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Madhav Marbles and Granites Ltd.

BSE: 515093 Sector: Others
NSE: MADHAV ISIN Code: INE925C01016
BSE LIVE 15:56 | 18 Aug 66.70 3.85
(6.13%)
OPEN

62.30

HIGH

67.05

LOW

62.30

NSE 15:31 | 18 Aug 66.55 3.65
(5.80%)
OPEN

62.10

HIGH

67.70

LOW

61.05

OPEN 62.30
PREVIOUS CLOSE 62.85
VOLUME 14130
52-Week high 79.80
52-Week low 43.65
P/E 11.68
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 66.70
Sell Qty 88.00
OPEN 62.30
CLOSE 62.85
VOLUME 14130
52-Week high 79.80
52-Week low 43.65
P/E 11.68
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 66.70
Sell Qty 88.00

Madhav Marbles and Granites Ltd. (MADHAV) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report togetherwith the statement of Audited

Financial Statements for the financial year ended March 31 2016.

Financial Results:

(Rupees in Million)

Year ended Year ended
Details
31.03.2016 31.03.2015
Total Revenues (including other income) 826.36 933.89
Profit before Finance Costs Depreciation and Tax 110.48 142.07
Finance Costs 4.84 0.09
Depreciation & Amortization 25.05 32.30
Profit before Exceptional Items and Tax 80.59 109.68
Exceptional Items
Profit before tax 80.59 109.68
Provision for taxation:
Current Tax 11.04 22.37
Deferred Tax (6.28) 8.77
Profit after tax 75.83 78.54
Surplus brought forward from previous year 258.37 545.98
Total 334.20 624.52
Proposed Dividend (15%) 8.95 13.42
Tax on proposed dividend 1.82 2.73
Transfer to general reserve 120.00 350.00
Surplus in Profit & Loss Account 203.43 258.37

Performance Review

We reported total revenue of Rs. 826.36 million during the year under review whichdepicts a decline of 11.51 % as compared to revenue of Rs. 933.89 million in previous year2014-15. Due to global recessionary there is fall in Turnover by 13.30% % in comparison toprevious year turnover.

There is marginal fall in profit to Rs. 75.83 million as against profit of Rs. 78.54million in previous year 2014-15.

Dividend

Company is consistently paying dividend since last fourteen years and this year alsothe Board of Directors are pleased to recommend a dividend of Re. 1.00 per share on8947000 Equity Shares of Rs.10 each for the year ended March 31 2016. The proposeddividend subject to approval of shareholders would result in appropriation of Rs. 10.77million including dividend tax of Rs.1.82 million.

The dividend would be payable to all Shareholders whose names appear in the Register ofMembers as on the Book Closure Date.

Directors Responsibility Statement

Pursuant to section 134 (3)(c) of the Companies Act 2013 the directors hereby stateand confirm: a) that in the preparation of the annual accounts for the financial yearended March 31 2016 applicable accounting standards have been followed and no materialdepartures have been made from the same; b) that they had selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the Profit of the Company for the year ended on thatdate; c) that they had taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 and for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) that they had prepared theannual accounts of the Company on a "going concern" basis; e) that they had laiddown proper internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and f) that theyhad devised proper systems to ensure compliance with the provisions of all applicable lawswere in lace and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure market developments performance and state ofaffairs of Company’s business during the financial year

2015-16.

Corporate Governance

In compliance with Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure

Requirements) Regulations 2015 a Report onCorporateGovernancealongwithComplianceCertificateissued by

Statutory Auditor’s of the Company forms an integral part of this Report.

Public Deposits

During the financial year 2015-16 your Company has not accepted any public depositsunder Chapter V of Companies Act 2013

Directors

Mr. Sudhir Doshi (DIN: 00862707) shall retire at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. The brief resume and otherdetails as required under the Listing Regulations are provided in the Notice of the 27thAnnual General Meeting of the Company.

The Independent Directors of your Company have given a declaration confirming that theymeet the criteria of independence as prescribed both under the Act and the ListingRegulations.

Auditors

Statutory Auditors

The Statutory Auditors M/s. Nyati and Associates Chartered Accountants (RegistrationNo. 002327C) hold office till the conclusion of the ensuing Annual General Meeting. TheCompany has received their written consent and a certificate that they satisfy thecriteria provided under Section 141 of the Companies Act 2013 and that the appointmentif made shall be in accordance with the applicable provisions of the Act and rules framedthereunder.

The Audit Committee and the Board of Directors recommends the re-appointment of M/s.Nyati and Associates Chartered Accountants as the Statutory Auditors of the Company forthe financial year 2016-17. The necessary resolution is being placed before theshareholders for approval.

The Report given by the auditors on financial statements of the Company is part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 Mr. RonakJhuthawat Practicing Company

Secretary (COP No. 12094) was appointed as the Secretarial Auditor to conductSecretarial audit for the financial year 2015-16 The Secretarial Audit Report is annexedherewith as "Annexure [IV]" to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

Extract of Annual Return

The extract of the Annual Return in Form No. MGT – 9 is annexed as "Annexure[III]" and forms an integral part of this report.

Particulars of Employees

The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Board’s Report for the year ended 31stMarch 2016 can be accessed in the manner as provided under Section 136 of the CompaniesAct 2013. If any Member is interested in obtaining these particulars may write to theCompany Secretary at the Registered Office of the Company in this regard. The saiddisclosure is also available for inspection by members at the Registered Office of theCompany 21 days before the 27th Annual General Meeting and up to the date of the ensuingGeneral Meeting during the business hours on working days.

