DIRECTORS' REPORT TO THE MEMBERS, Your Directors have pleasure in presenting herewith the Directors' Report, along with the Audited Statement of Accounts for the year ended 31st March, 2015. SHARE CAPITAL The paid up Equity Share Capital as on 31st March, 2015 was Rs. 8,82,02,750/-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. OPERATION AND REVIEW AND STATES OF COMPANIES AFFAIRS: The Company continues to sustain with its overall performance in the financial year 2014-15 driven by the average performance in existing and new business. The total income of the company stands with marginal decreased to Rs. 14591.44 lacs from Rs. 14992.18 lacs in the previous year, at a rate of 2.67 %.The Profit before Tax amounted to Rs.435.77 lacs as against Rs. 330.69 lacs in the previous year. The net profit after tax was Rs.291.22 lacs as against Rs. 229.26 lacs in the previous year. DIVIDEND: Board of Directors has not recommended any dividend for the Financial Year 2014-15. FIXED DEPOSITS: The company has not invited / accepted any deposits from public within the meaning of provisions of section 73 and 76 of the Companies Act, 2013 and the rules framed there under and the directives issued by the Reserve Bank of India. INTERNAL CONTROLS SYSTEMS AND ADEQUACY Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: The information required under section 134 (3)(m) of the Companies Act, 2013 read with the companies (Disclosures of Particulars in the report of the board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - I and form part of this Report. DIRECTORS: Resignation from Director Shri Nikhil K. Parikh, (DIN: 00500216) an independent director submitted his resignation to the Board on March 10, 2015 due to some pre-occupancy. The same was accepted by the Board in its meeting held on March 30, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri Nikhil K. Parikh towards the growth and development of the company during his tenure as an Independent Director. Confirmation of Appointment Pursuant to provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, and in compliance of amended Clause 49 of the Listing Agreement Smt. Bhavana Parikh (DIN: 07136900) is appointed as Additional Director - Woman Director, Category - Independent, on March 30, 2015 in place of Shri Nikhil Parikh who was resigned from the Board during the year and she shall hold office only up to the date of Annual General Meeting and being eligible offer herself re-appointed as Director. In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Jeetmal B. Parekh, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Governance Guidelines: The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors' term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Directors' remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees. Procedure for Nomination and Appointment of Directors: The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. Criteria for Determining Qualifications, Positive Attributes and Independence of a Director: The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement. Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Act and Clause 49 of the Listing Agreement. Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board. Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code for Independent Directors' as outlined in Schedule IV to the Act. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. All Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134 (3) of the Companies Act, 2013, Your Directors state that: a. in the preparation of the annual accounts for the year ended on March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same; 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 ended on 31.03.2015 and of the profit of the Company for the year ended on 31.03.2015; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared annual accounts 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; and 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. MEETINGS OF THE BOARD Seven meetings of the Board of Directors were held during the year. Further details included in the Corporate Governance Report. AUDITORS: M/s. Bhanwar Jain & Co., Chartered Accountants, Ahmedabad, who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the Financial Year 2015-16.As required under the provision of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Bhanwar Jain & Co that their appointment if made would be in conformity with the limits specified in the Section. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company is required to be audited. The Cost Audit report for the Financial Year 2013-14 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2014.The same was filed on 27th September, 2014. The Board has appointed Shri Bunty Hudda, Practicing Company Secretary, (M. No.A31507 and CP No. 11560) to conduct Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. AUDIT OBSERVATIONS The Management has taken reasonable steps for the maintenance of Fix Asset Register, providing of bad debts, verification of stock account balance, etc. KEY MANAGERIAL PERSONNEL Pursuant to section 203 of the Companies Act, 2013, your company had appointed its Key Managerial Personnel viz., Shri Rahul J. Parekh, Managing Director, Shri Anand J. Parekh, Jt. Managing Director, Shri Rajendra R. Mehta, Chief Financial Officer and Shri Japan Shah as the Company Secretary. Amongst which Shri Japan Shah was resigned from the post of Company secretary and Key Managerial Personnel w.e.f. 8th October, 2014 and Shri Shailesh Koshti was appointed from 12th November, 2014 as Company Secretary and Key Managerial Personnel. VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreement Your Company has established a Vigil Mechanism of the Company which also incorporates Whistle Blower Policy for its Directors and employees to safeguard against victimization of persons who use Vigil mechanism and to report genuine concerns. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.mrtglobal.com/images/investor relation/ policy/VigilMechansmWhistelBlower.pdf. The Audit Committee of your Company shall oversee the Vigil mechanism. INSURANCE: All the assets of the company including the inventories, building, plant and machineries are adequately insured. COMPULSORY TRADING IN DEMAT: Trading of the equity shares of your Company are being traded compulsorily in Demat from March 23, 2001 pursuant to circular of SEBI. EMPLOYEES: The information required under sub section (12) of section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) rule 2014, the details showing the name and other particulars of employees drawing remuneration in excess of limits set out in the said rule are as under. (a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs.60,00,000/- per annum in terms of Rule 5 (2) (i) is None. (b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs.5,00,000/- per month in terms of section Rule 5 (2) (ii) is None. (c) None of the employees is covered under Rule 5 (2) (iii). The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request which is available for inspection by the Members at the Administrative Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information thereof, such Member may write to the Company Secretary in advance in this regard. LISTING: The Securities of your company are listed with the Bombay Stock Exchange Limited, and pursuant to Clause 38 of the Listing Agreement, the Annual Listing fees for the year 2015-16 have been paid to them well before the due date. The bill for annual custodian fees to NSDL & CDSL will be paid as and when it will be received by the Company for the Securities of the Company held in dematerialized mode with them for year 2015-16. MANAGEMENT DISCUSSION AND ANALYSIS: The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors' Report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Company's shares are listed over the year and it is a continuous and ongoing process. A Report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is enclosed to this report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company has not crossed the threshold limit to implement CSR, hence not applicable to the Company during the year under report. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company in MGT-9 is annexed herewith as Annexure - III and form part of this Report. SUBSIDIARY COMPANIES Your Company does not have any subsidiary company during the year; hence consolidation of financial data of the subsidiary company is also not applicable to the Company for the financial year 2014-15. DEVELOPMENT AND INPLIMENTATION OF RISK MANAGEMENT POLICY The Company has formulated a Risk Assessment & Management Policy. The details of the Risk Management are covered in the Corporate Governance Report. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Details of loans, investments, guarantees and securities covered under provisions of section 186 of the Companies Act, 2013 are provided in the standalone financial statement. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material or potential conflict with the interest of the Company in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party Transactions as approved by the Board may be accessed on the Company's website at the link: http://www.mrtglobal.com/images/investor relation/policy/RelatedPartyTransactionPolicy.pdf Your Directors draw attention of the members to the financial statement which sets out related party disclosures. Details of contracts with related parties are annexed herewith as Annexure - IV and form part of this Report. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. 4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. APPRECIATION: Your Directors express their gratitude for the continued support and guidance received by the Company from the customers, vendors, investors, bankers and employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We look forward for their continued support in the future. For and on behalf of the Board Mahalaxmi Rubtech Limited Jeetmal B. Parekh (Chairman) Place: Ahmedabad Date: May 30, 2015 |