You are here » Home » Companies ยป Company Overview » Madhav Infra Projects Ltd

Madhav Infra Projects Ltd.

BSE: 539894 Sector: Infrastructure
NSE: N.A. ISIN Code: INE631R01026
BSE 00:00 | 02 Feb 4.99 -0.02
(-0.40%)
OPEN

5.18

HIGH

5.18

LOW

4.90

NSE 05:30 | 01 Jan Madhav Infra Projects Ltd
OPEN 5.18
PREVIOUS CLOSE 5.01
VOLUME 142097
52-Week high 8.22
52-Week low 3.55
P/E 18.48
Mkt Cap.(Rs cr) 135
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.18
CLOSE 5.01
VOLUME 142097
52-Week high 8.22
52-Week low 3.55
P/E 18.48
Mkt Cap.(Rs cr) 135
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Madhav Infra Projects Ltd. (MADHAVINFRA) - Director Report

Company director report

To

The Members

Madhav Infra Projects Limited

Your Directors have pleasure in submitting their 29th Annualreport on the business and operations of the Company along with the Audited Balance Sheetand Profit & Loss Accounts for the year ended March 31 2022.

1. FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review along withthe figures for previous year are as follows:—

(Rs. in Crore) except per equity share data

Particulars Year Ended on 31.03.2022 Year ended on 31.03.2021 Year Ended on 31.03.2022 Year ended on 31.03.2021

Standalone Results

Consolidated Results

Net Sales/ Income from Operation 386.69 269.63 460.06 273.91
Other Income 2.48 3.33 2.56 3.33
Total Income 389.16 272.96 462.62 277.24
Profit before interest Depreciation & Tax 52.29 36.99 53.64 38.26
Less Interest (Financial Cost) 27.00 31.89 28.41 32.23
Depreciation 15.04 20.32 15.74 21.02
Profit Before Tax 10.25 (15.22) 9.49 (14.99)
Less Previous years Adjustments - 0.54 - 0.66
Provision for Wealth Tax - - - -
Provision for Current year Income Tax 2.84 (3.73) 2.79 (3.69)
Net Profit after tax 7.42 (12.04) 6.70 (11.97)
Add: Balance carried from Profit & Loss A/c - - - -
Less: Provision for earlier year taxation - - - -
Minority Interest - - 0.09 0.03
Net Profit after tax and adjustments 7.42 (12.04) 6.23 (12.54)
Dividends: Interim Dividend - - - -
Dividends: Final Dividend (Proposed) - - - -
Transferred to general Reserve 7.42 (12.04) 6.23 (12.54)
Balance carried to the balance sheet
EPS (Basic) 0.29 (0.64) 0.24 (0.67)
EPS (Diluted) 0.29 (0.64) 0.24 (0.67)

2. TRANSFER TO RESERVES

The Board of Directors have decided to transfer the net profit aftertax and adjustment for FY 2021-22 in the General Reserve account.

3. OPERATION AND PERFORMANCE REVIEW

Standalone Results

The Company recorded revenues of Rs.389.16 in the year under review asagainst Rs. 272.96 Crore in the previous year. The Company took several initiatives duringthe last financial year such as strengthening its presence across the present operatingareas capitalize on new opportunities that helped in achieving and consolidating growth.The growth in revenues was positive on y-o-y basis due to implication of GST. The EBIDTAfor the year was Rs. 52.29 Crore as compared to Rs. 36.99 Crore in the previous year. TheProfit after tax was Rs.7.42 crore against Rs. (12.04) Crore for the previous year. TheCompany's net worth touched Rs. 136.28 Crore as on March 31 2022 from Rs. 128.86Crore as on March 31 2021.

