You are here » Home » Companies » Company Overview » Madhav Copper Ltd

Madhav Copper Ltd.

BSE: 538398 Sector: Metals & Mining
NSE: MCL ISIN Code: INE813V01014
BSE 05:30 | 01 Jan Madhav Copper Ltd
NSE 00:00 | 22 Apr 326.00
(%)
OPEN

324.00

HIGH

326.00

LOW

324.00

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Madhav Copper Ltd. (MCL) - Director Report

Company director report

Dear members

Your Directors have pleasure in presenting the 6th Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2018.

1. SUMMARY OF FINANCIAL RESULTS:

(Amount in Rupees)
Particulars Current Year Previous Year
2017-18 2016-17
Net Sales/Income from Business operations 1688477132 714429553
Other Income 2103943 1857414
Total income 1690581075 716286967
Less: Expense (Excluding depreciation) 1652464062 700530744
Profit before Depreciation 38117013 15756223
Less: Depreciation 6607763 4466535
Profit before Tax 31509250 11289689
Less: Current tax 9010000 3900000
Less: Deferred tax -425070 -1019864
Less : Income Tax adjustment -270748 0
Net Profit/ (Loss) after Tax for the year 23676823 8409553
Balance carried to the Balance Sheet 23676823 8409553
Earnings per share(Basic & Diluted) 11.53 4.10

2. DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Companythe directors do not recommend any dividend for the year ended March 31 2018.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:

Operational highlights:

The Company earned operational income of 1688477132 compared to 714429553in the previous year. The other income is 2103943 compared to 1857414 inthe previous year.

Profit after tax for the year under review is 23676823 as compared to previousyear figure of 8409553.

4. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

5. CREDIT FACILITIES:

The Company has been optimally utilizing its ‘fund based' and ‘non-fundbased' working capital requirements as tied up with Bank of Baroda Axis Bank Limited andAditya Birla Finance Limited. During the year under review the Company was comfortable inmeeting its financial requirements. Effective financial measures have been continued toreduce cost of interest and bank charges.

6. CREDIT RATING

During the year under review Credit rating of the Company on the long term bankfacilities has been upgraded to 'CRISIL BB/Stable' from ‘CRISIL BB-/Stable'.The upgrade reflects improved financial risk profile due to fresh equity infusion via SMEListing.

7. SHARE CAPITAL AND CHANGES:

There is no change in Share Capital during the year under review.

Buy-back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

No Bonus Shares were issued during the year under review.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

8. MATERIAL CHANGES:

There are no significant events affecting the financial position between the end of thefinancial year and date of the Report.

9. CAPITAL EXPENDITURE FOR EXPANSION PROJECT:

As mentioned in previous report the Company is undergoing an expansion andaccordingly it has incurred following expenditure as capital expenditure during the yearunder review.

Particulars of Expenditure Amount (Rs )
Acquisition of Land 1774200
Factory Building 10456346
Plant & Machinery 10240310

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI and is enclosed to this report.

11. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of the Company's day to dayoperations. The key business risks identified by the Company are Industry risk Managementand Operations risk Market risk Government policy risk Liquidity risk and Systemsrisk. The Company has in place adequate mitigation plans for the aforesaid risks. ThePolicy on Risk Management is available on website of the Company under tab InvestorInfo/Policies/Risk Management Policy.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

Loans guarantees or investments made by the Company under Section 186 of the CompaniesAct 2013 form part of the Notes to the financial statements provided in thisAnnual Report.

14. RELATED PARTY TRANSACTIONS:

There were materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee for its omnibus approval and the particulars of contracts entered during theyear as per Form AOC-2 is enclosed as Annexure II.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 the rulesmade thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015. This policy was considered and approved by the Board and has been uploaded on thewebsite of the Company at www.madhavcopper.com under Investors/ Policies/Policy on RelatedParty Transactions.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review there were no changes in the Directors and Key ManagerialPersonnel.

Composition of Board of Directors:

Thus the Board of Directors of Company is a balanced one with an optimum mix ofExecutive and Non Executive Directors. They show active participation at the board andcommittee meetings which enhances the transparency and adds value to their decisionmaking. The Board of the Company is headed by an Executive Chairman. Chairman takes thestrategic decisions frames the policy guidelines and extends wholehearted support toExecutive Directors business heads and associates.

As on 31st March 2018 the Board of Company consists of Six (6) Directors.

