DIRECTORS' REPORT TO, THE MEMBERS, MARATHWADA REFRACTORIES LIMITED Your Directors have pleasure in presenting the Thirty Sixth Annual Report of your Company together with audited statement of Accounts and the Auditors Report in respect of the year ended March 31, 2015. Directors' Responsibility Statement In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and, based upon representations from the Management, the Board states that : a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures; b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year; c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts of the Company on a "going concern" basis; e) the Directors have laid down internal financial controlsto be followed by the Company and such internal financial controls are adequate and were operating effectively; and f) the Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Performance: During the year under consideration, the company has earned income mainly from interest as it has already closed manufacturing operations. The Company is in the process of identifying business opportunities. The annexed Management Discussion and Analysis forms a part of this report of the Company during the financial year 2014-2015. In accordance with the listing agreement with the Stock Exchanges, the following is attached: The report on Corporate Governance in accordance with clause 49 of the listing agreement along with the auditors certificate Dividend : In view of inadequacy of profits, the Board of Directors has not recommended any dividend for the year under review. Directors: In the gap between the previous Annual General Meeting and now, Mr.S.Baaskaran and Mr. Malu Sanjay Tolaram, Directors have resigned. The Board would like to place on record their sincere appreciation of the services rendered by them. Ms. Aparna Goel and Mr. Kapil Malhotra were appointed as Additional (Independent) Director of the Company with effect from March 30, 2015 by the Board of Directors. In terms of Section 161(1) of the Companies Act, 2013, for a period 5 (five) years The Board was of the opinion that the aforesaid directors meet the criteria of independence under sub-section (6) of Section 149 of the Act. The aforesaid directors have also confirmed that they meet the criteria of independence as required under sub-section (7) of Section 149 of the Act at thefirst meeting of the Board every year. The Board recommends their appointment as Additional (Independent) Directors by shareholders. Mr. Ganapathy Venkatesh was appointed as additional director of the Company by the Board of Directors with effect from June 30, 2015 and holds office up to the date of the next Annual General Meeting. Being eligible for appointment, the Board recommends his appointment as director by shareholders. Key Managerial personnel Mr. H.S. Girish Gupta, was re designated as the Managing Director of the Company by the Board of Directors meeting held on March 30, 2015, for a period of 5 years. Mr. H.S. Girish Gupta will not receive any remuneration. The appointment requires the approval of the shareholders for which a Resolution has been included in the notice convening the Annual General Meeting. Audit Committee Present composition of the Audit Committee is as under: 1. Mr. Kapil Malhotra Independent Director & Chairperson 2. Mr. Ganapathy Venkatesh Director & Member 3. Ms. Aparna Goel Independent Director & Member Company's Policy on Directors' Appointment and Remuneration and Senior Management Appointment and Remuneration. In accordance with Section 178 of the Act read with clause 49 IV of the listing agreement, the Company's Nomination and Remuneration Committee has formulated a policy on Directors Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration. The policies are enclosed as Annexures 2 and 3 and forms part of this report. Particulars under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014: Energy Conservation Measures: There is no manufacturing activity carried out during the year. Foreign Exchange Earning and Outgo: There are no foreign exchange earnings or outgoes. Remuneration Details of Directors/ Key Managerial Personnel (KMP) and Employees None of the Directors, Key Managerial Personnel and Employees are covered under the Section 134 of the Companies I Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Auditors : At the Annual General Meeting of the Company held on September 23, 2014 M/s.Guru & Jana, Chartered Accountants (Firm Registration Number 0068265) were re-appointed as the Statutory Auditors of the Company for a period of 3 years (re-appointment from the conclusion of the 35th Annual General Meeting till the conclusion of the 38th Annual General Meeting) which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.The members may ratify the appointment of Guru &Jana as the Statutory Auditors of the Company for the financial year 2015-16. There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors. Secretarial Audit The Secretarial Audit Report for the year ended March 31, 2015 issued by Mr. Rafeeulla Shariff, Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Ad, 2013. Secretarial Auditor's report forms part of the Annual Report. There are certain observations or remarks in the Secretarial Audit Report and which are replied by the Board as follows. In respect of the comments of the Secretarial Auditors on the appointment of Company Secretary as Compliance officer of the Company and appointment of Chief Financial officer as Key Managerial Personnel of the Company pursuant to the provisions of section 203 of the Companies Act, 2013, the Company had taken steps to recruit the Company Secretary and Chief Financial officer, however, the Company has not found suitable candidates for appointment, but the company is in the process of appointing the company secretary &Chief Financial officer. In respect of the comments of the Secretarial Auditors on constitution of Audit Committee & Nomination and Remuneration Committee pursuant to the provisions of section 177 & 178 of the Companies Act, 2013, the Audit Committee & Nomination and Remuneration Committee was constituted on 30th March, 2015 and complied the same. Related Party transactions During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. The related party transactions undertaken during the financial year 2014 -15 are detailed in Notes to Accounts of the Financial Statements. Extract of Annual Return In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure-4 tothis report. Loan, Guarantees or Investments During the year under review, no loans given, investment made, guaranteesgiven by the Company Public Deposits: During the year, the Company has not accepted any deposits. Vigil Mechanism In accordance with the Section 177(9) of the Act read with clause 49 (10(F) of the listing agreement, the Company has formulated a Whistle Blower Policy for its directors and employees to report concerns about unethical behaviour, actual or suspected fraud. The policy provides for protected disclosures which can be made by a whistle blower through e-mail or a letter tothe Chairperson of the audit committee. Board Meetings During the year, the Company held Seven Board Meetings on April 17, 2014, April 28, 2014, May 30, 2014, August 8, 2014, November 7, 2014, February 13, 2015 and March 30, 2015 respectively. Significant and Material orders, if any During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company s operation in future. Listing of Shares: In terms of clause 31 of the listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid. for and on behalf of the Board of Directors Marathwada Refractories Limited 5d/- Scl/- H.S. Girish Gupta Ganapathy Venkatesh Managing Director Director DIN :01683190 DIN :07207056 Place : Bangalore Dated : August 13, 2015 |