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Madhav Copper Ltd.

BSE: 538398 Sector: Metals & Mining
NSE: MCL ISIN Code: INE813V01022
BSE 05:30 | 01 Jan Madhav Copper Ltd
NSE 00:00 | 30 Jul 41.05 1.95






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Madhav Copper Ltd. (MCL) - Director Report

Company director report

Dear members

Your Directors have pleasure in presenting the 8th Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2020.


(Amount in Rupees)

Particulars Current Year 2019-20 Previous Year 2018-19
Net Sales/lncome from Business operations 2022783485 2128774856
Other Income 6773065 649670
Total income 2029556550 2129424525
Less: Expense (Excluding depreciation) 1946357845 2052511445
Profit before Depreciation 83198705 76913080
Less: Depreciation 23512675 17724556
Profit before Tax 59686030 59188524
Add: Exceptional item 1079680 -
Profit before Tax 60765709 59188524
Less: Current tax 16535977 18000000
Less: Deferred tax -1052301 4595566
Less : Excess Provision of earlier years - 176250
Less: Net Tax Expenses 785355 -
Net Profit/ (Loss) after Tax for the year 44496678 36416708
Balance carried to the Balance Sheet 44496678 36416708
Earnings per share(Basic & Diluted) 1.64 2.96


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 2020.


Operational highlights:

The Company earned operational income of ?2022783485 compared to ?2128774856 inthe previous year. The other income is ^6773065 compared to ^649670 in the previousyear.

Profit after tax for the year under review is ^44496678 as compared to previous yearfigure of ^36416708.

COVID-19 implications:-

The plant of the Company was shut-down from 24th March 2020 followingcountry wide lockdown due to COVID-19. The Company has obtained the required permissionfrom collector on 9th April 2020 and started partial production with 33%manpower strength. This global pandemic significantly affect economic activities worldwideand as a result the same could affect the operations of the company in terms of impactingsupply chain industrial stock demand price of materials and availability of employees.The Company has evaluated impact of COVID-19 on its business operations and based on itsreview and current indicators of future economic conditions there is no significantimpact on its financial results.


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


The Company has been optimally utilizing its 'fund based' and 'non-fund based' workingcapital requirements as tied up with Bank of Baroda HDFC Bank Limited. During the yearunder review the Company was comfortable in meeting its financial requirements. Effectivefinancial measures have been continued to reduce cost of interest and bank charges.


Changes in Share Capital during the year under review are as follow:

Buv-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:

The Company has issued and allotted 12321600 Equity shares of Rs.5 Each as bonusshares during the year under review

Employees Stock Option Plan:

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

Split of Equity Shares: /Sub division of shares:

In order to improve the liquidity of Company's equity shares in the Stock Markets withhigher floating stock in absolute numbers and to make it more affordable for the smallretail investors to invest in the Company the Company has sub-divided the face value ofthe equity shares of the Company from Rs. 10/- each to Rs. 5/- each on 17.04.2019.

Issue of Equity Shares:

During the year the Company has offered Issued and made allotment of 2499600 EquityShares having of Rs. 5 each at premium of Rs. 97 per shares aggregating to Rs. 2549.59lakhs on 04.02.2020 through Further Process Offering (FPO). The shares have been listedwith NSE Ltd.

Utilisation of Money Raised by Public Offer

Out of the FPO proceeds of Rs. 2549.59 lakhs following is the table of utilization ofthe funds:

Particulars Amount Utilised (Rs.) (lakhs)
Purchase of Plant and Machinery 236.33
Prepayment/ Repayment of secured borrowings 31.77
Funding the Working Capital requirement 1399.81
General Corporate purpose 113.60
Issue related expenses 61.41
TOTAL 1842.92

The Company has utilized 72.28% out of total proceeds upto 31/03/2020. The unutilizedamount shall be utilized in forthcoming times for the purpose for which they were raisedas confirmed by the Management of the Company.


There are no significant events affecting the financial position between the end of thefinancial year and date of the Report except As per Circular Ref. No. 0695/2020 dtd 17thAugust 2020 issued by National Stock Exchange of India Limited the trading in27142800 Equity Shares of Rs. 5/- each of the company have been migrated from SMEPlatform to National Stock Exchange Main Board with effect from August 19 2020. TheMarket Lot size is 1 share.


As mentioned in previous reports the Company has completed installation of copperFurnace in November 2018 for new products. The Company proudly announces that theproduction through such furnace is already started. As a result of expansion the Companyhas started manufacturing of Mica Covered Copper Conductors Polyamide (Kapton) Coveredcopper conductors and paper insulated (Tapped Insulated) Copper Conductors alongwith theexisting products of the Company.


