As on: Jun 02, 2023 09:38 PM
Dear Shareholders,
Your Directors present the 28th Annual Report and the audited financial statements for the financial year ended March 31st, 2021.
Financial Results
The financial performance of the Company for the year ended March 31st, 2021 is summarized below:
(Amount in Lakhs Rs.)
Financial Performance and Business Operation
During the financial year reviewed, your Company earned an income of 349.35 Lakhs/- against Rs. 122.21 Lakhs/- in the previous year. The Company incurred a profit after tax of Rs. 26.97 Lakhs/- for the year as compared to Rs. 21.06 Lakhs/- in the previous year.
Amount Transferred to Reserves
The Company has transferred sum of ` 5,39,400/- to special reserve account being 20% of net profit for the year in accordance with provisions of NBFC rules as notified by RBI.
Dividend
During the year reviewed, the Board of Directors has not recommended dividend on the equity shares of the Company.
Management Discussion and Analysis
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges, the Management Discussion and Analysis Report for the FY 2020-21 duly reviewed by Audit Committee and approved by Board and is presented in a separate section forming part of this Annual Report.
Business Responsibility Report
The Company has been exempt from reporting on Business Responsibility Report under SEBI (Listing Obligation and Disclosure requirements) Regulation, 2015.
Deposits
The Company is registered as Non-Banking finance company under the RBI Act, but the Company has not accepted any deposits from the public which comes within the purview of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Particulars of Loan, Guarantee and Investment under Section 186
Company has not given short term loan to others during the year.
The Company has not given any guarantee for loan taken by others during the year. The Company has not made any Investment within the purview of Section 186 of the Companies Act, 2013
Subsidiary and Associate Companies
During the year reviewed, the Company has no any Subsidiary and Associate Companies.
Directors
In accordance with the provisions of Section 196, 197, 203 and other applicable provision of the Companies Act, 2013 read with Schedule V Mr. Dhananjay Kakkat Nair (DIN: 02609192), be and is hereby re-appointed as Whole-time Director of the Company for the period of five years.
The above re-appointment forms part of the Notice of the 28th Annual General Meeting and the relevant Resolution is recommended for your approval.
Disqualification of Director
As per the declaration received from Directors, None of the Directors of the Company is disqualified u/s 164 of Companies Act, 2013 to act as a Director of the Company.
Key Managerial Personnel
During the Financial Year 2020-21, Ms. Ina Kothari resigned from the post of Company Secretary & Compliance officer w.e.f. 27th January, 2021, the resignation letter was placed and taken on record by the board of directors in its meeting held on 29-01-2021
Pursuant to section 203, of companies act, 2013 Ms. Juhi Madanbhai Roy has been appointed as a Company Secretary & Compliance officer of the company w.e.f 29th January, 2021, the resolution was placed and approved by the board.
Disclosure Relating to Employees
The Company has no employee drawing remuneration in excess of the limits specified in Rule 5 of the Companies (Appointments & Remuneration of Managerial Personnel) Rules, 2014.
Declaration of Independence
All Independent Directors have given necessary declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.
Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees:
Pursuant to provisions of section 178(3) of the Companies Act, 2013 and other applicable provisions, if any. Company has constituted Nomination and Remuneration committee which determines criteria for the qualifications, positive attributes and independence of the Director, Key Managerial Personnel and other employees.
The board has, on the recommendation of the Nomination and Remuneration Committee framed a Policy on remuneration of Directors, Key Managerial Personnel and other Employees.
The detail policy has been attached as Annexure-A and forms part of this report.
The remuneration policy is framed in accordance with Listing regulations and provisions of Companies Act, 2013.The policy is available on the website of the company i.e. www.margtechno.com
The composition of Nomination and Remuneration committee has been attached as Annexure-C and forms part of this report.
Disclosure under Section 92(3) of the Companies Act, 2013:
An extract of Annual Return in prescribed format has been placed on website of the Company and may be accessed through the website www.margtechno.com
Familiarisation Programme for Independent Directors
Pursuant to Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation, 2015 the company shall familiarize the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc, through various programs.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act with respect to Directors' Responsibility Statement, it is hereby confirmed that:
I. In the preparation of the annual financial statements for the financial year ended March 31, 2021, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the loss of the Company for the year ended on that date;
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors had prepared the annual financial statements for the financial year ended March 31, 2021, on a ‘going concern' basis;
V. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and
VI. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Contracts and Arrangements with Related Parties
In compliance of Listing Regulations, the Company has framed the policy for transactions with Related Parties.
Apart from the Related Party Transactions in the ordinary course of business and at arm's length basis, details of which are given in the notes to the financial statements, there were no other related party transactions requiring disclosure in the Director's Report for compliance with section 134(3)(h) of the Companies Act, 2013. Therefore a nil Report is attached as Annexure-H in the format prescribed i.e. Form AOC-2.
During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transaction.
Material Changes and Commitments if any, affecting the financial position of the Company
In terms of the information required under Sub-section (3)(l) of Section 134 it is to be noted that there are no material Changes and commitments except as stated above affecting the financial position of the company have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report.
Meetings of the Board
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Ten Board Meetings were held as follows:-
*Note: Meeting scheduled on dated 30-06-2020 and 12-11-2020 was adjourned on 07-07-2020 and 13-11-2020 respectively.
