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Madhuban Constructions Ltd.

BSE: 780009 Sector: Infrastructure
NSE: N.A. ISIN Code: INE145Q01011
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Madhuban Constructions Ltd. (MADHUBANCONSTR) - Director Report

Company director report

TO THE MEMBERS

To

The Members

Esteem Bio Organic Food Processing Limited

Your Directors have great pleasure in presenting the Annual Report together with theAudited Accounts of the Company for the year ended at 31st March 2016.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2015-16 and 2014 -15 is givenbelow:

(Rupees in Lacs)

For Financial Year Ended
31st March 2016 31st March 2015
Total Income 192.56 185.25
Total Expenditure 185.30 179.07
Profit before Tax 7.26 6.18
Less: Tax Expense 2.37 1.79
Profit / (Loss) After Tax 4.89 4.39

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs. 192.56(Lacs) against Rs. 185.25 (lacs) in the previous year. Profit after taxation for thefinancial year ended on 31st March 2016 Increased to Rs.(4.89 lacs) against Rs.4.39(lacs) in the previous year.

RESERVES & SURPLUS

The Reserve and Surplus is Rs. 1304666.42 as on the end of the Current year and theProfit of the Current year Rs. 4.89 Lacs has been transferred to Reserve and Surplus.

DIVIDEND

To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.The main objective of this policy is to ensure sustainable business growth with stabilityand to promote a pro-active approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues. In today's challenging and competitive environmentstrategies for mitigating inherent risks in accomplishing the growth plans of the Companyare imperative. The common risks inter alia are: Regulations competition Business riskTechnology obsolescence Investments retention of talent and expansion of facilities.Business risk inter-alia further includes financial risk political risk fidelity risklegal risk. As a matter of policy these risks are assessed and steps as appropriate aretaken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company upto the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2015-16 (Rs. In Lakhs) % increase in Remuneration in FY 2015-16**
1. Mr. Krishan Kumar Bharti Whole Time Director Nil N.A.

The number of permanent employees as on 31st March 2016 was 2.

Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2015-16 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report. The key parameter for the variable component of key Managerialpersonnel(s) is linked with Company performance and Individual performance. Theremuneration of Directors KMPs and other employees is in accordance with the RemunerationPolicy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF

DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2015 NOT APPLICABLE

RE-APPOINTMENT OF DIRECTORS

In accordance with Section 152 of the Companies Act 2013 [corresponding section 255& 256 of Companies Act 1956] read with the Articles of Association of the Company Ms.Geeta Bharti Non-Executive Director of the Company retire by rotation and are beingeligible offer herself for re-appointment at the ensuing Annual General Meeting.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2016 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2015 -16 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices. Periodic presentations are made to the Board and Board Committee meeting onBusiness and performance updates of the Company Business strategy and risks involved.Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

During the year under review the Members in its meeting held on 21stSeptember 2015 appointed M/s. Gaurav Varshney & Co. Chartered Accountants asthe statutory auditor of the Company for the Financial year 2014-15 M/s. Gaurav Varshney& Co. Chartered Accountants have expressed their willingness to continue for a termof 5 consecutive years from the conclusion of the ensuing Annual General Meeting tillconclusion of 12th AGM subject to ratification by shareholders at every Annual GeneralMeeting. The Company has received a letter from them to the effect that their appointmentif made would be within the limits as prescribed under Sec 141 of the Companies Act2013. Therefore the directors recommend their appointment in the ensuing Annual GeneralMeeting.

AUDITOR'S REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134(3)of the Companies Act 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the f financial year ended 31st March 2016 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES: a) Changes in Directors and Key Managerial Personnel

During the year 2015-16 There is no Changes in the Composition of Board of Directors.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement. c) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Six Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 30.05.2015 4 4
2. 24.08.2015 4 4
3. 13.11.2015 4 4
4. 09.12.2015 4 4
5. 14.02.2016 4 4
6. 23.03.2016 4 4

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2015-16

There is no Extraordinary General Meeting Convened during the Financial Year 2015-16.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities And Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act2013as follows:

• Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommending to the Board the appointment re-appointment and if requiredthere placement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.

• Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:

(i) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of clause (2AA) of Section 217 of the CompaniesAct 1956;

(ii) Any changes in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on exercise of judgment bymanagement;

(iv) Significant adjustments made in the financial statements arising out of auditfindings;

(v) Compliance with listing and other legal requirements relating to financialstatements;

(vi) Disclosure to any related party transactions;

(vii) Qualifications in the draft audit report.

• Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval.

• Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;

• Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow upthereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matters to the Board;

• Discussion with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member Designation Category
Mr. Subhash Chander Chairman Non Executive Independent Director
Mr. Dharmendra Member Non Executive Independent Director
Ms. Geeta Bharti Member Non Executive Non Independent Director

During the financial year 2015-16 Four (4) meeting of Audit Committee was held i.e.30.05.2015 24.08.2015 13.11.2015 and 14.02.2016.

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Mr.Dharmendra is the Chairman of the committee.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member Designation Category
Mr. Dharmendra Chairman Non Executive Independent Director
Mr. Subhash Chander Member Non Executive Independent Director
Mr. Krishna Kant Bharti Member Executive Non Independent Director

During the financial year 2015-16 Three (3) meeting of Stakeholder RelationshipCommittee was held i.e. 30.05.201524.08.2015 and 13.11.2015.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

The redressal of investors complaints viz. non-receipt of annual report dividendpayments etc.

Matters related to share transfer issue of duplicate share certificatedematerializations.

Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member Designation Category
Mr. Dharmendra Chairman Independent Director
Mr. Subhash Chander Member Independent Director
Ms. Geeta Bharti Member Non-Independent Non Executive Director

During the financial year 2015-16 One meeting of Nomination & Remuneration AndCompensation Committee was held on 30.05.2015.

TERMS OF REFERENCE

The terms of reference of Committee includes the following:

The committee recommends to the board the compensation terms of the executivedirectors.

The committee to carry out evolution of every director's performance and recommend tothe board his/her appointment and removal based on the performance.

The committee to identify persons who may be appointed in senior management/Director inaccordance with the criteria laid down.

Framing and implementing on behalf of the Board and on behalf of the shareholders acredible and transparent policy on remuneration of executive directors including ESOPPension Rights and any compensation payment. Considering approving and recommending to theBoard the changes in designation and increase in salary of the executive directors.

Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

Bringing about objectivity in deeming the remuneration package while striking a balancebetween the interest of the Company and the shareholders."

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Urvashi Aggarwal Proprietor of Urvashi Aggarwal & CoCompany Secretaries to undertake the Secretarial audit of the Company. The SecretarialAuditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed asAnnexure.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered by all the workers and staff at all levels.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that (a) In thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; (b) the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; (c) The directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; and (e) The directors in the case of a listed company hadlaid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. (f) The directorshad devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of board of
Madhuban Constructions Limited
Dated: 11/08/2015
Place: New Delhi
Sd/- Sd/-
Krishna Kant Bharti Geeta Bharti
Whole Time Director Director
DIN No: 03466142 DIN No.: 06797301