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డైరెక్టర్ల నివేదిక Mardia Samyoung Capillary Tubes Company Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 33rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2025.
|
CURRENT |
PREVIOUS |
|
|
YEAR |
YEAR |
|
|
(2024-25) |
(2023-24) |
|
|
OPERATING PROFIT/ (LOSS) (PBIDT) |
1,19,94,609.00 |
(48,19,206.00) |
|
Less:Interest & Financial Charges |
- |
0.00 |
|
PROFIT/ (LOSS) BEFORE DEPRECIATION & TAXATION |
1,19,94,609.00 |
(48,19,206.00) |
|
Less:Depreciation |
- |
2,79,288.00 |
|
PROFIT/ (LOSS) BEFORE TAXATION |
1,19,94,609.00 |
(50,98,494.00) |
|
Less:Provision for Taxation |
- |
00.00 |
|
NET PROFIT/ (LOSS) AFTER TAX |
1,19,94,609.00 |
(50,98,494.00) |
During the year under review, the operating profit was Rs 1,19,94,609/- There were no interest and financial charges. The tax liability is nil. The depreciation was also Nil. The net profit accordingly is Rs. 1,19,94,609/-.
During the year under review, there is no change in the capital structure of the Company and accordingly, the issued, subscribed and paid-up capital of the company stands at Rs. 6,96,14,100 as on 31st March, 2025.
A) Issue of equity shares with differential rights
During the year under review, the Company has not issued any shares with differential voting rights.
B) Issue of sweat equity shares
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options
During the year under review, the Company has not issued any sweat equity shares.
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
In view of the Company''s present financial conditions, your directors do not recommend any dividend for the year ended 31st March, 2025.
There was no amount of unpaid dividend and shares liable to be transferred to IEPF during financial year 2024-25.
5. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD''S REPORT
There is no change in the nature of the business of the Company during the year. There is no revision made in the Board''s Report and whatever submitted herewith is the final report.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE
No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.
7. DIRECTORS AND KEY MANGERIAL PERSONNEL
As of 31st March, 2025, your Company''s Board had 10 members comprising of two Managing Directors one Whole time Director, two Non- Executive and Non-Independent Directors and five Independent Directors including three Woman Director. During the Financial Year, total of 8 (Eight) meetings of the Board of Directors were held
The directors of the company resigned due to open offer and change in management and there were no other material reasons for the change.
Brief profile of the Directors who are being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.
Your directors have informed your Company that they are not debarred for re-appointment/continuation as directors under applicable provisions of the Company Act, 2013. The Board recommends their appointment.
III. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
8. DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013, we, the Directors of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in respect of Financial Year 2024-25 that:
a) In the preparation of annual accounts for the year ended 31st March, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material discrepancies, if any.
b) 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 loss of the Company for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a ''Going Concern'' basis.
e) The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Pursuant to the provisions of Section 134(3)(a) of the Act, the draft annual return as on 31st March, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using www.mardiasamyoung.com.
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations.
11. INDEPENDENT DIRECTORS'' MEETING
The Independent Directors met once in the financial year, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
12. BOARD FAMILIARISATION AND TRAINING PROGRAMME
The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company''s business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. The details of such programs are available on the website of your Company at - www.mardiasamyoung.com.
The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors.
14. DISCLOSURE UNDER SECTION 197(2) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The Company has no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014.
Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.
The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc. The Board agrees that the recommendations of the Audit Committee on any matter relating to financial and managerial including the audit report would be binding on the Board.
Based on the above and the Internal Audit System, the Audit Committee, the Board opines that the Company has adequate internal control system commensurate with the size of the Company and the nature of its business.
During the year under review, the 4 Audit Committee was held during Financial Year 2024-25.
16. NOMINATION AND REMUNERATION COMMITTEE
The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith.
The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.
During the year under review, the 3(Three) Nomination and Remuneration Committee meetings was held during Financial Year 2024-25.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the Company''s working or any violation of its policies. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at www.mardiasamyoung.com
18. STAKEHOLDERS'' RELATIONSHIP COMMITTEE
The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith.
The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc
The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints. During the year under review, the 1(One) Stakeholders Committee meeting was held during Financial Year 2024-25
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the Companies Act 2013, companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or net profit of Rs. 5 crore or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors and such company shall spend at least 2% of the average net profits of the company''s three immediately preceding financial years. As our Company is not covered under the said provisions, the Company has
not developed and implemented any Corporate Social Responsibility initiatives.
20. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in separate section annexed herewith as âAnnexure - Aâ and forms an integral part of this Report
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Abhishek Chhajed, partner of M/s SCS AND CO. LLP, Company Secretaries, (COP No. 15131), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as âAnnexure - Bâ and forms an integral part of this Report.
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s Agrawal & Agrawal Associates have been appointed as the Statutory Auditors of your Company, for a term of five years till the conclusion of 35 th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors are not peer reviewed firm and are not eligible to hold office as Statutory Auditors of your Company.
Representatives of the Statutory Auditors of your Company attended the previous AGM of your Company held on 30th September 2024. The Notes to the financial statements referred to in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
CLARIFICATION TO AUDITORâS REPORT
Notes on Accounts referred to by the Auditors in their report are self-explanatory and therefore do not require any further clarification.
23. COST RECORDS AND COST AUDITORS
The provision of Cost audit as per section 148 doesn''t applicable on the Company
Since the paid-up capital of the company is less than Rupees Ten crores (10 crores) and its net worth is less than Rupees Twenty-five crores (25 crores), the compliance with Para C of Schedule V and other regulations as specified under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 are not applicable to the Company and therefore the Annual Report on Corporate Governance is not enclosed. The Company has intimated to BSE accordingly.
The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.
26. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES
The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 12 to Financial Statements.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were at arm''s length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link www.mardiasamyoung.com
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Personnel specially trained for this task.
II. Research on use of such component in the equipment''s and final product which will maximize energy conservation.
III. Proper maintenance of all machinery & other equipment and timely replacement of worn-out components.
IV. Maximum utilization of available resources.
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgoing is NIL.
i. The steps taken or impact on conservation of energy: None
ii. The steps taken by the Company for utilizing alternate sources of energy: None
iii. The capital investment on energy conservation equipment: None
i. ) The effort made towards technology absorption: None
ii. ) The benefit derived like product improvement, cost reduction, product development or
import substitution: None
iii. ) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -
a. The details of technology imported: None
b. The year of import: None
c. Whether the technology has been fully absorbed: None
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None
iv. ) The expenditure incurred on Research and Development: None
C. Foreign Exchange Earnings & Expenditure:
i. ) Details of Foreign Exchange Earnings: Nil
ii. ) Details of Foreign Exchange Expenditure: Nil
The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place at the Company.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The Company has not received any complaints of workplace complaints, including complaints on sexual harassment during the year under review. OR The following is a summary of complaints received and resolved during the reporting period:
31. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and postmaternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016
During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.
34. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct (âCodeâ) to regulate, monitor and report trading in the Company''s shares by the Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by the designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The Code covers the Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Company''s website i. e. www.mardiasamyoung.com.
35. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS
No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the company Company''s operations in the future.
36. LISTING WITH STOCK EXCHANGES:
Companies'' Shares are Listed on BSE Limited.
