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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 | 02 Dec 26.30 0.65
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Madhav Copper Ltd. (MCL) - Director Report

Company director report

Dear members

Your Directors have pleasure in presenting the 10thAnnualReport on the business and operations of the Company and the Audited Accounts for theFinancial Year ended 31stMarch 2022.

SUMMARY OF FINANCIAL RESULTS:

(Rs. In Lakhs)
FOR THE YEAR ENDED ON
P A R T I C U L A R S 31.03.2022 31.03.2021
Revenue from Operations 12225.24 38334.74
Other Income 169.36 30.24
Total Revenue 12394.60 38364.99
Profit before Depreciation & Interest 186.27 954.42
Financial Charges 86.93 82.78
Depreciation 288.20 263.15
Profit / (Loss) Before Taxation -188.86 608.48
Provision for Current & Deferred Taxation 55.11 161.61
Profit / (Loss) After Taxation -243.97 446.87
Other Comprehensive Income 00 00
Net Profit -243.97 446.87
EPS -0.90 1.65

KEY FINANCIAL RATIOS :

Sr.No. Particulars FY21-22 FY20-21 %Change
1 DebtorsTurnoverRatio 3.36 15.52 -12.16
2 InventoryTurnoverRatio 0.08 0.52 -9.38
3 InterestCoverage 2.14 11.53 -9.39
4 CurrentRatio 1.41 1.36 0.05
5 DebtEquityRatio 1.59 1.79 -0.20
6 OperatingProfitMargin -2.21% 1.69% -0.04
7 (%)NetProfitMargin (%) -1.97% 1.16% -0.03
8 ReturnonNetworth (%) -17.98% 32.93% -0.51

Board noted that Company key financial ratios have declined as comparedto previous year owing to shutdown of production operations during the FY 2021-22 as perthe environmental directives issued by the Government Authorities. The decline in DebtEquity Ratio demonstrates that your Company is less leveraged and operating with minimumborrowed fund.

DIVIDEND:

With a view to finance expansion from internal accrual for the growthof the Company the directors do not recommend any dividend for the year ended March 312022.

OPERATIONALHIGHLIGHTSANDPROSPECTS:

Operational highlights:

During a year production of the company was not-operative. The companyhas incurred a loss in current financial year as compared to substantial profit ofprevious financial year. The Company's revenue from operations for FY 2021-22 stood at Rs.12225.24 Lakhs as compared to Rs. 38334.74 Lakhs in the previous year.

The Company's profit before tax was Rs. -188.86 Lakhs during the yearas compared to Rs. 608.48 Lakhs in the previous year. The Company has incurred a loss i.e.net profit after tax of Rs. -243.97 lakhs as against a net profit after tax of Rs. 446.87Lakhs in the previous year.

Transfer To Reserves:

The company has closing balance of Rs.3063.74 Lakh as reserve andsurplus.There is no transfer during the year under report.

Change in Nature of business:

During the year under consideration pursuant to the provisions ofSection 13 14 18 of the Companies Act 2013 and other applicable provisions of theCompanies Act 2013 read with the Companies (Incorporation) Rules 2014 Their being noChange in nature of the Company.

SUBSIDIARIESJOINTVENTURESANDASSOCIATECOMPANIES:

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

CREDITFACILITIES:

The Company has been optimally utilizing its 'fund based' and 'non-fundbased' working capital requirements as tied

up with Bank of Baroda .During the year under review the Company wascomfortable in meeting its financial requirements. Effective financial measures have beencontinued to reduce cost of interest and bank charges.

SHARECAPITALANDCHANGES:

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

Buy-back of Securities:

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

Sweat Equity:

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

Bonus Shares:

The Company has not issued bonus shares 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:

During the Year Company has not Split Equity Share.

Utilization of Money Raised by Public Offer

Out of the FPO proceeds of Rs. 2549.59lakhs Rs.1842.92lakh amountutilized up to previous year and balance amount 706.67 lakhis utilized which is mentionedbelow: following is the table of utilization of the funds:

Particulars Amount Utilized (Rs.) (lakhs) Amount Utilized (F.Y. 2021-22)
Purchase of Plant and Machinery 236.33 440.50
Prepayment/ Repayment of secured borrowings 31.77 118.42
Funding the Working Capital requirement 1399.81 0.00
General Corporate purpose 113.60 147.75
Issue related expenses 61.41 0
Total 1842.92 706.67

CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under consideration pursuant to the provisions ofSection 13 14 18 of the Companies Act 2013 and other applicable provisions of theCompanies Act 2013 read with the Companies (Incorporation) Rules 2014 Their being noChange in nature of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure I and is enclosed to this report.