Audit Committee
In terms of section 177(2) read with section 134(3) of the Companies Act, 2013 the Company constituted audit committee. The composition of Audit Committee has been attached as Annexure-E and forms part of this report.
The Board has accepted and taken steps to implement all recommendation of Audit Committee.
Auditors and Auditor's Report
At the Annual General Meeting of the Company held on September 30, 2019 the Members of the Company had appointed M/s. Haribhakti & Co., Chartered Accountants, Vadodara as Auditors to hold office till the conclusion of Annual General Meeting of the Company to be held in the year 2024 subject to rectification of the appointment at every AGM at a remuneration(including term of payment) to be fixed by the board of Direction of the company, as may be applicable & reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the company.
Auditors' Remark:
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.
Secretarial Auditor
The board in its meeting held on 13th November, 2020 had appointed Mr. Jitendra R. Bhagat Proprietor of BHAGAT ASSOCIATES, Practicing Company Secretary, to conduct secretarial Audit for the financial year 2019-20 and onwards.
The Secretarial Audit report for the financial Year ended March 31, 2020 is annexed herewith marked as Annexure-D to this report. The qualification reservation or adverse remarks in secretarial Audit Report are self- explanatory.
Internal Auditors
Ms. Swati Agarwal, Chartered Accountants, FRN: 141499 has resigned as Internal Auditor of the Company w.e.f. 07/09/2019. Pursuant to provisions of Companies Act, 2013, M/s Nanavati Dalal and Co., Chartered Accountants, were appointed as internal Auditor of company at the Board meeting held on 07th September, 2019.
Cost Auditors
Provisions for appointment of Cost Auditor are not applicable to your company.
Companies (Auditor's Report) Order, 2016
In terms of section 143(11) of the companies Act, 2013 CARO has been attached as part of Auditor's Report.
Disclosure regarding issue of Equity Shares with differential Rights:
The Company has not issued Equity Shares with differential rights.
Disclosure regarding issue of Sweat Equity Shares:
The Company has not issued Sweat Equity Shares during the Financial Year 2020-21.
Redemption of Shares/Debentures
The Company has not redeemed any shares during the Financial Year 2020-21.
Disclosure regarding issue of Employee Stock Options:
The Company has not issued Employee Stock Options.
Investor Education Protection Fund
As on 31/03/2021, there is no amount outstanding which is required to be transferred to IEPF.
Internal Financial Controls:
Your directors are of the opinion that looking to the size and nature of business of the Company there is adequate internal financial control system and the said system is operating effectively.
Annual Return
The Annual Return has been placed on the website of the company i.e. www.margtechno.com (web-link)
Conservation of energy, technology absorption and foreign exchange earnings and outgo
Information with respect to Conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.
There was no foreign exchange inflow or outflow during the year.
Risk Management Policy
The company has been exempt under regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 from reporting of risk management. In the opinion of your Board there is no potential risk except the change in government policy, increase in business competition and economic recessionary likely to threaten the existence of your company. The board is fully aware of Risk factor and is taking preventive measures wherever required.
Corporate Governance
The Company has been exempt from reporting on corporate governance under SEBI (LODR), 2015. Therefore Report is not attached.
Vigil Mechanism/ Whistle Blower Policy
The policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at www.margtechno.com
Compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year reviewed no such complaints were received.
Corporate Social Responsibility:
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.
Annual Evaluation of Performance of Board, directors and committees:
Though the Company has been exempt from annual evaluation of its own performance and performance of directors and Committees thereof under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 but in terms of Rule 8(4) of the Companies (Accounts) Rules, 2014 Company has laid down specific criteria for evaluation of Annual Performance and has developed qualitative and quantitative bench marks to ensure effective implementation of the same.
The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of Listing Obligations and Disclosure Requirements, Regulations, 2015. The following criteria may assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:
• Leadership & stewardship abilities
• Contributing to clearly define corporate objectives & plans
• Communication of expectations & concerns clearly with subordinates
• Obtain adequate, relevant & timely information from external sources.
• Review & approval achievement of strategic and operational plans, objectives, budgets
• Regular monitoring of corporate results against projections
• Identify, monitor & mitigate significant corporate risks
• assess policies, structures & procedures
• Direct, monitor & evaluate KMPs, senior officials
• review management's succession plan
• Effective meetings
• assuring appropriate board size, composition, independence, structure
• Clearly defining roles & monitoring activities of committees
• Review of corporation's ethical conduct
Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/Non-Independent Directors in a separate meeting of the Independent Directors.
The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.
Order, if any, passed by the Regulators or Courts or Tribunals:
No orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.
Changes in share Capital, if any
During the financial year 2020-21, there being no changes in paid up share capital of the Company.
Change in Nature of Business. If any:
During the year under review, the Company has engaged in the business of NBFC which was the principle business of the Company and there is no change.
Particulars of committee:
Particulars of Audit Committee, nomination & Remuneration Committee, Stakeholders Relationship Committee and vigil Mechanism Policy are attached as Annexure-E, Annexure- C, Annexure-F and Annexure-G respectively, forming part of the report.
Acknowledgements
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year reviewed. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.
For and on behalf of the Board of Directors