Further the Company has no person in its employment drawing remuneration in excess oflimits as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 3 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Related Party Transactions

The Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm’s Length.

All related Party transactions that were entered during the year were in ordinarycourse of business and at arm’s

Related Party Transactions entered into with Promoters Directorslengthbasis.Therewere nomateriallysignificant Key Managerial Personnel or other personswhich may have a potential conflict with the interest of the Company.

Suitable disclosures as required under AS-18 has been made in Notes to the Accounts.

Corporate Social Responsibility

Pursuant to section 135 of the Companies Act 2013 an annual report on CSR activitiesfor the year ended March 31 2016 forms part of this Report as "[Annexure II]."to this Report.

Vigil Mechanism/Whistle Blower Policy

The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. Through this mechanism directors employees and persons associatedwith the Company may report unethical behavior malpractices wrongful conduct fraudviolation of Company’s code of conduct. The functioning of Vigil mechanism isreviewed by the Audit committee from time to time.

Details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the Company www.madhavmarbles.com.

Details of significant and Material Orders Passed by the Regulators or Courts or GoingConcern status of the Company

and material orders passed by the Regulators or Courts or Tribunals which would impactthe Therearenosignificant going concern status of the Company.

Acknowledgement

Your Directors express their sincere thanks to the Bankers Financial InstitutionsCustomers Government Departments and Suppliers for their continued co-operation. Thedirectors also place on record their deep appreciation for the valuable contribution ofemployees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continuedsupport and patronage during the year under review.

By order of the Board

For Madhav Marbles and Granites Ltd.

Ashok Doshi Sudhir Doshi
Udaipur May 28 2016 Managing Director Whole Time Director

ANNEXURE I to the Directors’ Report

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014 A. Conservation of Energy

The plant installed by the Company is of latest technology and is energy efficient.TheCompany is taking steps on continuous basis to examine and implement fresh proposals forconservation of energy and minimize its use by regularly monitoring consumption andimproved maintenance of the existing systems.

39% of Company’s power requirement is met by non-conventional source i.e.Windmill.

B. Technology Absorption Research and Development

1. Research and Development (R&D)

The Company undertakes from time to time studies for process improvement and plantdesign development to improve quality and performance of its products to substituteimported material and components and to economize the production costs.

2. Technology Absorption Adaptation and Innovation

The Company is continuously updating itself to standardize and install requiredmachinery for manufacturing and quality control. High quality standards helps inmaintaining a better image in the market therefore improving the marketability of theproducts. There is a comprehensive quality control to ensure that the Company’sproducts meet international standards.

C Foreign Exchange Earning & Outgo and Export Activities

1. Exports

Your company is continuously exploring possibilities of exporting new markets. Exportsduring the year ended March 31 2016 amounted to Rs. 761.80 million against Rs. 883.57million for the year ended March 31 2015 which is inclusive of third party exports.

2. Export Activities

Increasing the penetration through an optimal mix of pricing and promotions in theinternational market.

3. Foreign exchange earnings and outgo

Earning : Rs. 747.18 million (previous year Rs. 861.97 million) Outgo: Rs. 89.72million (previous year Rs. 76.97 million)

By order of the Board
For Madhav Marbles and Granites Ltd.
Ashok Doshi Sudhir Doshi
Udaipur May 28 2016 Managing Director Whole Time Director

ANNUAL REPORT ON CSR PURSUANT TO RULES 8 & 9 OF COMPANIES (CORPORATE SOCIALRESPONSIBILITY POLICY) RULES 2014

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or program.

The Corporate Social Responsibility Policy of the Company is available on the websiteof the Company www. madhavmarbles.com under the web link:http://www.madhavmarbles.com/wp-content/uploads/2016/01/Corporate-Social-Reponsibility-Policy.pdf.

2. The composition of CSR Committee

As at 31st March 2016 the Corporate Social Responsibility Committee comprises ofthree members of the Board

Name Category Designation
Mr. Prakash Kumar Verdia Independent Non-executive Chairman
Mr. Roshan Lal Nagar Independent Non-executive Member
Mr. Sudhir Doshi Executive Member

3. Average net profit of the Company for last 3 financial year

The Average Net Profit of three financial years preceding the reporting financial year(i.e. 2014-15 2013-14

2012-13) calculated in accordance with section 135 of the Companies Act 2013 is Rs.8.09 crores.

4. Prescribed CSR Expenditure (2% of the amount as in item 3 above)

The prescribed CSR Expenditure to be incurred during the financial year i.e. 2015-16 isRs.16.18 Lakhs 5. Details of CSR spent during the financial year (a) Total amt. to bespent for the financial year = Rs. 16.18 Lakhs (b) Amount unspent if any = Nil (c) Mannerin which the amount spent during the financial year is detailed below:

The company had deposited the entire amount of Rs. 16.18 Lakhs to Prime Ministers’Relief Fund.

6. In case the Company has failed to spend the 2% of the average net profit of the last3 FYs or any part thereof the Company shall provide the reason for not spending theamount in its Board Report: Not applicable

7. Responsibility Statement

The implementation and monitoring of CSR Policy is in compliance with CSR objectivesand Policy of the Company.

On behalf of CSR Committee
Sudhir Doshi Prakash Kumar Verdia
Udaipur May 28 2016 Whole Time Director Chairman