RISK MANAGEMENT:

TheCompanyhasframedasRiskManagementPolicyto identifyandevaluatebusinessrisks and opportunities and the same has become integral part of theCompany's day to day operations.ThekeybusinessrisksidentifiedbytheCompaniesareIndustryrisk ManagementandOperations

riskMarketriskGovernmentpolicyriskLiquidityriskandSystemsrisk.TheCompanyhasinplace adequate mitigation plans for the aforesaid risks. The Policy on Risk Management isavailable on website of the Company under tab Investor Info/Policies/Risk ManagementPolicy.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per the provisions of Section 135 of the Companies Act 2013 readwith Rule 9 of the Companies (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.48710263.67/- and hence the company was required to incur 2% i.e. Rs. 974205.27/- onCSR. However the company couldn't spend as it could not find proper agencies or CSRactivities in nearby areas. The Annual Report on CSR Activities provided in Annexure isattached to this report. AnnexureII

PARTICULARS OFLOANSGUARANTEESORINVESTMENTSMADEUNDERSECTION186OFTHECOMPANIESACT 2013:

Loans guarantees or investments made by the Company under Section 186of the Companies Act 2013 form part of the Notes to the financial statements provided inthis Annual Report.

RELATED PARTY TRANSACTIONS:

ThereweremateriallysignificantrelatedpartytransactionswiththeCompany'sPromotersDirectorsManagementortheirrelativeswhichcouldhavehadapotentialconflictwiththe interestsoftheCompany.All transactionsentered into with the related parties are occurred at Arms' length price and in ordinarycourse of business. TransactionswithrelatedpartiesenteredbytheCompanyinthenormalcourseofbusinessareperiodicallyplacedbefore theAuditCommitteeforitsomnibus

approvalandtheparticularsofcontractsenteredduringtheyearasperFormAOC-2isenclosedas Annexure III.

TheBoardofDirectorsoftheCompanyhason there-commendationoftheAuditCommittee adopted a policy to regulate transactions between theCompany and its related parties in compliance with the applicable provisions of theCompanies Act 2013 the rules made thereunder and the

SEBI(ListingObligationandDisclosureRequirement)Regulation2015.ThispolicywasconsideredandapprovedbytheBoardandhasbeenuploadedonthewebsiteoftheCompanyatwww.madhavcopper.comunderInvestors/Policies/PolicvonRelatedPartvTransactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under reviewMr.DivyaArvindbhaiMonparawas re-appointedas a rotational Director in 9th AGM of the Company.

Mr.JaysukhBhanabhaiDabhi(DIN: 09177201) was appointed as AdditionalDirector by the Board of Directors with effect from 19th May 2021 which wasregularised in the 9th AGM held on 30th September 2021 andappointed for a period of five years from 19thMay 2021 to 18th May2026.

The Board recommends re-appointment of Mr.NileshNatubhai Patel as arotational director on rotation basis in the ensuing AGM of the Company.

Mrs. Swati Kathrotiya Company Secretary of the Company has resignedw.e.f 30th April 2022 and Mrs.SnehaLangaliyais appointed as Company Secretaryw.e.f 12th August 2022.

Thereare no other changes in Key Managerial personnel of the Company.Mr.NileshNatubhai Patel is Chairman and Whole Time DirectorMr.RohitBhikhabhaiChauhan isManaging DirectorMr.ChaitnyaBhanubhaiDoshi is Independent Director and Mr.KamleshSolankiis Chief Financial Officer of the Company.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Regulation17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nominationand Remuneration and Compliance Committees.

Remuneration Policy:

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration.

ThePolicvonNominationandRemunerationisavailableonthewebsiteoftheCompanvwww.madhavcopper.comunderInvestorInfo/Policies/NominationandRemunerationPolicy.

Meetings:

During the year five (5) Board Meetings and four Audit CommitteeMeetings were convened and held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 the details of the meeting are given incorporate governance report.