Your Directors are pleased to place on record their appreciation of the value, contribution, devotion and sense of commitment extended by the employees of the Company, which inspires confidence to plan for greater accomplishments in the current financial year. Your Directors would also like to place on record its sincere appreciation for the whole hearted support and contributions made by the various Banks, Central, State Government and Local bodies, Customers, Suppliers and other business associates towards conduct of efficient operations of your company.
Mar 31, 2024
Your Directors have pleasure in presenting the 32nd Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31st March 2024.
1. FINANCIAL RESULTS
|
CURRENT YEAR (2023-24) |
PREVIOUS YEAR (2022-23) |
|
|
OPERATING PROFIT/ (LOSS) (PBIDT) |
(48,19,206.00) |
(25,68,850.00) |
|
Less:Interest & Financial Charges |
0.00 |
0.00 |
|
PROFIT/ (LOSS) BEFORE DEPRECIATION & TAXATION |
(48,19,206.00) |
(25,68,850.00) |
|
Less: Depreciation |
2,79,288.00 |
2,95,731.00 |
|
PROFIT/ (LOSS) BEFORE TAXATION |
(50,98,494.00) |
(22,73,119.00) |
|
Less:Provision for Taxation |
00.00 |
0.00 |
|
NET PROFIT/ (LOSS) AFTER TAX |
(50,98,494.00) |
(22,73,119.00) |
2. PERFORMANCE
During the year under review, the operating loss was Rs22,73,119/- There were no interest and financial charges.
The tax liability is nil. The net loss after depreciation is accordingly Rs. 50,98,494/-.
3. SHARE CAPITAL
During the year under review, there is no change in the capital structure of the Company and accordingly, the
issued, subscribed and paid-up capital of the company stands at Rs. 6,96,14,100 as on 31st March, 2024.
4. DIVIDEND
In view of the Company''s present financial conditions, your Directors do not recommend any dividend for the year
ended 31st March, 2024.
There was no amount of unpaid dividend and shares liable to be transferred to IEPF during financial year 2023¬
24.
5. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD''S REPORT
There is no change in the nature of the business of the Company during the year. There is no revision made in the
Board''s Report and whatever submitted herewith is the final report.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH
FINANCIAL RESULTS RELATE
No material changes and commitments which could affect the Company''s financial position have occurred
between the end of the financial year of the Company and the date of this report.
7. DIRECTORS AND KEY MANGERIAL PERSONNEL
As of 31st March, 2024, your Company''s Board had six members comprising of two Executive Directors, one Non¬
Executive and Non-Independent Directors and three Independent Directors including one Woman Director.
I. APPOINTMENT / REAPPOINTMENT OF DIRECTORS
In accordance with the Provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms.
Preeti Rawat, who retires by rotation and being eligible offers herself for re-appointment. The brief profile of the
Director being appointed at the ensuing Annual General Meeting forms part of the notice convening the 32nd
Annual General Meeting. Mr. Lav Kumar, being eligible offers himself for re-appointment as Independent Director
for second term of five (5) consecutive years. The brief profile of the Directors being appointed/re-appointed at
the ensuing Annual General Meeting forms part of the Notice convening the 32nd Annual General Meeting.
Your Directors have informed your Company that they are not debarred for re-appointment/continuation as
directors under applicable provisions of the Company Act, 2013. The Board recommends their appointment.
II. KEY MANAGERIAL PERSONNEL
As on the date of this report, the following are Key Managerial Personnel (âKMPsâ) of your Company as per
Sections 2(51) and 203 of the Act
|
Name of the Person |
Designation |
|
Mr. Ravindra Milapchand Mardia |
Managing Director |
|
Mr. Gaurav Mardia |
Whole Time Director |
|
Mr. Anand Kondiba Shinde |
Chief Financial Officer |
|
Ms. Poonam Kanade |
Company Secretary |
III. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors pursuant to Section 149(7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed pursuant to
Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.
8. DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013, we, the Directors of MARDIA SAMYOUNG CAPILLARY TUBES
CO. LIMITED, state in respect of Financial Year 2023-24 that:
a) In the preparation of annual accounts for the year ended 31st March, 2024, the applicable Accounting
Standards have been followed along with proper explanation relating to material discrepancies, if any.
b) 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 loss of the Company for that period.
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a ''Going Concern'' basis.
e) The directors, have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively.
f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.
9. ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2024
prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can
be accessed using www.mardiasamyoung.com
10. BOARD POLICIES
The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure - B to this report.
11. BOARD OF DIRECTORS &NUMBER OF MEETINGS
The Board as on 31st March, 2024 consisted of six (6) Directors namely:
|
Name |
Designation |
|
Mr. Ravindra Mardia |
Managing Director |
|
Mr. Gaurav Mardia |
Whole Time Director |
|
Ms. Preeti Rawat |
Non- Executive Non-Independent Director |
|
Mr. Bharat J. Chouhan |
Independent Director |
|
Ms. Stuti Rajeshbhai Kotecha |
Independent Director |
|
Mr. Lav Kumar |
Independent Director |
During the Financial Year, total of 4 (four) meetings of the Board of Directors were held on 29th May, 2023; 14th
August, 2023; 11th November, 2023 and 09th February, 2024 respectively.
12. INDEPENDENT DIRECTORS'' MEETING
The Independent Directors met on February 09, 2024, without the attendance of Non-Independent Directors and
members of the management. The Independent Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along with the performance of the Chairman of your
Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.
13. BOARD FAMILIARISATION AND TRAINING PROGRAMME
The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The
Board is also updated on the operations, key trends and risk universe applicable to your Company''s business.
These
Updates help the Directors in keeping abreast of key changes and their impact on your Company. The details of
such programs are available on the website of your Company at - www.mardiasamyoung.com
14. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own performance, the individual Directors as well
as the working of the Committees of the Board. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by Independent Directors.
15. DISCLOSURE UNDER SECTION 197(2) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER
RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The Company has no employees in respect of whom the information as per Section 197 of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014.
16. AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of the Company''s Act, 2013, the Board has constituted an Audit
Committee as on 31st March, 2024 comprising of one (1) Executive Director and two (2) Independent Directors as
follows:
|
Name of the Committee Member |
Category |
|
Mr. Ravindra Mardia |
Executive |
|
Mr. Bharat J. Chouhan |
Independent |
|
Mr. Lav Kumar |
Non-Executive - Independent Director |
The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the
Listing Agreement entered into with the Stock Exchanges, inter-alia for holding discussions with the Auditors
periodically, review of quarterly, half yearly and annual financial statements before submission to the Board,
review of observations of Auditors and to ensure compliance of internal control systems.
The Audit Committee has also been delegated with authority for investigation and access for full information and
external professional advice for discharge of the function delegated to it by the Board.
The Board agrees that the recommendations of the Audit Committee on any matter relating to financial and
managerial including the audit report would be binding on the Board.
