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Marsons

BSE: 517467|ISIN: INE415B01036|SECTOR: Electric Equipment
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Directors Report Year End : Jun '15    Mar 14
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--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 : 033- 24927244
 
 Fax : 033- 24926152
 
 E-mail: info@marsonsonline.com
 
 Website: www.marsonsonline.com                    Akhilesh Kotia
 
 Date : 14/11/2015                                       Chairman
Source : Dion Global Solutions Limited
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