The Directors have pleasure in submitting the Annual Report together with the Statementof Accounts of your Company for the year ended 31st March 2016.
The summary of your Company's financial performance is given below:
| ||Year ended March 31 2016 ||Year ended March 31 2015 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Profit before Depreciation and Taxes ||63.27 ||40.01 |
|Deducting there from Depreciation of ||26.27 ||22.39 |
|Profit before tax ||37.00 ||17.62 |
|Deducting there from taxes of: || || |
|- Current year ||0.75 ||- |
|- Deferred Tax ||10.17 ||- |
|Profit after tax ||26.08 ||17.62 |
|Add: Balance brought forward from previous year ||-674.35 ||-691.97 |
|Amount available for Appropriations ||-648.27 ||-674.35 |
|The proposed appropriations are : || || |
|1. Proposed Dividend ||- ||- |
|2. Tax on Proposed Dividend ||- ||- |
|3. General Reserve ||- ||- |
|4. Balance Carried forward ||-648.27 ||- 674.35 |
|Total ||-648.27 ||-674.35 |
Transfer to Reserves
Due to Carry forward loss of previous years the Company has not transferred any amountto General Reserve in the current year.
Highlights / Performance of the Company
The company discontinued the operation of horticulture production during the year.Total income of the company was Rs. 92.87 lacs during the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
a) Industry Structure and Developments
Due to extreme weather conditions and poor quantity of water supply at our sitecarrying out horticulture operations have become unviable and hence the said activity hasbeen discontinued. Presently the Company has existing infrastructure facility and alsoland available for undertaking any kind of activities in future.
b) Opportunities and Threats
The Management is considering undertaking of viable business activities in the existinginfrastructure facility and land available with the Company. There is no specific threatidentified which may affect the existence of the Company.
The Future outlook of the Company depends upon the business activities to be undertakenby the Company. The Company is looking for various options for undertaking suitablebusiness activities commensurate with its existing facilities and infrastructure.
d) Risks and Concerns
At present the Company is exposed to the common risks such as any uncertainties /drastic changes in government policiesdelay in economic reforms emergence ofinflationary conditions any unexpected changes in regulatory framework etc.
e) Internal Control Systems and their adequacy
The company has computerized its accounting system since many years. Adequate Internalcontrol system exists in the Company and the internal control system of the company iscommensurate with the size and complexity of the company's business. The operations aresubject to periodic internal audit by independent Auditors.
f) Financial performance with respect to operational performance is discussed inthe main part of the Report.
g) Material Developments in Human Resources Industrial Relations Environment Health& Safety
The company values and nurtures its human resources and company would continue to adoptand implement the best HRD practices in future. Manpower strength of the company as onMarch 312016 stands at 7.
Conservation of energy technology absorption and foreign exchange earnings and outgo
The information required under Section 134 (3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as a separateAnnexure-I.
Particulars of contracts or arrangements with related parties
All transactions entered into with Related parties as defined under the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of business and on an arm's length basisand do not attract the provisions of Section-188 of the Act.
There were no materially significant related party transactions made by the Companywith Directors Key Managerial Personnel or other designated Persons which may have aPotential Conflict with the interest of the Company at large. All related partytransactions were placed before the Audit Committee and also the Board for approval. ThePolicy on related Party transactions as approved by the Board is uploaded on the Company'swebsite i.e. www.madhusudan-india.com .
The particulars of contracts or arrangement with related Parties as per Section 188(1)of the Companies Act 2013 including arm's length transactions as per Form No. AOC-2 areenclosed as separate Annexure-II.
Director's Responsibility Statement
In compliance of Section 134(5) ofthe Companies Act 2013 the Directors of yourCompany confirm:
- that in the preparation of annual accounts the applicable accounting standards havebeen followed and there are no material departures;
- that such accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on March 312016 and of the Profit ofthe Companyfor the year ended on that date;
- that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;
- that the annual accounts have been prepared on a going concern basis;
- that internal financial controls have been laid down to be followed by the companyand that such internal financial controls are adequate and were operating effectively;
- that proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Managerial Remuneration and Employees
Details required pursuant to Rule 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are enclosed as a separate Annexure-III.