Based on the above and the Internal Audit System, the Audit Committee, the Board opines that the Company has
adequate internal control system commensurate with the size of the Company and the nature of its business
17. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of Section 186 of the Companies Act, 2013, formulated the policy
setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The Board has constituted a
Nomination and Remuneration Committee as on 31st March, 2024 comprising of three Non-Executive Director
and Independent Directors as follows:
|
Name of the Committee |
Category |
|
Mr. Bharat J. Chouhan |
Non-Executive - Independent Director |
|
Ms. Preeti Rawat |
Non-Executive - non Independent |
|
Mr. Lav Kumar |
Non-Executive - Independent Director |
18. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the
Company''s working or any violation of its policies. No person has been denied access to the Chairman of the
Audit Committee. The said policy is uploaded on the website of your Company at www.mardiasamyoung.com
19. STAKEHOLDERS'' RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations, the
Company has formed Stakeholders'' Relationship Committee composition and terms of reference of which are in
conformity with the said provisions. As on March 31, 2024, the Stakeholders Relationship Committee comprised
of 3 (three) Directors comprising 1 (one) Independent.
|
Name of the Committee Member |
Category |
|
Mr. Bharat J. Chouhan |
Non-Executive - Independent Director |
|
Ms. Preeti Rawat |
Non-Executive - non Independent |
|
Mr. Lav Kumar |
Non-Executive - Independent Director |
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the Companies Act 2013, companies having net worth of Rs.500 crore or more, or turnover of Rs.1000
crore or more or net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate
Social Responsibility (CSR) Committee of the Board of Directors and such company shall spend at least 2% of the
average net profits of the company''s three immediately preceding financial years. As our Company is not covered
under the said provisions, the Company has not developed and implemented any Corporate Social Responsibility
initiatives.
21. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing
Regulations, is presented in separate section annexed herewith as ''Annexure - Câ and forms an integral part of
this Report
22. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinesh
K. Shah & Associates, a Company Secretaries (COP no. 7000) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as âAnnexure - Dâ and forms an integral part of this Report.
DIRECTORS EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT
The Board conducted FOUR Board meeting during the financial year via video conferencing but due to shortage of
staff and clerical default the Company has failed to file timely Outcome of Board Meeting as per SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.
The Securities and Exchange Board of India (SEBI) had made the order of suspension of a certificate of
registration and revoked the trading in shares for non-compliance with listing conditions against company and
company had made the application under Standard Operating System and Trading in Equity Shares has been
resumes as on August 26, 2024
The company had non-compliant provisions of SEBI (LODR) Regulation 2015, however company has filed the
Reports, Financial Statements in PDF and in XBRL form with BSE as per the SEBI Guidelines after due dates.
The company failed to file timely outcome of Board Meetings to BSE as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, but the company has filed the outcome of Board Meetings with BSE
after due dates prescribed under the provision of Regulations.
The company has failed to appoint the Internal Auditor as per the provision of Section 138 of Companies Act,
2013, however the Board is in the process of appointment of Suitable person in the position of Internal Auditor.
The Company is in the process of acquiring necessary documentation to file the necessary forms for charge
satisfaction with Ministry of Corporate Affairs
The company had the Company being a Sick Company was not in a financial position to maintain a website during
the year under review, however company has made efforts to create and maintain a website and all required
details has been updated.
Due to some clerical default the Company has failed to file compliance under SEBI (SAST) Regulations, 2011.
The Company is in the process of filing Form MGT-7 for the financial year 2019-20, 2020-21, 2021-22, 2022-23.
The Company is in the process of filing Form MGT-15 for the financial year 2019-20, 2020-21, 2021-22, 2022-23.
Due to the Company being a Sick Company was not in a financial position to filing of Form INC-22A on time but
company has made efforts to file The Form -22A with additional fees.
Due to the Company being a Sick Company was not in a financial position to filing of Form DIR12 on time but
company has made efforts to file The DIR12 with additional fees.
Pursuant to the notice received from BSE the Company has taken all efforts to comply with the regulations of BSE
Listing agreement and SEBI LODR and is in the process of lifting the suspension on the trading of the company
shares.
23. AUDITORS
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s Agrawal &
Agrawal Associates have been appointed as the Statutory Auditors of your Company, for a term of five years till
the conclusion of 35 th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance
with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.
The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors of your Company.
Representatives of the Statutory Auditors of your Company attended the previous AGM of your Company held on
30th September 2023.The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.
The Auditors'' Report is enclosed with the financial statements in this Annual Report.
CLARIFICATION TO AUDITOR''S REPORT
Notes on Accounts referred to by the Auditors in their report are self-explanatory and therefore do not require
any further clarification.
24. COST RECORDS AND COST AUDITORS
The provision of Cost audit as per section 148 doesn''t applicable on the Company
25. CORPORATE GOVERNANCE
Since the paid-up capital of the company is less than Rupees Ten crores (10 crores) and its net worth is less than
Rupees Twenty-five crores (25 crores), the compliance with Para C of Schedule V and other regulations as
specified under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 are not
applicable to the Company and therefore the Annual Report on Corporate Governance is not enclosed. The
Company has intimated to BSE accordingly.
26. DEPOSITS
The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits
during the year under review.
27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES
The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the Note nos. 11, 12 and 16 to Financial Statements.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were at arm''s length basis and in the
ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted.
Thus, disclosure in form AOC-2 is not required. The Policy on Related Party Transactions is available on your
Company''s website and can be accessed using the link www.mardiasamyoung.com
29. CONSERVATION OF ENERGY
I. Personnel specially trained for this task.
II. Research on use of such component in the equipment''s and final product which will maximize energy
conservation.
III. Proper maintenance of all machinery & other equipment and timely replacement of worn-out components.
IV. Maximum utilization of available resources.
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 the required information
relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgoing is annexed
to the report as âAnnexure - Aâ.
30. RISK MANAGEMENT POLICY
The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in
identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board
through appropriate structures that are in place at the Company.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual
harassment were received during FY 2023-24.
32. CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct (âCodeâ) to regulate, monitor and report trading in the Company''s
shares by the Company''s designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by the designated persons while trading/ dealing in the Company''s
shares and sharing Unpublished Price Sensitive Information (âUPSIâ). The Code covers the Company''s obligation
to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process
to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair
disclosure of UPSI which has been made available on your Company''s website i. e. www.mardiasamyoung.com.
33. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY''S OPERATIONS
No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern
status and the company Company''s operations in the future.
34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:
During the year under review, there were no applications made or proceedings pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.
35. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their appreciation of the value, contribution, devotion and sense of
commitment extended by the employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would also like to place on record its sincere
appreciation for the whole hearted support and contributions made by the various Banks, Central, State
Government and Local bodies, Customers, Suppliers and other business associates towards conduct of efficient
operations of your company.
Registered Office: For and on behalf of the Board of Directors
J - 55, M. I. D. C, Industrial Area,
Tarapur. Boisar - 401 506
Maharashtra.
Sd/- Sd/-
Place: Mumbai RAVINDRA MARDIA GAURAV MARDIA
Dated: 31st August 2024 Managing Director Whole-time Director
DIN:00077012 DIN:00074333
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31*' March 2015.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
(Rs. in Lacs) (Rs. in Lacs)
OPERATING PROFIT/(LOSS) (PBIDT) (88.91) (100.39)
Interest & Financial Charges 0.00 0.00
PROFIT/(LOSS) BEFORE DEPRECIATION & (88.91) (100.39)
TAXATION
Depreciation 20.12 34.00
PROFIT/(LOSS) BEFORE TAXATION (109.03) (134.39)
Provision for Taxation 0.00 0.00
NET PROFIT/(LOSS) AFTER TAX (109.03) (134,39)
DIVIDEND:
In view of company's present financial conditions, your Directors do
not recommend any dividend for the year ended 31s1 March 2015.
