of the new Companies Act, 2013, the Board has decided to close the financial year on 31.03.2014 and accordingly the result of current period is of 9 months only and hence the said figures are not comparable with that of the previous year.

PARTICULARS OF EMPLOYEES:

There has been no employee in the category as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the Provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment;

ii) that 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 at the end of the period on 31st March, 2014 and of the profit of the company for the year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC:

The Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached, forming part of this report.

PUBLIC DEPOSIT:

The Company has closed its Public Deposit Scheme running under Section 58A of the Companies Act, 1956. The company has Rs.48.22 Lacs outstanding deposit as on 31.03.2014 which will be repaid at the time of maturity.

AUDITORS:

M/s. K. K. Jain & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and they have expressed their willingness to accept reappointment and have further confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' OBSERVATIONS:

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

DIRECTORS:

Mr. Akhilesh Kotia, Managing Director of the company retires by rotation and being eligible offers himself for re- appointment.

LISTING:

The shares of the company are listed at Bombay Stock Exchange and the listing fee is paid upto 31st March, 2015.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with the Certificate thereon from M/s. A. K. Labh & Co., Company Secretaries is separately attached with the Annual Report.

DEPOSITORY SYSTEM:

The Company''s shares are under compulsory demat mode. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (I) Limited (CDSL). Members are requested to dematerialize their holdings for operational convenience.

ACKNOWLEDGEMENT:

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, consultants, clients, employees and contractors for their valuable guidance and support and also to all those who are associated with the company in any way.

On behalf of the Board

Place: Kolkata Gyan Chand Kotia Date : 30.05.2014 Chairman

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Jun 30, 2013

To The Shareholders,

The Directors of your company hereby submit their 36th Annual Report together with audited statement of accounts of the company for the year ended 30th June, 2013.

FINANCIAL HIGHLIGHT:

For the year ended For the 15 months Period 30.06.2013 ended 30.06.2012 R (In Lacs) R (In Lacs)

Total Revenue 5170.87 11827.59

Depreciation for the year 126.34 161.61

Profit/(Loss) before Taxation 35.28 332.12

Provision for Income Tax (Net of Deferred Tax Assets) (39.04) 111.75

Profit After Tax 74.32 220.37

Surplus Carried to Balance Sheet 524.76 474.75

Earning per share (EPS) 0.30 0.88





DIVIDEND

The Directors regret to recommend any dividend for the year under Report.

CURRENT OPERATION & FUTURE PROSPECTS

The company''s turnover decreased from R 118.28 Crore to R 50.51 Crore. The EPS of the Company for the year ended was R. 0.30 compared to R 0.88 of the corresponding previous period. The Company''s financial year ending on 30.06.2013. The figures of corresponding period is of 15 months and hence are not comparable

PARTICULARS OF EMPLOYEES:

There has been no employee in the category as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the Provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment;

ii) that 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 at the end of the financial year on 30th June, 2013 and of the profit of the company for the year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC:

The Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached, forming part of this report.

PUBLIC DEPOSIT:

The Company has launched Public Deposit Scheme under Section 58A of the Companies Act, 1956. The company has R. 64.63 Lacs outstanding deposit as on 30.06.2013.

AUDITORS:

M/s. K. K. Jain & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and they have expressed their willingness to accept reappointment and have further confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' OBSERVATIONS:

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

DIRECTORS:

Mr. Gyan Chand Kotia, Director of the company retires by rotation and being eligible offers himself for re- appointment.

LISTING:

The shares of the company are listed at Bombay Stock Exchange and the listing fee is paid upto 31st March, 2014.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with the Certificate thereon from M/s. A. K. Labh & Co., Company Secretaries is separately attached with the Annual Report.

DEPOSITORY SYSTEM:

The Company''s shares are under compulsory demat mode. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (I) Limited (CDSL). Members are requested to dematerialize their holdings for operational convenience.

ACKNOWLEDGEMENT:

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, consultants, clients, employees and contractors for their valuable guidance and support and also to all those who are associated with the company in any way.

On behalf of the Board

Place: Kolkata Gyan Chand Kotia

Date : 26.11.2013 Chairman

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Mar 31, 2011

The Shareholders,

The Directors of your company hereby submit their 34th Annual Report together with audited statement of accounts of the company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHT:

For the Year For the Year ended ended 31.03.2011 31.03.2010 (In Lacs) (In Lacs)

Total Income 12281.09 7684.68

Depreciation for the year 92.96 92.97

Profit/(Loss) before Taxation 670.67 340.19

Provision for Income Tax (Net of Deferred Tax Assets) (40.04) (119.68)

Surplus brought forward 211.77 110.31

Balance available for appropriation 728.72 328.77

Appropriations:

Proposed Dividend 125.00 100.00

Provision for CDT 20.28 17.00

Surplus Carried to Balance Sheet 383.44 211.77



DIVIDEND

The Board is pleased to recommend a dividend @ 5% i.e. 0.50 against the face value of 10/- each of an equity share.

CURRENT OPERATION & FUTURE PROSPECTS

The company's turnover was increased from 76.85 Crore to 122.81 Crore whereas the profit after tax has increased from 218.46 Lacs to 516.95 Lacs. The operating profit was 670.67 Lacs compared to 340.1 9 Lacs of the previous year. The EPS of the Company for the year ended was 2.07 compared to 0.95 of the corresponding previous year.