Declaration of Independent Directors:

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies 2013andtherelevantrules.

WHITSLE BLOWER & VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil

Mechanismfordirectorsandemployeestoreportgenuineconcernshasbeenestablished.TheVigil Mechanism Policy has been uploaded on the website of the Company at

www.madhavcopper.comunderInvestors/policies/VigilMechanismPolicylink.

Code of Conduct:

TheBoardhaslaiddownaCodeofConductforallBoardMembersandSeniorManagementofthe

CompanywhichispostedonthewebsiteoftheCompanyunderInvestorInfo/Policies/Codeof

Conduct.AllBoardMembersandSeniorManagementPersonnelhaveaffirmedcompliancewiththeCodeon annualbasis. Insider Trading:

The Board has in consultation with the Stakeholders' RelationshipCommittee laid down the policy to regulate and monitor Insider Trading. The Committeeregularly analyzes the transactions and monitors them to prevent Insider Trading. Thepolicy on Insider Trading is available on the websiteoftheCompanyunderInvestorInfo/Polices/CodeofConductforpreventionofInsiderTrading Policy.

Familiarisation Programme for Independent Director:

The Company has made practice of regularly informing the Directors allthe changes inthe

CompanyaswellaschangesinlawswhichareapplicabletotheCompanyatBoardmeetingheldduring theyear.

DIRECTORS RESPONSIBILITY STATEMENT:

InaccordancewiththeprovisionsofSection134(5)oftheCompaniesAct2013theBoardherebysubmitsitsresponsibilityStatement: —

a)Inthepreparationoftheannualaccountstheapplicableaccountingstandardshadbeen followedalongWithproperexplanationrelatingtomaterialdepartures;

b) Thedirectors had selected such accounting policies and applied themconsistently and

madejudgmentsandestimatesthatarereasonableand prudentastogiveatrueandfairviewof

thestateofaffairsoftheCompanyattheendofthefinancialyearandoftheprofitandlossoftheCompanyforthatperiod;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records In

accordance with the provisions of this Act for safeguarding theassetsof

theCompanyandforpreventinganddetectingfraudandotherirregularities;

d) thedirectorshadpreparedtheannualaccountsonagoingconcernbasis;and

e)ThedirectorshadlaiddowninternalfinancialcontrolstobefollowedbytheCompanyandthatsuchinternalfinancialcontrolsareadequateandwereoperatingeffectively.

f)Thedirectorshaddevisedpropersystemstoensurecompliancewiththeprovisionsofallapplicablelawsandthatsuchsystemswereadequateandoperatingeffectively.

ANNUAL RETURN:

TheAnnualReturn of the Company will be placed at the websiteoftheCompanyat www.madhavcopper.compursuanttotheprovisionsofSection92readwithRule12ofthe

Companies(Managementandadministration)Rules2014. Web link of the sameis as http://www.madhavcopper.com/investorinfo/financial

MANAGEMENT DISCUSSION AND ANALYSIS

MDAR is appended as annexure IVto this report.

DEPOSITS:

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

AUDITORS:

Statutory Auditors:

M/s Nirav Patel & Co Chartered Accountants having FRN: 134617Whave been appointed as Statutory auditor of the company for a period of five yearsstarting from the financial year 2022-2023 and that they shall hold office from theconclusion of ensuing 10th Annual General Meeting (AGM) until the conclusion of 15thAnnual General Meeting (AGM) of the Company i.e. for this financial year 2026-2027 subjectto approval of Shareholders on such remuneration as may be mutually agreed upon betweenthe Directors of the company and Auditors plus

reimbursement of service tax travelling and out of pocket expense;

Secretarial Auditor:

M/s. Kashyap Shah & Co. Company Secretaries in practice Vadodara(COP No. 6672) hasappointedasaSecretarialAuditoroftheCompanytoconductSecretarialAuditforthefinancialyear2021-22asrequiredunderSection204 oftheCompaniesAct2013andRulesthereunder.

Secretarial Auditor's Report:

The Secretarial Audit Report for the financial year ended 31st March2022 is self-explanatory and doesnotcallforanyfurthercommentsexcept the following.

TheSecretarialAuditReportforthefinancialyearendedMarch312022isannexedherewithmarkedasAnnexure VI

tothisReport.

