Madhuban Constructions Ltd.
|BSE: 780009||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE145Q01011|
|BSE 05:30 | 01 Jan||Madhuban Constructions Ltd|
|NSE 05:30 | 01 Jan||Madhuban Constructions Ltd|
|BSE: 780009||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE145Q01011|
|BSE 05:30 | 01 Jan||Madhuban Constructions Ltd|
|NSE 05:30 | 01 Jan||Madhuban Constructions Ltd|
TO THE MEMBERS
Madhuban Constructions 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 2017.
The summarized performance of the Company for the years 2016-17 and 2015 -16 is givenbelow:
During the year under review Your Company has recorded a total income of Rs.20309504/- against Rs. 19256713/- in the previous year. Profit after taxation for thefinancial year ended on 31st March 2017 is Rs. 303311/- as compared to Rs. 488789/- inthe previous year.
RESERVES & SURPLUS
The Reserve and Surplus is Rs. 1607978/- as on the end of the Current financial yearand the Profit of the Current year Rs. 303311/- has been transferred to Reserve andSurplus.
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.
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 withstability and to promote a pro- active approach in reporting evaluating and resolvingrisks associated 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 environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken 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 information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer 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
The number of permanent employees as on 31st March 2017 was 2.
Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2016-17 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 Managerial personnel(s) is linkedwith Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy 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 FINANCIALYEAR ENDED MARCH 31 2017 -NOT APPLICABLE
RE-APPOINTMENT OF DIRECTORS
In accordance with Section 152 of the Companies Act 2013 read with the Articles ofAssociation of the Company Ms. Geeta Bharti Non-Executive and Non IndependentDirector of the Company retire by rotation and are being eligible offer herself forre-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 2017 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.
CHANGE THE REGISTERED OFFICE OF THE COMPANY
During the year under review the company has not changed its registered office.
But the Company has changed its registered office from 210 Karkardooma Main VikasMarg Extension New Delhi-110092 to Office No. 1 Flat No. 313 Pocket D Mayur ViharPhase II Delhi - 110091 w.e.f 01st July 2017
During the year under review one Postal Ballot has been conducted to obtain theapproval of Shareholder for Voluntary exit of Securities (Equity Shares) of the Companyfrom ITP of BSE Limited.
Resolution has been passed by the Shareholders with requisite majority and Results ofpostal ballot declared by the Company on 12.04.2017 and same has been intimated to StockExchange.
The Company at its various meetings held during the Financial year 2016 -17 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 on Businessand 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.
The appointment of M/s. Gaurav Varshney & Co. as the statutory Auditors is to beplaced for ratification at the Annual General Meeting. Accordingly the appointment ofChartered Accountants as Statutory Auditors of the Company is placed for ratification bythe Shareholders.
The Company has received a letter from them to the effect that their appointment ifmade would be within the limits as prescribed under Sec 141 of the Companies Act 2013.Therefore the directors recommend their appointment in the ensuing Annual GeneralMeeting.
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.
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 2017 made under theprovisions of Section 92 (3) of the Companies Act 2013 in Form MGT -9 is annexed herewithas Annexure-I.
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 no foreign exchange earning & outgo during the financial year underreview.
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 2016-17 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 4 (Four) Board Meetings were convened and held. The details of whichare given below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2016-17
There is no Extraordinary General Meeting Convened during the Financial Year 2016-17.
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 Act 2013as 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
During the financial year 2016-17 Four (4) meeting of Audit Committee was held i.e.30.05.2016 11.08.2016 14.11.2016 and 23.02.2017.
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
During the financial year 2016-17 4 (Four) meeting of Stakeholder RelationshipCommittee was held i.e. 30.05.2016 11.08.2016 14.11.2016 and 23.02.2017.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of our Board look into:
The redressed of investors complaints viz. non-receipt of annual reportdividend payments 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:
During the financial year 2016-17 4 (Four) meeting of Nomination and RemunerationCommittee was held i.e. 30.05.2016 11.08.2016 14.11.2016 and 23.02.2017.
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 andrecommend to the board his/her appointment and removal based on the performance.
The committee to identify persons who may be appointed in seniormanagement/Director in accordance with the criteria laid down.
Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.
Considering approving and recommending to the Board the changes in designationand 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 abalance between 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 & Co Company Secretaries to undertake theSecretarial audit of the Company. The Secretarial Auditor Report provided By theSecretarial Auditor in Form No. MR-3 has been enclosed as Annexure - II.
Explanation to the observations as notice in the Secretarial Audit Report: The Companyis searching the best person for the post of Company Secretary and Chief FinancialOfficer. The Company will strive to complete the e - filing with Registrar of CompaniesNCT of Delhi & Haryana within due time in future. The Website of the company has beenupdated.
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.
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) ofSection 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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.