3. OPERATIONS
During the year under review, the operating profit/loss was 88.90 lacs.
There were no interest and financial charges. The tax liability is nil
due to a loss. The net loss after tax is accordingly 107.46 lacs.
4. COMPLETION OF MERGER OF GROUP COMPANIES
In order to improve the shareholders value and to augment the strength
and achieve the synergy among the group companies, which are all
registered with BIFR, the Board of Directors, with the approval of the
required authorities, had submitted a rehabilitation scheme to BIFR,
including the possible turnaround of the group companies together by
way of merger and provide liquidity to the shareholders at large. The
B.I.F.R. after the hearing has approved the scheme of amalgamation of
Mardia Tubes Limited & Mardia Extrusions Limited with your company and
passed the necessary order to that effect. The merger process is now
complete and accordingly Mardia Tubes Ltd and Mardia Extrusions Ltd
have merged with the Company.
5. APPOINTMENT / REAPPOINTMENT OF DIRECTORS
In accordance with the Provisions of the Companies Act, 2013, and
Articles of-Association of the Company, Mr. Bharat Chouhan & Mrs.
Omana Nayak who retire by rotation, at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
brief profile of Directors being appointed at the ensuing Annual
General Meeting forms part of the notice convening 23rd Annual General
Meeting.
Your Directors have informed your Company that they are not debarred
for re-appointment/ continuation as directors under applicable
provisions of the Company Act, 2013. The Board recommends their
appointment.
Also, in accordance with the provisions of the Companies Act, 2013 and
articles of association of the Company, Mr. Gaurav Mardia, an
additional director, is proposed to appointed as a Director of the
Company subject to the consent of the shareholders.
6. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the working of the
Committees of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non- Independent Directors was
carried out by Independent Directors.
7. AUDITORS
M/s SHYAM C. AGRAWAL & COMPANY, Chartered Accountants, auditors of the
Company will hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received a letter from them to the
effect that their appointment, if made, would be within the prescribed
limits under Section 139 of the Companies Act, 2013. Accordingly, the
said Auditors may be appointed as Auditors of the Company at the
ensuing Annual General Meeting.
8. AUDITOR'S REPORT
Notes on Accounts referred to by the Auditors in their report are self
explanatory and therefore do not require any further clarification.
9. FIXED DEPOSITS
The Company has not accepted any deposits during the year within the
meaning of Sections 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
10. PARTICULARS OF EMPLOYEES
No employee of the Company is covered under the applicable provisions
of the Companies Act, 2013.
11. CONSERVATION OF ENERGY
The Company has taken adequate steps to conserve energy at all levels.
An in-house team comprising of experts, regularly keep a check on all
the energy conservation systems applied by the Company at the work
place. At regular intervals the reports and findings of this team are
discussed by the senior management. The Energy Conservation system of
the Company gives emphasis on:
I. Personnel specially trained for this task.
II. Research on use of such component in the equipments and final
product which will maximize energy conservation.
III. Proper maintenance of all machinery & other equipment and timely
replacement of worn-out components.
IV. Maximum utilization of available resources.
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956 the required information relating to conservation
of energy, technology absorption and Foreign Exchange earning and
outgoing is annexed to the report (Annexure "A").
12. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 of the Companies Act, 2013, we, the Directors
of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in respect of
Financial Year 2014-15 that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material discrepancies, if any.
b) 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 loss of the
Company for that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) The Annual Accounts have been prepared on a 'Going Concern' basis.
e) The directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively.
f) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
13. AUDIT COMMITTEE
a) Pursuant to the provisions of Section 177 of the Company's Act, 2013,
the Board has constituted an Audit Committee comprising of three
independent Directors, and one Executive Director, inter-alia for
holding discussions with the Auditors periodically, review of quarterly,
half yearly and annual financial statements before submission to the
Board, review of observations of Auditors and to ensure compliance of
internal control systems;
b) The Audit Committee has also been delegated with authority for
investigation and access for full information and external professional
advice for discharge of the function delegated to it by the Board;
c) The Board agrees that the recommendations of the Audit Committee on
any matter relating to financial and managerial including the audit
report would be binding on the Board; and
d) Based on the above and the Internal Audit System, the Audit
Committee, the Board opines that the Company has adequate internal
control system commensurate with the size of the Company and the nature
of its business.
14. CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreements with the Stock
Exchanges, Corporate Governance and Management discussion and Analysis
Report form part of this Annual Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors' certificate confirming compliance of the
Corporate Governance is attached to the Report on Corporate Governance.
15. DISCLOSURES
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle
Blower Policy to deal with instances of fraud and mismanagement, if
any.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION. PROHIBITION AND REDRESSALt ACT. 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No
complaints pertaining to sexual harassment were received during FY
2014-15.
16. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their appreciation of the
value, contribution, devotion and sense of commitment extended by the
employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would
also like to place on record its sincere appreciation for the whole
hearted support and contributions made by the various Banks, Central,
State Government and Local bodies, Customers, Suppliers and other
business associates towards conduct of efficient operations of your
company.
For and on behalf of the Board
RAVINDRA MARDIA
Chairman
Place: Mumbai.
Date: 30,h May, 2015
Mar 31, 2013
The Directors have pleasure in presenting the 21 st Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31" March 2013.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
(Rs. in Lacs) (Rs. in Lacs)
OPERATING PROFIT/(LOSS) (PBIDT) (131.28) (179.08)
Interest & Financial Charges 0.00 0.47
PROFIT/(LOSS) BEFORE DEPRECIATION
& TAXATION (131.28) (179.55)
Depreciation 19.58 19.95
PROFIT/(LOSS) BEFORE TAXATION (150.86) (199.50)
Provision for Taxation 1.26 6.97
NET PROFIT/(LOSS) AFTER TAX (149.61) (192.53)
DIVIDEND:
In view of company''s present financial conditions, and pending
proposal of merger scheme with BIFR, your Directors do not recommend
any dividend for the year ended 31" March 2013.
OPERATIONS AND PROSPECTUS:
During the year under review, the Gross income from operations amounted
to Rs. 911.31 lacs as compared to Rs. 4434.15 Lacs for the year
2012-2013. The decrease in the turnover has occurred mainly on account
of general economic condition, availibility of raw material prices of
copper in international markets, which also affected the Company''s
production and growth. The set up at Tarapur of unit II is now fully
operational, & we expect a much better performance in the next year.
REFERENCE TO BIFR
As per the Audited Accounts as on 31/03/1999, the Company''s net worth
had been fully eroded and the Company has filed the reference to
B.I.F.R. under section 15 of Sick Industrial Companies (Special
Provision) Act, 1985. The Company has been registered with B.I.F.R.