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.


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.


As per the provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 the CSR committee has been constituted. During thefinancial year the average net profit of previous 3 years has been arrived at Rs. 336.25lakhs and hence the company was required to incur 2% i.e. Rs. 6.72 lakhs on CSR. Howeverthe company couldn't spend as it could not find proper agencies or CSR activities innearby areas. The Annual Report on CSR Activities provided in Annexure is attached tothis report.


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 this AnnualReport.


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. All transactions entered into with the relatedparties are occurred at Arms' length price and in ordinary course of business.Transactions with related parties entered by the Company in the normal course of businessare periodically placed before the Audit Committee for its omnibus approval and theparticulars of contracts entered during the year as per Form AOC-2 is enclosed as AnnexureII.

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 under Investors/ Policies/Policy on RelatedParty Transactions.


During the year under review Mrs. Rakshaben R. Chauhan (DIN: 07600985) resigned as NonExecutive Director of the company as on 19/03/2020 and Mrs. Dinal Ashokbhai Lakhani (DIN:08753875) was appointed as an Additional Director of the Company w.e.f. 4th June 2020.

Mr. Kush Bhatt resigned as Company Secretary of the Company w.e.f 04.10.2019 and Mr.Pratik Patel has been appointed as Company Secretary and Compliance Officer w.e.f14.11.2019.

The Board recommends re-appointment of Independent Directors namely Mr. Chaitanya Doshiand Mr. Manish Makodia whose 1st tenure expires at ensuing Annual GeneralMeeting. The Board also recommends appointment of Mrs. Dinal Ashokbhai Lakhani asIndependent Non Executive Woman Director at ensuing Annual General Meeting.

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 2020 the Board of Company consists of five (5) Directors.

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

Sr. Name of Director No. Category DIN No. of Board Meeting attended during the year under review Whether attended last AGM No. of membership in committee in other Public LimitedCompany
1 Mr. Nilesh N. Patel Promoter & Chairman 05319890 11 YES NIL
2 Mr. Rohitbhai B. Chauhan Promoter & Managing Director 06396973 11 YES NIL
3 Mr. Divya Monpara Promoter&Non- Executive Director 06396970 11 YES NIL
4 Mrs. Rakshaben R. Chauhan (upto 19/03/2020) Non Executive Woman Director 07600985 6 YES NIL
5 Mr. Manish Makodia Non Executive & Independent Director 07600988 8 YES NIL
6 Mr. Chaitnya Doshi Non Executive & Independent Director 07600986 7 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 22nd April 2019 6 6
2 30th May 2019 6 5
3 30th August 2019 6 5
4 24th September 2019 6 5
5 24th October 2019 6 6
6 14th November 2019 6 5
7 17th January 2020 6 5
8 31st January 2020 6 4
9 04th February 2020 6 4
10 14th February 2020 6 4
11 19th March 2020 6 5


(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 a re given in notice toAnnua I General Meeting.

(v) Brief profiles of each of the above Directors are given in the beginning of thereport.

14.1 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.

14.2 Board Committees and their Meetings:

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

Sr. Name of Committee No. 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 (upto 19/03/2020)
3 Stakeholders Relationship Committee Mr. Chaitanya Doshi - Member
Mr. Manish Makodia - Chairman
Mrs. Rakshaben Chauhan - Member (upto 19/03/2020)

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 Year Meeting attended during the Year
Mr. Manish Makodia Independent Director 4 4
Mr. Chaitnya Doshi Independent Director 4 4
Mr. Nilesh Patel Whole-time director 4 4

Nomination and Remuneration Committee:

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

Stakeholders Relationship Committee:

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

14.3 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.

14.4 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.

14.5 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.

14.6 Meetings:

During the year 11 Board Meetings 4 Audit Committee Meetings 2 Nomination andremunerationCommittee 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.

14.7 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.

14.8 Familiarisation Programme for Independent Director:

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


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


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

a) inthe preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relatingto material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthe state of affairs of the Company at theendofthefinancialyearandoftheprofitandlossoftheCompanyforthat 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 detectingfraud 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 fina ncial controls are adequate and wereoperatingeffectively.