(a) The composition and category of Directors as well as other details are as follow:

Sr. No. Name of Director Category DIN No. of Board Meeting attended during the year under review Whether attended last AGM No. of membership in committee in other Public Limited Company
1 Mr. Nilesh N. Patel Promoter & Chairman 05319890 9 YES NIL
2 Mr. Rohitbhai B. Chauhan Promoter & Managing Director 06396973 10 YES NIL
3 Mr. Divya Monpara Promoter & Non- Executive Director 06396970 10 YES NIL
4 Mrs. Rakshaben R. Chauhan Non Executive Director 07600985 10 YES NIL
5 Mr. Manish Makodia Non Executive & Independent Director 07600988 7 YES NIL
6 Mr. Chaitnya Doshi Non Executive & Independent Director 07600986 6 YES NIL

(b) The dates of the meeting of Board held during the year under review are as follow:

Sr. No. Date of Board Meeting

Total strength of Board

No. of Directors present

1 25th April 2017 6 5
2 10th May 2017 6 5
3 29th May 2017 6 6
4 14th July 2017 6 6
5 17th July 2017 6 6
6 23rd September 2017 6 4
7 10th November 2017 6 6
8 14th November 2017 6 5
9 5th January 2018 6 4
10 24th March 2018 6 5

Notes:

i. Directorships exclude Private Limited Companies Foreign Companies and Section 8Companies.

ii. Chairmanship/Membership of Committee only includes Audit Committee andStakeholders' Relationships Committee in Indian Public Limited companies other than MadhavCopper Limited. Members of the Board of the Company do not have membership of more thanten Board-level Committees or Chairperson of more than five such Committees.

iii. None of the directors are related to each other except Mr. Rohitbhai Chauhan andMrs. Rakshaben Chauhan are related to each other.

iv. Details of Director(s) retiring or being re -appointed are given in notice toAnnual General Meeting.

v. Brief profile of each of the above Directors are given in the beginning of thereport.

15.1 Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration andCompliance Committees.

15.2 Board Committees and their Meetings:

The Company has the following Committees of the Board along with details of itscompositions.

Sr. No. Name of Committee Members
1 Audit Committee Mr.Manish Makodia - Chairman
Mr. Chaitanya Doshi - Member
Mr. Nilesh Patel - Member
2 Nomination And Remuneration Committee Mr.Manish Makodia - Chairman
Mr. Chaitanya Doshi - Member
Mrs. Rakshaben Chauhan - Member
3 Stakeholders Relationship Committee Mr. Chaitanya Doshi - Member
Mr.Manish Makodia - Chairman
Mrs. Rakshaben Chauhan - Member

During the year under review following meetings were held and the details of membersattended meetings are given below:

Audit Committee:

Name Category Meeting held during the Meeting attended during
Year the Year
Mr. Manish Makodia Independent Director 4 4
Mr.Chaitnya Doshi Independent Director 4 3
Mr. Nilesh Patel Chairman 4 4

Nomination and Remuneration Committee:

Name Category Meeting held during the Meeting attended during
Year the Year
Mr. Manish Makodia Independent Director 2 2
Mr.Chaitnya Doshi Independent Director 2 2
Mrs Rakshaben Chauhan Non Executive Director 2 1
Stakeholders Relationship Committee:
Name Category Meeting held during the Meeting attended during
Year the Year
Mr.Chaitnya Doshi Independent Director 2 2
Mr. Manish Makodia Independent Director 2 2
Mrs Rakshaben Chauhan Non Executive Director 2 1

15.3 Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Policy on Nomination and Remuneration is available on the website of theCompany under Investor Info/Policies/Nomination and Remuneration Policy.

15.4 Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company which is posted on the website of the Company under InvestorInfo/Policies/Code of Conduct. All Board Members and Senior Management Personnel haveaffirmed compliance with the Code on an annual basis.

15.5 Insider Trading:

The Board has in consultation with the Stakeholders' Relationship Committee laid downthe policy to regulate and monitor Insider Trading. The Committee regularly analyzes thetransactions and monitors them to prevent Insider Trading. The policy on Insider Tradingis available on the website of the Company under Investor Info/Polices/Code of Conduct forprevention of Insider Trading Policy.

15.6 Meetings:

During the year 10 Board Meetings 4 Audit Committee Meetings 2 Nomination andremuneration Committee Meetings and 2 Stakeholders Relationship Committee Meetings wereheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. Details of Meetings are given under respective heads.