ICICI Bank has been appointed as the Operating Agency. Hon''ble
A.A.I.F.R. has opined that:
"Several positive developments have taken place since the impugned
order was passed. The appellant company has arrived at a settlement
with all its secured creditors and the amounts due as per the
settlement agreement have been paid. ''
In view of the significant positive development that has taken place,
there is now a distinct possibility of revival. We, therefore allow the
appeal and set aside the impugned order dated 17lh September 2004. The
matter is remanded to B.I.F.R. with a direction to formulate a
rehabilitation scheme for the revival of the appellant company and pass
appropriate orders ¦ in accordance with law. ''''
Hon. B.I.F.R. thereafter appointed ICICI Bank as the Operating Agency
to review and act upon the rehabilitation scheme. ICICI Bank has since
submitted the DRS scheme to BIFR. (Hon. BIFR called meetings and the
matter is under consideration).
PROPOSAL FOR MERGER OF GROUP COMPANIES: !
In order to improve the shareholders value and to augment the strength
and achieve the synergy among the group companies, '' which are all
registered with BIFR, the Board of Directors, subject to approval of
the required authorities, have already submited a rehabilitation scheme
to BIFR, including the possible turnaround of the group companies
together by way of merger and provide liquidity to the shareholders at
large. The B.I.F.R.after the hearing, has approved the scheme of
amalgamation of Mardia Tubes Limited & Mardia Extrusions Limited with
your company and passed the necessary order to that effect. Accordingly
we have disposed off the Land and Building of our Unit II, Silvassa.
APPOINTMENT / REAPPOINTMENT OF DIRECTORS:
In accordance with the Provisions of the Companies Act, 1956, and
Articles of Association of the Company, Mrs. Omana Nayak & Mr. Bharat
Chauhan who retire by rotation, at the ensuing Annual General Meeting
and being eligible offer themselves for re-appointment.
The Brief profiles of Directors being appointed at the ensuing Annual
General Meeting forms part of notice convening 21st Annual General
Meeting.
Your Directors have informed your Company that they are not debarred
for re-appointment/ continuation as directors under 274(1) (g) of the
Company Act, 19S6 The Board recommends their appointment.
APPOINTMENT OF NOMINEE DIRECTORS BY THE HON''BLE B.I.F.R.:
The chairman informed the Board that the Hon''ble BIFR has appointed
Shri Mohan Lall as nominee Director on the Board of the company.
AUDITORS:
M/s SHYAM C. AGRAWAL& COMPANY, Chartered Accountants, auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956. Accordingly, the said
Auditois may be appointed as Auditors of the Company at the ensuing
Annual General Meeting.
AUDITOR''S REPORT:
Notes on Accounts referred to by the Auditors in their report are self
explanatory and therefore do not require any further clarification.
FIXED DEPOSITS:
The Company has not accepted any deposits during the year within the
meaning of Sections 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES:
No employee of the Company is covered under the provisions of section
217 (2A) of the Companies Act, 1956, read with the Company''s
(Particulars of Employees) Amendment Rules, 1988.
CONSERVATION OF ENERGY
The Company has taken adequate steps to conserve energy at all levels.
An in-house team comprising of experts, regularly keep a check on all
the energy conservation systems applied by the Company at the work
place. At regular intervals the reports and findings of this team are
discussed by the senior management. The Energy Conservation system of
the Company . gives emphasis on:
I Personnel specially trained for this task.
II Research on use of such component in the equipments and final
product which will maximize energy conservation.
III Proper maintenance of all machinery & other equipment and timely
replacement of worn-out components.
IV Maximum utilization of available resources.
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956 the required information relating to conservation
of energy, technology absorption and Foreign Exchange earning and
outgoing is annexed to the report.
DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, we, the
Directors of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in
respect of Financial Year 2012-13 that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material discrepancies, if any :
b) 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;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) The Annual Accounts have been prepared on a ''Going Concern''
basis.
AUDIT COMMITTEE
a) Pursuant to the provisions of Section 292A of the Company''s Act,
1956, the Board has constituted an Audit Committee comprising of three
independent Directors, and one Executive Director, inter-alia for
holding discussions with the Auditors periodically, review of
quarterly, half yearly and annual financial statements before
submission to the Board, review of observations of Auditors and to
ensure compliance of internal control systems;
b) The Audit Committee has also been delegated with authority for
investigation and access for full information and external professional
advice for discharge of the function delegated to it by the Board;
c) The Board agrees that the recommendations of the Audit Committee on
any matter relating to financial and managerial including the audit
report would be binding on the Board; and
d) Based on the above and the Internal Audit System, the Audit
Committee, the Board opines that the Company has adequate internal
control system commensurate with the size of the Company and the nature
of its business.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreements with the Stock
Exchanges, Corporate Governance and Management discussion and Analysis
Report form part of this Annual Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors'' certificate confirming compliance of
the Corporate Governance is attached to the Report on Corporate
Governance.
ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their appreciation of the
value, contribution, devotion and sense of commitment extended by the
employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would
also like to place on record its sincere appreciation for the whole
hearted support and contributions made by the various Banks, Central,
State Government and Local bodies, Customers, Suppliers and other
business associates towards conduct of efficient operations of your
company.
For and on behalf of the Board
SURENDRA MARDIA
Chairman
Place: Mumbai.
Date: 31s1 August, 2013.
Mar 31, 2012
To The Members of MARDIA SAMYOUNG CAPILLARY TUBES COMPANY LIMITED
The Directors have pleasure in presenting the 20th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March 2012.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
(Rs. in Lacs) (Rs. in Lacs)
OPERATING PROFIT/(LOSS) (PBIDT) (179.08) (109.03)
Interest & Financial Charges 0.47 0.21
PROFIT/(LOSS) BEFORE
DEPRECIATION & TAXATION (179.55) (108.82)
Depreciation 19.95 21.80
PROFIT/(LOSS) BEFORE TAXATION (199.50) (87.02)
Provision for Taxation 6.97 8.98
NET PRQF1T/(LQSS) AFTER TAX (192.53) (78.04)
DIVIDEND:
In view of company''s present financial conditions, and pending
proposal of merger scheme with BIFR, your Directors do not recommend
any dividend for the year ended 31st March 2012.
OPERATIONS AND PROSPECTUS:
During the year under review, the Gross income from operations amounted
to Rs. 4434.15 lacs as compared to Rs. 2696.29 Lacs for the year
2010-2011. The increase in the turnover has occurred mainly on account
of general economic condition, availability of raw material prices of
copper in international markets, which also affected the Company''s
production and growth. The set up at Tarapur of unit II is now fully
operational, & we expect a much better performance in the next year.
REFERENCE TO BIFR
As per the Audited Accounts as on 31/03/1999, the Company''s net worth
had been fully eroded and the Company has filed the reference to
B.I.F.R. under section 15 of Sick Industrial Companies (Special
Provision) Act, 1985. The Company has been registered with B.I.F.R.
ICICI Bant has been appointed as the Operating Agency. Hon''ble
A.A.I.F.R. has opined that:
"Several positive developments have taken place since the impugned
order was passed. The appellant company has arrived at a settlement
with all its secured creditors and the amounts due as per the
settlement agreement have been paid.