The Company has no employee as specified under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 hence there is no informationrequired to be provided in this regards.
Company has not offered its shares to its employees under ESOS during the year underreview.
Company has not sanctioned loan to any of its employees for purchase of company'sshares under any scheme
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015report on Corporate Governance has been included in this Annual Report as a separateAnnexure-V.
As per the circular ref. no. CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 and as per Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to comply with the provisionsof Clause 49 of Listing Agreement and Regulations 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of Regulation 46 and para C D and E of Schedule V respectively butthe Company has complied with the same voluntarily.
Number of Meetings of the Board
The Board of Directors during the financial year 2015-16 duly met 4 times on27.05.2015 07.08.2015 05.11.2015 and 05.02.2016 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
Extract of Annual Return
The details forming part of the extract of the annual return in Form No. MGT-9 isannexed herewith as a separate Annexure- IV.
Particulars of Loans guarantees or investments u/s 186
The loans if any made by the Company are within the limits prescribed u/s 186 of theCompanies Act 2013 and no guarantee or security is provided by the Company.
Details of Investments covered u/s 186 of the Companies Act 2013 are given in thenotes to the Financial Statements.
Risk Management Policy
The Board has approved and implemented risk management Policy of the Company includingidentification and element of risks.
The Risk Management is overseen by the Audit Committee / Board of Directors of theCompany on a continuous basis. The Committee oversees Company's process and policies fordetermining risk tolerance and review management's measurement and comparison of overallrisk tolerance to established levels. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuous basis.For details please refer to the Management Discussion and Analysis.
The Company has constituted Audit Committee. For details please refer CorporateGovernance Report attached as a separate Annexure -V.
Internal Control System and its Adequacy
The Company has internal control system commensurate with the size scale andcomplexity of its business operations. The scope and functions of Internal Auditor aredefined and reviewed by the Audit committee. The Internal Auditor reports to the Chairmanof the Audit Committee. The Internal Auditor assesses opportunities for improvement ofbusiness processes systems and controls to provide recommendations which can add valueto the organization.
Due to carry forward loss of previous years the Board of directors has not recommendedany dividend. During the year the company was not required to transfer unclaimed dividendto the Investor Education and Protection Fund.
The paid up Equity Share Capital as on 31st March 2016 was Rs. 268.75 lacs.During the year under review the Company has not issued any equity shares. As on 31stMarch 2016 the Share Capital was Rs. 268.75 lacs.
No shares with differential voting rights stock or sweat equity shares were issued bythe Company during the year under review.
The Company has contributed Rs. 13.54 lacs to the exchequer by way of Service TaxIncome tax and other fiscal levies.
The Company has not accepted fixed deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. There have been no defaults in repayment of deposits or payment of interest thereonduring the year.
The Company has no unclaimed/unpaid fixed deposits as at end of the year.
Members at the Annual General Meeting held on 26-09-2014 have appointed Shri Rajesh B.Shah Shri Prem Chand Surana and Smt. Rutva Acharya as Independent Directors of theCompany to hold office for five consecutive years for a term up to 31st March2019 (they will not retire by rotation).
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of The Companies Act 2013. The companykeeps informed independent directors about changes in the Companies Act 2013 from time totime and their role duties and responsibilities.
Shri Sanwarmal Agarwal director is due to retire at the end of the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. Brief resume of ShriSanwarmal Agarwal director as required as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in the notice convening the Annual GeneralMeeting of the Company.
Pursuant to the provisions of the Companies Act 2013 and Rules made thereunderSchedule-IV of the Act and SEBI (LODR) Regulations 2015 the Board has carried theevaluation of its own performance individual Directors its Committees on the basis ofattendance contribution and various criteria as recommended by the Nomination andRemuneration Committee of the Company.