Internal Auditor:

As per Section 138 of Companies Act 2013 every Listed Company isrequired to appoint an Internal Auditor or a firm of Internal Auditors.

TheBoardofdirectorsarepleasedtoconfirmtheappointmentof M/S H. K.Makvana& Co.as InternalAuditorsoftheCompany.

Cost Auditor:

M/s. S. K. Rajani& Co. Cost Accountants have been appointed toconduct Cost Audit of the Company for the year ending 31stMarch 2022. Pursuantto the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)Rules 2014 members are requested to consider the ratification of the remunerationpayable to M/s. S. K. Rajani& Co.

The remuneration of Cost Auditors has been approved by the Board ofDirectors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing Annual General Meeting. The Cost Auditors have confirmed thattheir appointment is within the limits prescribed u/s 141(3)(g) of the Companies Act 2013and that they are not disqualified from being appointed within the meaning of the saidAct.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable Accenting Standardsfor properly maintaining the books of accounts andreporting financial statements. The internal auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.

The Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.

CORPORATE GOVERNANCE:

Provisions relating to Corporate Governance Report under Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are given inAnnexure V forming part of this Board's Report.

PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

a) The ratio of the remuneration of each director to the medianremuneration of the employees of the Companyfor the financial year.

Ratio of remuneration of MD -57.42:1 (10381728: 180800)

Whole Time Director - 57.42:1 (Rs. 10381728: 180800)

Other Directors - Not Applicable

b) The percentage increase in the remuneration of each director ChiefExecutive Officer Chief Financial Officer andCompany Secretary if any in the financialyear - During the FY 2021-22 there was no increase in remuneration of WTD and MD. Therewas no increase in the remuneration of CFO & CS.

c) The percentage increase in the median remuneration of employees inthe financial year - During the FY 2021-22 there was no increase in remuneration ofemployees

d) The number of permanent employees on the rolls of the Company as on31.03.2022 - 33 nos.

e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel inthe last financial year and its comparisonwith the percentile increase in the managerial remuneration andjustification thereof andpoint out if there are any exceptional circumstances for increase in themanagerialremuneration - there was no increase in remuneration of inManagerialRemuneration during F.Y. 2021-22.

f) Affirmation that the remuneration is as per the remuneration policyof the company.

The Company's remuneration policy is driven by the success andperformance of the individual employees andthe Company. Through the compensation packagethe company endeavors to attract retain develop and motivate high performance staff. TheCompany follows a compensation mix of fixed pay benefits andperformance based variablepay. The Company affirms that the remuneration is as per remuneration policy oftheCompany.

Details pertaining to remuneration as required under Section 197 (12)of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remunerationof Managerial Personnel) Rules 2014 with reference to remuneration ofemployees in excessof the limits prescribed - 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.

None of the employee has received remuneration exceeding the limit asstated in Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

HUMAN RESOURCES:

During the period under review the personal and industrial relationswith the employees 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.

DISCLOSUREUNDERTHESEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTIONPROHIBITIONANDREDRESSAL) ACT2013:

The Company has zero tolerance for sexual harassment at its workplace.The Company has adopted an Anti-harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up to redress complaints received regularly and aremonitored by women line supervisors who directly report to the Chairman & ManagingDirector. All female employees are covered under the policy. There was no complaintpending or received from any employee

during the financial year 2021-22 and hence no complaint isoutstanding as on March 31 2022 for redressal. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS 1)relating to the meetings of Directors and Secretarial Standard 2 (SS 2) relating toGeneral Meeting issued by the institute of Company Secretary of India and approved byCentral Government.

DETAILSOFSIGNIFICANTMATERIALORDERSPASSEDBYTHEREGULATORSORCOURTOR

TRIBUNALSIMPACTINGTHEGOINGCONCERNSTATUSANDCOMPANY'SOPERATIONSIN FUTURE:

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

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledge gratefully the shareholders for their support and confidence reposed onthe Company.

For and on behalf of the Board of Directors of
MADHAV COPPERLIMITED
SD/- SD/-
Nilesh Patel RohitChauhan
Chairman and Whole-Time Director ManagingDirector
DIN:05319890 DIN:06396973
Place: Bhavnagar
Date: September 3 2022

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