In view of the significant positive development that has taken place,
there is now a distinct possibility of revival. We, therefore allow the
appeal and set aside the impugned order dated 17* September 2004. The
matter is remanded to B.I.F.R. with a direction to formulate a
rehabilitation scheme for the revival of the appellant company and pass
appropriate orders in accordance with law. "
PROPOSAL FOR MERGER OF GROUP COMPANIES:
In order to improve the shareholders value and to augment the strength
and achieve the synergy among the group companies, which are all
registered with BIFR, the Board of Directors, subject to approval of
the required authorities, have already submitted a rehabilitation scheme
to BIFR, including the possible turnaround of the group companies
together by way of merger and provide liquidity to the shareholders at
large. The B.I.F.R.after the hearing, has approved the scheme of
amalgamation of Mardia Tubes Limited & Mardia Extrusions Limited with
your company and passed the necessary order to that effect, a copy of
which is awaited.
APPOINTMENT / REAPPOINTMENT OF DIRECTORS:
In accordance with the Provisions of the Companies Act, 1956, and
Articles of Association of the Company, Mr. Virendrasinh Deora & Mr.
Surendra Mardia who retire by rotation, at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment.
The Brief profiles of Directors being appointed at the ensuing Annual
General Meeting forms part of notice convening 20* Annual General
Meeting.
Your Directors have informed your Company that they are not debarred
for re-appointment/ continuation as directors under 274(1) (g) of the
Company Act, 1956 The Board recommends their appointment,
APPOINTMENT OF NOMINEE DIRECTORS BY THE HONBLE B.I.F.R.:
The chairman informed the Board that the Hon''ble BIFR has appointed
Shri Mohan Latl as nominee Director on the Board of the company.
AUDITORS:
M/s SH YAM C. AGRAWAL & COMPANY, Chartered Accountants, auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956. Accordingly, the said
Auditors may be appointed as Auditors of the Company at the ensuing
Annual General Meeting.
AUDITOR''S REPORT:
Notes on Accounts referred to by the Auditors in their report are self
explanatory and therefore do not require any further clarification.
FIXED DEPOSITS:
The Company has not accepted any deposits during the year within the
meaning of Sections 58A of the Companies Act, 1956 read with the
Companies {Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES:
No employee of the Company is covered under the provisions of suction
217 (2A) of the Companies Act, 1956, read with the Company''s
(Particulars of Employees) Amendment Rules, 1988.
CONSERVATION OF ENERGY
The Company has taken adequate steps to conserve energy at all levels.
An in-house team comprising of experts, regularly keep a check on all
the energy conservation systems applied by the Company at the work
place. At regular intervals the reports and findings of this team are
discussed by the senior management. The Energy Conservation system of
the Company gives emphasis on;
I Personnel specially trained for this task.
II Research on use of such component in the equipments and final
product which will maximize energy conservation.
III Proper maintenance of all machinery & other equipment and timely
replacement of wom-out components.
IV Maximum utilization of available resources.
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956 the required information relating to conservation
of energy, technology absorption and Foreign Exchange earnings and
outgoing is annexed to the report.
DIRECTOR''S RESPONSIBILITY STATEMENT
In terms of Section 217{2AA) of the Companies Act, 1956, we, the
Directors of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in
respect of Financial Year 2011-12 that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material discrepancies, if any :
b) 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;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) The Annual Accounts have been prepared on a ''Going Concern''
basis.
AUDIT COMMITTEE
a) Pursuant to the provisions of Section 292Aofthe Company''s Act,
1956, the Board has constituted an Audit Committee comprising of three
independent Directors, and one Executive Director, inter-alia for
holding discussions with the Auditors periodically, review of
quarterly, half yearly and annual financial statements before
submission to the Board, review of observations of Auditors and to
ensure compliance of internal control systems;
b) The Audit Committee has also been delegated with authority for
investigation and access for full information and external professional
advice for discharge of the function delegated to it by the Board;
c) The Board agrees that the recommendations of the Audit Committee on
any matter relating to financial and managerial including the audit
report would be binding on the Board; and
d) Based on the above and the Internal Audit System, the Audit
Committee, the Board opines that the Company has adequate internal
control system commensurate with the size of the Company and the
nature of its business.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreements with the Stock
Exchanges, Corporate Governance and Management discussion and Analysis
Report form part of this Annual Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors'' certificate confirming compliance of
the Corporate Governance is attached to the Report on Corporate
Governance.
ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their appreciation of the
value, contribution, devotion and sense of commitment extended by the
employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would
also like to place on record its. sincere appreciation for the whole
hearted support and contributions made by the various Banks, Central,
State Government and Local bodies, Customers, Suppliers and other
business associates towards conduct of efficient operations of your
company.
For and on behalf of the Board
SURENDRA MARDIA
Chairman
Place: Mumbai.
Date: 31st August, 2012.
Mar 31, 2010
The Directors have pleasure in presenting the 18 th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March 2010.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
(Rs. in Lacs) (Rs, in Lacs)
OPERATING PROFIT/(LOSS)(PBIDT) 171.81 167.80
Interest & Financial Charges 0.24 0.58
PROFIT/(LOSS) BEFORE DEPRECIATION
& TAXATION 171.57 167.22
Depreciation 19.29 25.22
PROFIT/(LOSS) BEFORE TAXATION 152.28 142.00-
Provision for Taxation 7.91 6.00
NET PROFIT/(LOSS) AFTER TAX 160.18 148.00
DIVIDEND:
In view of companys present financial conditions, and pending proposal
of merger scheme with BIFR, your Directors do not recommend any
dividend for the year ended 31st March 2010.
OPERATIONS AND PROSPECTUS:
During the year under,review, the Gross income from operations amounted
to Rs.2990.77 Lacs as compared to Rs. 2463.46 Lacs for the year 2008 -
2009. The increase in the turnover has occurred mainly on account of
general economic condition, increase in demand for the Companys
Products, availability of raw material and increase in the prices of
copper in international markets, which also affected the Companys
profitability. The set up at Tarapur of unit II is now fully
operational, & we expect a much better performance in the next year.
REFERENCE TO BIFR
As per the Audited Accounts as on 31 /03/1999, the Companys net worth
had been fully eroded and the Company has filed the reference to BIFR.
: under section 15 of Sick Industrial Companies (Special Provision)
Act, 1985. The Company has been registered with B.I. F.R. ICICI Bank
has been appointed as the Operating Agency. Honble A. A. I. F. R. has
opined that:
"Several positive developments have taken place since the impugned
order was passed. The appellant company has arrived at a settlement
with all its secured creditors and the amounts due as per the
settlement agreement have been paid.
In view of the significant positive development that has taken place,
there is now a distinct possibility of revival. We. therefore allow the
appeal and set aside the impugned order dated 17th September 2004. The
mailer is remanded to B.I.F.R. with a direction to formulate a
rehabilitation scheme for the revival of the appellant company and pass
appropriate orders in accordance with law. "
Hon. B.I.F.R. thereafter appointed ICICI Bank as the Operating Agency
to review and act upon the rehabilitation scheme. ICICI Bank has since
submitted the DRS scheme to BIFR. (Hon. BIFR called meetings and the
matter is under consideration).