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


The extracts of Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure III and the same is enclosed to this Report. This report isalso available on the website of the Company at


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


Statutory Auditors:

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. In accordance with the Companies Amendment Act 2017enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointment ofStatutory Auditors is not required to be ratifiedateveryAnnualGeneralMeeting.TheReportgivenby the Auditors on the financial statement ofthe Company is part of this Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in 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 of the Companies Act2013.

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 2019-20 as required under Section 204 of the Companies Act 2013 and Rulesthere under.

Secretarial Auditor's Report:

With reference to observations of the Secretarial Auditors we would like to clarifythat due to technical reasons the Company could not implement bonus issue within twomonths from the date of Board Meeting considering the proposal of bonus issue of12321600 Equity Shares within time period specified. Further as per provisions ofRegulation 29 of SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015the Company could not give prior intimation of Board Meeting to National Stock ExchangeLtd (NSE). for consideration of unaudited financial statements for the half year ended on30th September 2019 for which the Company has paid fine with NSE. Further there was adelay in submission of filing compliance under regulation 13(3) of SEBI (ListingObligation & Disclosure Requirement) Regulation 2015 for which late submission feespaid with the NSE.

The Secretarial Audit Report for the financial year ended March 31 2020 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 Audit & Cost Auditor:

The Company is required to maintain const records and M/s. S. K. Rajani & Co. CostAccountants have been appointed to conduct Cost Audit of the Company for the year ending31st March 2020. Pursuant to the provisions of Section 148 of the Act readwith the Companies (Audit and Auditors) Rules 2014 members are requested to consider theratification of the remuneration payable to M/s. S. K. Rajani & Co.

The remuneration of Cost Auditors has been approved by the Board of Directors on therecommendation of Audit Committee. The requisite resolution for ratification ofremuneration of Cost Auditors by members of the Company has been set out in the Notice ofensuing Annual General Meeting. The Cost Auditors have confirmed that their appointment iswithin the limits prescribed u/s 141(3)(g) of the Companies Act 2013 and that they arenot disqualified from being appointed within the meaning of the said Act.

GST Auditor

The Board of directors are pleased to confirm the appointment of M/s. Nirav Patel &Co. as GST Auditors of the Company for FY 2019-20.


The Company has adequate system of internal control to safeguard and protect from lossunathorised use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the

Management. The Company is following all the applicable Accenting Standards forproperly maintaining the books of accounts and reporting financial statements. Theinternal auditor of the Company checks and verifies the internal control and monitors themin accordance with policy adopted by the Company.

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


Month High (Amount t) Low (Amount t)
April 2019 339.00 306.25
May 2019 189.95 166.00
June 2019 232.00 171.75
July 2019 277.00 226.00
August 2019 247.85 222.30
September 2019 240.00 212.00
October 2019 228.00 104.00
November 2019 130.95 113.00
December 2019 130.00 109.00
January 2020 130.00 102.15
February 2020 109.00 65.15
March 2020 94.20 59.10


Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year.

Ratio of remuneration of MD and Whole Time Director - 2.97 : 1 (Rs. 472400 :159000)

Other Directors - Not Applicable

b) The percentage increase in the remuneration of each director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary if any in the financial year -During the FY 2019-20 there was 111% increase in remuneration of WTD and MD. There was noincrease in the remuneration of CFO & CS.

c) The percentage increase in the median remuneration of employees in the financialyear - Median Remuneration is Rs. 159000/- and average increase of all employees is195.67% for the F.Y. 2019-20.

d) The number of permanent employees on the rolls of the Company as on 31.03.2020 - 42nos.

e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration - Average195.67% increase in salaries of Employees and 111 % increase in Managerial Remunerationduring F.Y. 2019-20. The increase in remuneration of managerial person is commensuratewith the efforts put in by them in leading the Company to greater heights and as per theprescribed limits of section 197 of the Companies Act 2013.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through the compensation package the companyendeavors to attract retain develop and motivate high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay. TheCompany affirms that the remuneration is as per remuneration policy of the Company.

Details pertaining to remuneration as required under Section 197 (12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 with reference to remuneration of employees in excess of the limitsprescribed - None of the employees were in receipt of remuneration above Rs. 8 lakh 50thousand per month or Rs. One crore Two lakhs per annum and above.


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.


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 2019-20 and hence no complaint is outstanding as onMarch 31 2020 for redressal.


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


There was no amount outstanding to be transferred as unclaimed dividend to investoreducation and protection fund during the FY 2019-20.


Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company hence the same has not been annexed to the Board's Report for the financialyear ended on 31.03.2020.


The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.


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. Your 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: Bhanvagar
Date: 2nd September 2020