The Directors have pleasure in submitting the Annual Report together with the Statementof Accounts of your Company for the year ended 31st March 2017.
The summary of your Company's financial performance is given below:
| ||Year ended ||Year ended |
| ||March 31 2017 ||March 31 2016 |
| ||(Rs. in lacs) ||(Rs. in lacs) |
|Profit before Depreciation and Taxes ||47.81 ||63.27 |
|Deducting there from Depreciation ||18.52 ||26.27 |
|Profit / Loss before tax ||29.29 ||37.00 |
|Deducting therefrom taxes of: || || |
|- Current Tax ||3.50 ||0.75 |
|- Deferred Tax ||(-)20.29 ||10.17 |
|Profit after tax ||46.08 ||26.08 |
|Add: Balance brought forward from previous year ||(-)648.27 ||(-) 674.35 |
|Amount available for appropriations ||(-)602.19 ||(-) 648.27 |
|The proposed appropriations are: || || |
|1. Proposed Dividend ||- ||- |
|2. Tax on proposed Dividend ||- ||- |
|3. Balance Carried forward ||(-)602.19 ||(-) 648.27 |
|Total ||(-)602.19 ||(-) 648.27 |
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
Total income of the Company was Rs.95.06 lacs during the year.
Management Discussion and Analysis
a) Industry Structure and Developments
The Company continues to explore in finding out a suitable project that can be set upin the existing facilities available with the Company at Rakhial.
b) Opportunities and Threats
The Management intend to undertake a viable business activities in the existinginfrastructure and land available with the Company. As such we do not find any particularthreat that can affect the existence of the Company.
The future outlook will mainly depend on the project to be undertaken by the Company.
d) Risks and Concerns
At present the Company is exposed to the common risks such as any uncertainties /drastic changes in government policies delay 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 31 2017 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 basis.
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 withrelated Parties as per Section 188(1) of the Companies Act 2013 including arm's lengthtransactions if any as per Form No. AOC 2 are enclosed as separate Annexure II.
Director's Responsibility Statement
In compliance of Section 134(5) of the Companies Act 2013 the Directors of yourCompany confirm:
- that in the preparation of annual accounts the applicable accounting standards havebeen followed and that there are no material departures; - that such accounting policieshave been selected and applied 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 on March 31 2017 and of the profit of the Company for the year ended on thatdate; - 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 of the 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.
Details of employees as specified under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours 21 days before the Annual General Meeting and shallbe made available to any shareholder on request being made to the Company Secretary. Theabove detail is not being sent alongwith this Annual Report to the members in line withthe provisions of Section 136 of the Companies Act 2013.
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.
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.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015report on Corporate Governance alongwith Auditors' Certificate on its Compliance has beenincluded in this Annual Report as a separate Annexure - V.
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to comply with Regulations 17 to 27 andClauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E of ScheduleV. However as a good corporate governance practice the Company has been complying withall the aforesaid provisions / regulations voluntarily.
Number of Meetings of the Board
The Board of Directors during the financial year 2016-17 duly met 4 times on26.05.2016 08.08.2016 25.10.2016 and 31.01.2017 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.
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 of businessprocesses systems and controls to provide recommendations which can add value to theorganisation.
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 theyear under review the Company has not issued any equity shares. As on 31st March 2017 theShare 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.15.70 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 default 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 March 2019 (theywill 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 and SEBI (LODR)Regulations 2015. There has been no change in the circumstance which may affect theirstatus as Independent Directors during the year under review. The Company keeps informedindependent directors about changes in the Companies Act 2013 from time to time and theirrole duties and responsibilities.
Shri. P.K. Shashidharan director is due to retire at the end of the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Brief resume ofShri. P.K. Shashidharan director as required as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is provided in the notice convening the AnnualGeneral Meeting 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 and Key ManagerialPersonnel on the basis of attendance contribution and various criteria as recommended bythe Nomination and Remuneration Committee of the Company. The performance of each of thenon-independent directors was also evaluated by the Independent Directors at the separatemeeting of Independent Directors of the Company.
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 Director orSenior Management Personnel if the evaluation of his performance is not satisfactory.
Other details are disclosed in the Corporate Governance Report under the headNomination and Remuneration Committee and details of Remuneration (Managing Director/WholeTime 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.
Auditors and their Observations
H.V. Vasa & Co. Statutory Auditors of the Company retire at the end of the ensuingAnnual General Meeting.
As per second proviso to Section 139(2) of the Companies Act 2013 (the Act') atransition period of three years from the commencement of the Companies Act2013 isprovided to appoint a new auditors when the existing Auditor's firm has completed termsof Five consecutive years. Accordingly the existing Auditors H.V. Vasa & Co hascompleted term of five consecutive years and as per the said requirements of the Act itis proposed to appoint new Statutory Auditors for period of five years with effect fromthe conclusion of this AGM till the conclusion of the AGM of Financial year 2021-22subject to ratification by members every year as may be applicable.
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 2017 and the date of the Board's Report.
Change in Nature of Business
There has been no change in the nature of the business of the Company during theFinancial year 2016-17.
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.
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 31st March2017.
|A. Conservation of Energy ||: ||` Nil |
|B. Technology Absorption ||: ||` Nil |
|C. Foreign Exchange earnings and outgo ||: ||` Nil |
| ||For and on behalf of the Board of Directors |
|Ahmedabad ||Rajesh B. Shah |
|25th May 2017 ||P. C. Surana |
| ||P. K. Shashidharan |
| ||Sanwarmal D. Agarwal |
| ||Rutva Acharya |
| ||Directors |