PROPOSAL FOR MERGER OF GROUP COMPANIES:
In order to improve the shareholders value and to augment the strength
and achieve the synergy among the group companies, which are all
registered with BIFR, the Board of Directors, subject to approval of
the required authorities, have proposed to submit a rehabilitation
scheme to BIFR, including the possible turnaround of the group
companies together by way of merger and provide liquidity to the
shareholders at large.
APPOINTMENT/ REAPPOINTMENT OF DIRECTORS:
In accordance with the Provisions of the Companies Act, 1956, and
Articles of Association of the Company, Mr, Virendra Sinh Deora, & Mrs.
Omana Vijay Nayak who rerires.by rotation, at the ensiting Annual
General Meeting and being eligible offer, themselves for
re-appointment. The Board at its Board Meeting held on 18th August,
2010 re-appointment of Shri Ravindra Mardia as Managing Director of the
Company for a period of 5 years from 01.12.2010 to 30.11.2015 subject
to the approval of shareholders at the ensuing Annual General Meeting.
The Brief profiles of Directors being appointed at the ensuing Annual
General Meeting forms part of notice convening 18th Annual General
Meeting,
Your Directors have informed your Company that they are not debarred
for re-appointment/ continuation as directors under 274(1) (g) of the
Company Act, 1956 The Board recommends their appointment.
AUDITORS:
M/s SHYAM C. AGRAWAL & COMPANY, Chartered Accountants, auditors of the
Company holds office until the conclusion of the ensuing Annual General
Meeting The Company has received a letter from them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 224 (IB) of the Companies Act, 1956. Accordingly, the said
Auditors may be appointed as Auditors of the Company at the ensuing
Annual.General Meeting.
AUDITORS REPORT:
Notes on Accounts referred to by the Auditors in their report are self
explanatory and therefore do not require any further clarification.
FIXED DEPOSITS:
The Company has not accepted any deposits during the year within the
meaning of Sections 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES:
No employee of the Company is covered under the provisions of section
217 (2A) of the Companies Act, 1956, read with the Companys
(Particulars of Employees) Amendment Rules, 1988.
CONSERVATION OF ENERGY
The Company has taken adequate steps to conserve energy at all levels.
An in-house team comprising of experts, regularly keep a check on all
the energy conservation systems applied by the Company at the work
place. At regular intervals the reports and findings of this team are
discussed by the senior management. The Energy Conservation system of
the Company gives emphasis on:
I Personnel specially trained for this task.
II Research on use of such component in the equipments and final
product which will maximize energy conservation.
III Proper maintenance of all machinery & other equipment and timely
replacement of worn-out components.
IV Maximum utilization of available resources.
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956 the required information relating to conservation
of energy, technology absorption and Foreign Exchange earning and
outgoing is annexed to the report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, we, the
Directors of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in
respect of Financial Year 2009-10 mat ;
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material discrepancies, if any:
b) 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;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) The Annual Accounts have been prepared on a Going Concern basis.
AUDIT COMMITTEE
a) Pursuant to the provisions of Section 292 A of the Companys Act,
1956, the Board has constituted an Audit Committee comprising of three
independent Directors, and one executive Director, inter-alia for
holding discussions with the Auditors periodically, review of
quarterly, half yearly and annual financial statements before
submission to the Board, review of observations of Auditors and to
ensure compliance of internal control systems;
b) The Audit Committee has also been delegated with authority for
investigation and access for full information and external professional
advice for discharge of the function delegated to it by the Board;
c) The Board agrees that the recommendations of the Audit Committee on
any matter relating to financial and managerial including the audit
report would be binding on the Board; and
d) Based on the above and the Internal Audit System, the Audit
Committee, the Board opines that the Company has adequate internal
control system commensurate with the size of the Company and the nature
of its business.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreements with the Stock
Exchanges, Corporate Governance and Management discussion and Analysis
Report form part of this Annual Report/The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors certificate confirming compliance of the
Corporate Governance is attached to the Report on Corporate Governance.
ACKNOWLEDGEMENT:
Your Directors are pleased to pjace on record their appreciation of the
value, contribution, devotion and sense of commitment extended by the
employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would
also like to place on record its sincere appreciation for the whole
hearted support and contributions made by, the various Banks, Central,
State Government and Local bodies, Customers, Suppliers and other
business associates towards conduct of efficient operations of your
company.
For and on behalf of the Board of Directors
SURENDRA MARDIA
Chairman
Place : Mumbai.
Date : 18th August, 2010.
Mar 31, 2009
The Directors have pleasure in presenting the 17th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31 st March 2009.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
(Rs. in Lacs) (Rs. in Lacs)
OPERATING PROFIT/LOSS (PBIDT) 167.80 59.20
Interest & Financial Charges 0.58 0.18
PROFIT/LOSS BEFORE DEPRECIATION &
TAXATION 167.22 59.02
Depreciation 25.22 31.99
PROFIT/LOSS BEFORE TAXATION 142.00 27.03
Provision for Taxation 6.00 119.25
NETPROFIT/LOSSAFTERTAX 148.00 146.28
DIVIDEND:
In view of carried forward loss in the current year, your Directors do
not recommend any dividend for the year ended 31 st March 2009.
OPERATIONS AND PROSPECTUS:
During the year under review, the Gross income from operations amounted
to Rs. 2463.46 Lacs as compared to Rs. 1035.01 Lacs for the year
2007-2008. The increase in the turnover has occurred mainly on account
of general economic condition, increase in demand for the Companys
Products, availability of raw material and increase in the prices of
copper in international markets, which also affected the Companys
profitability.
REFERENCE TO BIFR
As per the Audited Accounts as on 31/03/1999, the Companys net worth
has been fully eroded and the Company has filed the reference to
B.I.F.R. under section 15 of Sick Industrial Companies (Special
Provision) Act, 1985. The Company has been registered with B.I F.R.
ICICI Bank has been appointed as the Operating Agency. Honble
A.A.I.F.R. has opined that:
" Several positive developments have taken place since the impugned
order was passed. The appellant company has arrived a. a settlement
with all its secured creditors and the amounts due as per the
settlement agreement have been paid. In view of the significant
positive development that has taken place, there is now a distinct
possibility of revival. We, therefore allow the appeal and set aside
the impugned order dated 17th September 2004. The matter is remanded to
B.I.F.R. with a direction to formulate a rehabilitation scheme for the
revival of the appellant company and pass appropriate orders in
accordance with law. "
Hon. B.I.F.R. thereafter appointed ICICI Bank as the Operating Agency
to review and act upon the rehabilitation scheme. ICICI Bank has since
submitted the DRS scheme to BIFR. (Hon. BIFR called meetings and the
matter is under consideration).
PROPOSAL FOR MERGER OF GROUP COMPANIES:
In order to improve the shareholders value and to augment the strength
and achieve the synergy among the group companies, which are all
registered with BIFR, the Board of Directors, subject to approval of
the required authorities, have proposed to submit a rehabilitation
scheme to BIFR, including the possible turnaround of the group
companies together by law way of merger and provide liquidity to the
shareholders at large.
APPOINTMENT / REAPPOINTMENT OF DIRECTORS:
The Brief profiles of Directors being appointed at the ensuing Annual
General Meeting forms part of notice convening 17th Annual General
Meeting.