BONUS ISSUE:

The company has successfully completed the issue of bonus shares in the month of March, 2011 and accordingly 50,00,000 Equity Shares of 10/- each were issued in the forms of bonus shares. The bonus shares were issued in the ratio of 1 equity share of 10/- each for every 4 equity shares of 10/- each. An amount of 5,00,00,000/- was capitalized out of share premium and reserves to make provision for issue of such bonus shares.

INCREASE OF CAPITAL

The Authorised Capital of the Company has been increased from 20 Crore to 25 Crore whereas the Paid up Capital of the Company was also increased from 20 Crores to 25 Crores by issue and allotment of 50,00,000 Equity Shares of 10/- each during the year in the form of Bonus Shares.

PARTICULARS OF EMPLOYEES:

There has been no employee in the category as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment;

ii) that 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 at the end of the financial year ended 31st March, 2011 and of the profit of the company for the year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC:

The Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached, forming part of this report.

PUBLIC DEPOSIT:

The company has not accepted any public deposit in terms of Section 58A of the Companies Act, 1956

AUDITORS:

M/s. K. K. Jain & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and they have expressed their willingness to accept reappointment and have further confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

AUDITORS' OBSERVATIONS:

The Notes on Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments.

DIRECTORS:

Mr. Akhilesh Kotia, Managing Director and Mr. Manoj Banka, Director of the company retire by rotation and being eligible offer themselves for re-appointment.

LISTING:

The shares of the company are listed at Bombay Stock Exchange and the listing fee is paid upto 31st March, 2012.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with the Certificate thereon from M/s. A. K. Labh & Co., Company Secretaries is separately attached with the Annual Report.

DEPOSITORY SYSTEM:

The Company's shares are under compulsory demat mode. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (I) Limited (CDSL). Members are requested to dematerialize their holdings for operational convenience.

ACKNOWLEDGEMENT:

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, consultants, clients, employees and contractors for their valuable guidance and support and also to all those who are associated with the company in any way.

By Order of the Board For Marsons Limited

G. C. Kotia Chairman

Place: Kolkata Date : 30.08.2011

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Mar 31, 2010

The Directors of your company hereby submit their 33rd Annual Report together with audited statement of accounts of the company for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHT:

For the Year For the Year ended 31.03.2010 ended 31.03.2009 Rs.(In Lacs)

Total Income 7684.68 4379.55

Surplus/(Deficit) before providing for 431.11 203.24 Depreciation for the year

Depreciation for the year 92.97 84.42

Profit/(Loss) before Taxation 338.14 118.82

Provision for Income Tax <119.68> 56.41 (Net of Deferred Tax Assets)

Surplus brought forward 218.46 (73.53)

TOTAL EARNINGS 328.77 110.31

Appropriations:

Proposed Dividend 100.00 --

Provision for CDT 17 --

Surplus Carried to Balance Sheet 211.77 110.31

DIVIDEND

The Board is pleased to recommend a dividend @5% i.e. Re. 0.50 against the face value of Rs. 10/- each of an equity share.

CURRENT OPERATION & FUTURE PROSPECTS

The companys turnover was increased from Rs. 43.80 Crore to Rs. 76.85 Crore whereas the profit after tax has increased from Rs. (73.54) Lacs to Rs. 218.46 Lacs. The operating profit was Rs. 338.14 Lacs compared to Rs. 118.82 Lacs of the previous year. The EPS of the Company for the year ended was Rs. 1.21 compared to Re. (0.43) of the corresponding previous year.

SETTLEMENT OF RURAL ELECTRIFICATION CORPORATION (REC) DUES

The Board is pleased to inform that the long term dues from Rural Electrification Corporation Limited (REC) is settled during the year and repaid entirely by the company under a proposal of One Time settlement (OTS) as mutually settled by REC and the Company.

INCREASE OF CAPITAL

The Authorised Capital of the Company has been increased from Rs. 18 Crore to Rs. 20 Crore whereas the Paid up Capital of the Company was also increased from Rs. 18 Crores to Rs. 20 Crores by issue and allotment of 20,00,000 Equity Shares of Rs. 10/- each during the year.

PARTICULARS OF EMPLOYEES:

There has been no employee in the category as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the Provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment;

ii) that 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 at the end of the financial year ended 31st March, 2009 and of the profit of the company for the year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC:

The Particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are attached, forming part of this report

AUDITORS:

M/s. K. K. Jain & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and they have expressed their willingness to accept reappointment and have further confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956

AUDITORS OBSERVATIONS:

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

DIRECTORS:

Mr. V. M. Swami and Mr. Peeyush Jain, DirectorsxifthexoTrrpany retire by rotation and being eligible offer themselves for re-appointment.

LISTING:

The shares of the company are listed at Bombay Stock Exchange and the listing fee is paid upto 31st March, 2011.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with the Certificate thereon from M/s. A. K. Labh & Co., Company Secretaries is separately attached with the Annual Report.

DEPOSITORY SYSTEM:

The Companys shares are under compulsory demat mode. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (I) Limited (CDSL). Members are requested to dematerialize their holdings for operational convenience.

ACKNOWLEDGEMENT:

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, consultants, clients, employees and contractors for their valuable guidance and support and also to all those who are associated with the company in any way.

By Order of the Board For Marsons Limited

Place: Kolkata

Date: 21.08.2010 G.C.Kotia

Chairman