15.7 Declaration of Independent Directors:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

15.8 Familiarisation Programme for Independent Director:

The Company has made practice of regularly informing the Directors all the changes inthe Company as well as changes in laws which are applicable to the Company at Boardmeeting held during the year.

16. WHITSLE BLOWER & VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.madhavcopper.com under Investors/policies/Vigil Mechanism Policy link.

17. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

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 had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

18. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureIII and the same is enclosed to this Report. This report is also available on the websiteof the Company at www.madhavcopper.com.

19. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

20. AUDITORS & AUDITORS' REPORT:

Statutory Auditor:

M/s. Nirav Patel & Co. Chartered Accountants were appointed as Statutory Auditorsof your Company at the Annual General Meeting held on 8th August 2017 for aterm of five consecutive years. As per the provisions of Section 139 of the Companies Act2013 the appointment of Auditors is required to be ratified by Members at every AnnualGeneral Meeting. However in accordance with the Companies Amendment Act 2017 enforcedon 7th May 2018 by the Ministry of Corporate Affairs the appointment of StatutoryAuditors is not required to be ratified at every Annual General Meeting. The Report givenby the Auditors on the financial statement of the Company is part of this Report. Therehas been no qualification reservation adverse remark or disclaimer given by the Auditorsin their Report.

Statutory Auditors' 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 ofthe Companies Act 2013.

There is no qualification reservations or adverse remarks made by the Auditors.

Secretarial auditor:

M/s. Kashyap Shah & Co. Company Secretaries in practice Vadodara (COP No. 6672)was appointed as a Secretarial Auditor of the Company to conduct Secretarial Audit for thefinancial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rulesthere under.

Secretarial Auditor's Report:

The Secretarial Audit Report for the financial year ended 31st March 2018 isself-explanatory and does not call for any further comments.

There is no qualification reservations or adverse remarks made by the Auditors.

The Secretarial Audit Report for the financial year ended March 31 2018 is annexedherewith marked as Annexure IV to this Report.

Internal Auditor:

As per Section 138 of Companies Act 2013 every Listed Company is required to appointan Internal Auditor or a firm of Internal Auditors.

The Board of directors are pleased to confirm the appointment of M/s. Nirav Shah &Co. as Internal Auditors of the Company.

Cost Auditor:

The Board of Directors have appointed M/s. S. K. Rajani & Co. Cost Accountants asCost Auditors for the financial year 2018-19.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company as adequate system of internal control to safeguard and protect from lossunauthorized use or disp sition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of t e Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by theCompany.

The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

22. MARKET PRICE OF SHARES OF THE COMPANY DURING THE YEAR UNDER REVIEW:

Month High (Amount ) Low (Amount )
April 2017 227.60 129.00
May 2017 214.00 171.50
June 2017 223.50 190.95
July 2017 244.00 194.00
August 2017 324.45 241.80
September 2017 334.00 288.00
October 2017 341.00 276.45
November 2017 309.00 262.00
December 2017 307.00 274.40
January 2018 308.00 270.00
February 2018 300.00 260.00
Mar h 2018 289.00 249.35

23. PARTICULARS OF EMPLOYEES:

Non of the employee has received remuneration exceeding the limit as stated in Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

24. COST AUDIT:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rule the activity of your Co pany does not fall undersectors as specified under Rule 3 of Companies (Cost Records and Audit)Rules 2014 and hence maintenance of cost records as well as the cost audit asthe case may be has not been applicable to the Company for the Financial Year2017-18. However as the turnover during the year under review exceeds thespecified limit as per above Section now we are required to maintain cost records as wellas the cost audit of the same. Accordingly Board has appointed M/s S.K. Rajani &Co. as the Cost Auditor for Financial Year 2018-19.

25. HUMAN RESOURCES:

During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at its workplace. The Company hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaint Committee are set up to redress complaints received regularly and are monitoredby women line supervisors who directly report to the Chairman & Managing Director. Allfemale employees are covered under the policy. There was no complaint received from anyemployee during the financial year 2017- 18 and hence no complaint is outstanding as onMarch 31 2018 for redressal.

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

There were no material orders passed by the regulators or court or tribunals impactingthe going concern status and company's operations in future.

27. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. You Directors also acknowledgegratefully the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of Directors of
MADHAV COPPER LIMITED
SD/- SD/-
Nilesh Patel Rohit Chauhan
Chairman & WTD Managing Director
(DIN : 05319890) (DIN: 06396973)
Place: Bhavnagar
Date : 4th August 2018