In accordance with the Provisions of the Companies Act, 1956, and
Articles of Association of the Company, Shri. Surendra Mardia, & Shri
Ravindra Mardia who retires by rotation, at the ensuing Annual General
Meeting and being eligible offers themselves for reappointment.
The Board recommends their appointment,
AUDITORS:
M/s SHYAMC. AGRAWAL & COMPANY, Chartered Accountants, auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 224 (1B) of the Companies Act, 1956. Accordingly, the said
Auditors may be appointed as V Auditors of the Company at the ensuing
Annual General Meeting.
AUDITORS REPORT:
Notes on Accounts referred to by the Auditors in their report are self
explanatory and therefore do not require any further clarification.
FIXED DEPOSITS:
The Company has not accepted any deposits during the year within the
meaning of Sections 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES:
No employee of the Company is covered under the provisions of section
217 (2A) of the Companies Act, 1956, read with the Companys
(Particulars of Employees) Amendment Rules, 1988.
CONSERVATION OF ENERGY
The Company has taken adequate steps to conserve energy at all levels.
An in-house team comprising of experts, regularly keep a check on all
the energy conservation systems applied by the Company at the work
place. At regular intervals the reports and findings of this team are
discussed by the senior management. The Energy Conservation system of
the Company gives emphasis on
I Personnel specially trained for this task.
II Research on use of such component in the equipments and final
product which will maximize energy conservation.
III Proper maintenance of all machinery & other equipment and timely
replacement of worn-out components.
IV Maximum utilization of available resources.
In accordance with the provisions of Section 217 (1) (e) of the
Companies Act, 1956 the required information relating to conservation
of energy, technology absorption and Foreign Exchange earning and
outgoing is annexed to the report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, we, the
Directors of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in
respect of Financial Year 2008-09 that:
a) In the preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material discrepancies, if any:
b) 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;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities, and
d) The Annual Accounts have been prepared on a Going Concern Basis.
AUDIT COMMITTEE
a) Pursuant to the provisions of Section 292A of the Companys Act,
1956, the Board has constituted an Audit Committee comprising of four
independent Directors, and one executive Director, inter-alia for
holding discussions with the Auditors periodically, review of
quarterly, half yearly and annual financial statements before
submission to the Board, review of observations of Auditors and to
ensure compliance of internal control systems;
b) The Audit Committee has also been delegated with authority for
investigation and access for full information and external professional
advice for discharge of the function delegated to it by the Board;
c) The Board agrees that the recommendations of the Audit Committee on
any matter relating to financial and management including the audit
report would be binding on the Board; and
d) Based on the above and the Internal Audit System, the Audit
Committee, the Board opines that the Company has internal control
system commensurate with the size of the Company and the nature of its
business.
CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreements with the Stock
Exchanges, Corporate Governance and Management discussion and Analysis
Report form part of this Annual Report. The Company is in full
compliance with the requirements and disclosures that have to be made
in this regard. The Auditors certificate confirming compliance of the
Corporate Governance is attached to the Report on Corporate Governance.
ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their appreciation of the
value, contribution, devotion and sense of commitment extended by the
employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would
also like to place on record its sincere appreciation for the whole
hearted support and contributions made by the various Financial
Institutions, Banks, Central, State Government and Local bodies,
Distributors, Suppliers and other business associates towards conduct
of efficient operations of your company.
For and on behalf of the Board of Directors
SURENDRA MARDIA
Chairman
Place: Mumbai.
Date 22nd August, 2009.
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మరింత సమాచారం Mardia Samyoung Capillary Tubes Company Ltd.
-
Mardia Samyoung Capillary Tubes Company Ltd. కంపెనీ వివరాలు
- కంపెనీ ప్రొఫైల్
- కంపెనీ చరిత్ర
- నిర్వహణ బృందం
- క్యాపిటల్ స్ట్రక్చర్
- ప్రొడక్ట్ మిక్స్
- బ్యాంకర్/ఆడిటర్/రిజిస్ట్రార్
-
కంపెనీ చరిత్ర
- బిఎస్ఇ ధర చరిత్ర
-
Mardia Samyoung Capillary Tubes Company Ltd. ముఖ్య ఆర్థిక నిష్పత్తులు
- నిష్పత్తులు
-
Mardia Samyoung Capillary Tubes Company Ltd. ఫలితాలు
- క్వార్టర్లీ ఫలితాలు
- హాఫ్ ఇయర్లీ ఫలితాలు
- 9నెలల ఫలితాలు
- వార్షిక ఫలితాలు
-
Mardia Samyoung Capillary Tubes Company Ltd. ఆర్థిక డేటా
- ఆడిట్ ఫలితాలు
- క్యాష్ ఫ్లో
- బ్యాలెన్స్ షీట్
-
Mardia Samyoung Capillary Tubes Company Ltd. నివేదికలు
- అకౌంటింగ్ విధానాలు
- ఆడిటర్స్ నివేదిక
- డైరక్టర్స్ నివేదిక
- ఖాతాకు గమనికలు
-
Mardia Samyoung Capillary Tubes Company Ltd. కార్పొరేట్ ప్రకటనలు
- బుక్ క్లోజర్
- బోర్డు సమావేశాలు
-
బ్లూ-చిప్ స్టాక్లలో కొనుగోళ్ల జోరు.. 609 పాయింట్లు ఎగబాకిన సెన్సెక్స్.. 24177 పాయింట్ల వద్ద ముగిసిన నిఫ్టీ.. -
నష్టాల్లో ముగిసిన సూచీలు.. 24 వేల మార్క్ దిగువకు నిఫ్టీ.. 417 పాయింట్లు కోల్పోయిన సెన్సెక్స్.. -
HCL share: స్టాక్ పడిపోతుంటే ఇన్వెస్టర్లు ఎందుకు కొంటున్నారు? HCL టెక్ వెనుక ఉన్న అసలు సీక్రెట్ ఇదే! -
నిఫ్టీ టార్గెట్ తగ్గింపు.. భారత మార్కెట్కు జేపీ మోర్గాన్ షాక్! -
స్టాక్ మార్కెట్ భారీ క్రాష్.. రూ. 6 లక్షల కోట్లు ఆవిరి.. మూడు రోజుల్లో సెన్సెక్స్ 2,600 పాయింట్లు ఢమాల్.. -
మూడో రోజు కూడా కుప్పకూలిన స్టాక్ మార్కెట్.. భారీ నష్టాలతో ఇన్వెస్టర్లు విలవిల -
కుప్పకూలిన స్టాక్ మార్కెట్.. భారీ నష్టాల్లో ఐటీ రంగం షేర్లు.. ఇన్వెస్టర్లు లబోదిబో.. -
Stock market: పెరుగుతున్న స్టాక్ మార్కెట్! చమురు ధరలు తగ్గడమే కారణమా? ఇన్వెస్టర్లు ఇప్పుడేం చేయాలంటే.. -
ఇన్వెస్టర్లు డబ్బుతో రెడీగా ఉండండి.. రేపు బలంగా ర్యాలీ చేయనున్న నిఫ్టీ.. కారణాలు ఇవే.. -
IPO: స్టాక్ మార్కెట్ చరిత్రలోనే కీలక అడుగు.. ఏప్రిల్ 20న ఏం జరగబోతోంది? -
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