The performance of each of the non-independent directors was also evaluated by theIndependent Directors at the separate meeting held of Independent Directors of theCompany.
Policy on Directors appointment and remuneration
Criteria determining the qualifications positive attributes and independence ofDirectors
Qualifications of Independent Director
An Independent director shall possess appropriate skills qualifications experienceand knowledge in one or more fields of finance law management marketingadministration corporate governance operations or other disciplines related to theCompany's business.
Positive attributes of Independent Directors
An independent director shall be a person of integrity who possesses knowledgequalifications experience expertise in any area integrity level of independence fromthe Board and the Company etc. Independent Directors are appointed on the basis ofrequirement of the Company qualifications & experience association with the Companyetc. He should also devote sufficient time to his professional obligations for informedand balanced decision making; and assist the company in implementing the best corporategovernance practices.
Independence of Independent Directors
An Independent director should meet the requirements of Section 149(6) of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015.
Other Directors and Senior Management
The Nomination and Remuneration Committee shall identify and ascertain thequalifications expertise and experience of the person for appointment as Director or atSenior Management level and recommend to the Board his / her appointment.
The Company shall not appoint or continue the employment of any person as Whole-timeDirector or Senior Management Personnel if the evaluation of his performance is notsatisfactory.
Other Details are disclosed in the Corporate Governance Report under the headNomination and Remuneration Committee and details of Remuneration (Managing Director /Whole Time Director and Non- Executive Directors).
Remuneration / commission from Holding or Subsidiary Company
The Company has no Holding Company or Subsidiary Company.
It is separately disclosed in the Corporate Governance Report attached as a separateAnnexure-V to this Report.
Auditorsand their Observations
H.V. Vasa & Co. Statutory Auditors of the company retire at the end of forthcomingAnnual General Meeting and being eligible offer themselves for re-appointment. The Boardrecommends their re-appointment at the ensuing Annual General Meeting.
The Auditors' Report and Secretarial Audit Report to the members for the year underreview does not contain any qualification reservation or adverse remarks or disclaimer.
The Statutory Auditors have not reported any fraud during the year under review.
Pursuant to provisions of Section 204 of Companies Act 2013 and rules made thereunder the Company has appointed Parikh Dave and Associates Practicing CompanySecretaries to undertake the Secretarial audit of the Company for the year 2016-17.
The Secretarial Audit Report given by Parikh Dave and Associates Company Secretariesin practice is annexed with this report.
Your Company has adequately insured all its properties.
Your Company's relations with its employees remained cordial throughout the year. TheDirectors wish to place on record their deep appreciation for the services rendered bystaff members and executives of the Company.
Your Company has taken adequate steps for the health and safety of its employees asrequired under the Gujarat Factories Rules 1963. The Company has not received anycomplaint under The Sexual Harassment of women at Workplace (prevention prohibition andredressal) Act 2013.
Material Changes Affecting Financial Position of the Company
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate i.e. 31st March 2016 and the date of the Board's Report.
Change in Nature of business
The company discontinued the operation of horticulture production during the year.
Orders passed by Regulatory Bodies or Courts
No regulatory body or court or tribunal has passed any significant and material ordersimpacting the going concern status and operations of the company.
The company has implemented Vigil Mechanism. For details please refer CorporateGovernance Report attached as a separate Annexure -V.
Your Directors would like to place on record their gratitude for the co-operation andassistance given by various departments of both State and Central Governments
| ||For and on behalf of the Board of Directors |
|Ahmedabad ||P. C. Surana |
|26th May 2016 ||P. K Shashidharan |
| ||Sanwarmal D. Agarwal |
| ||Rutva Acharya |
| ||Directors |
Annexure I to the Directors' Report
Disclosure of particulars with respect to Information on Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014and forming part of the Report of the Board of Directors for the year ended 31stMarch 2016.
|A. Conservation of Energy ||: Rs. Nil |
|B. Technology Absorption ||: Rs. Nil |
|C. Foreign Exchange earnings and outgo ||: Rs. Nil |