Consolidated Results

The Company recorded revenues of Rs. 462.62 Crore in the year underreview as against Rs. 277.24 Crore in the previous year. The Company took severalinitiatives during the last financial year such as strengthening its presence across thepresent operating areas capitalize on new opportunities that helped in achieving andconsolidating growth. The growth in revenues was negative on y-o-y basis. The EBIDTA forthe year was Rs. 53.64 Crore as compared to Rs. 38.26 Crore in the previous year. TheProfit after tax was Rs. 6.23 crore against Rs. (12.54) Crore for the previous year. TheCompany's consolidated net worth touched Rs. 135.20 Crore as on March 31 2022 fromRs. 129.71 Crore as on March 31 2021.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits forfuture growth of the Company and do not recommend any dividend for the year ended March31 2022. Your Directors have not recommended dividend for the period ended March 312022.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 there is nounclaimed dividend due for remittance to the Investor Education and Protection Fundestablished by the Central Government.

6. PROJECT IMPLEMENTATION

During the year under review Your Company has various projects throughvarious clients were as under:

• EPC work of Rehabiliation and Upgradation of Road for CivilPackage no. 14 via Aaron via Vidoriya Raghogarh & Ashok Nagar to Aaron Road (up toSindh Road)

• EPC work of Rehabiliation and Upgradation of Road for CivilPackage no. P2A i.e. Gunj-Rajnagar Road Laundi- Mahoba Road Nawgong-Shrinagar RoadBaxawa - Dalpatpur Road

• Improvement of Chandur Railway Telegaon Road SH-297 (SectionChandur Railway to Telegaon) 32/200 to KM 49/155 Tal. Chandur Railway Dist. Amravati

• Improvement of Riddhapur Tilwsa Road SH - 300 (Section Riddhapurto Tiwsa) KM 0/000 to KM 40/800 Taluka Morshil & Tiwsa Dist. Amravati

• EPC work for Maintenance of Badi- Baktara - Shahganj Road on OMTbasis in the state of Madhya Pradesh through SPV viz. Badi Baktara Toll Pvt. Ltd.

• EPC work for maintenance of High level Bridge over Bina River& Dhasan River with approach Roads on NH-86 at Bhopal- Sanchi- Sagar Road in the stateof Madhya Pradesh.

• Civil Contract of maintenance of Bandri- Jaruwakheda Nirtala -Mandi- Bamora Damoh- Hindoriya- Patera Prithvipur- Niwari Ajaygarh - Toriya- Bariyapurand Palera-Baldeogarh in the state of Madhya Pradesh.

• Maintenance of Madhya Pradesh Major District Roads Up-gradationProject (MPMDRUP) Package No. P-18: Khalwa to Dedatalayi Road (MP-MDR-19-22).

• Maintenance of Madhya Pradesh Major District Roads Up-gradationProject (MPMDRUP) Package No. - P - 16: Berasia Narsinghgarh Road (MPMDR- 23-07)Narsingarh Berasia Road (MP-MDR-25-04) Bhojapura Ahmedpura Road (Part 1) (MP-MDR-23-09)Bhojapura Ahmedpura Road (MP-MDR-26-06) and Doraha - Ahmadpur Road (MP-MDR-26-05).

• Construction of Bridges on State Highways and Major districtRoad in Vidisha and Sagar District Madhya Pradesh.

• Widening and Reconstruction of Madhya Pradesh Major DistrictRoads Upgradation Project (MPMDRUP) Package No. - P-19: Maalpoor Varchar Mandur Road(MP-MDR-l-12) & Sonda Sakdi Umraeth Bakhatgarh Road (MP-MDR-18-14)

7. SUBSIDIARY COMPANIES

The Company have a Subsidiary Companies. All the Subsidiaries involvedin the business of developing the infrastructure and Renewables at pan India. The mainlycompany doing an ease of business for Build developing Maintaining of highways bridgesand roads. MI Solar (I) Private Limited is engage in Business of Renewable energy throughsolar generation trading and transmitting etc. The Company having following subsidiariesduring the year end.

• Madhav (Aaron Sindh Road) Private Limited • *RB Realestate Private Limited
• Badi Baktara Toll Private Limited • *Madhav Heights Private Limited
• MI Solar (I) Private Limited • *Madhav Urja Private Limited
• Madhav Industrial Park Private Limited

* The mentioned Companies are under the process of Amalgamation withthe Madhav Infra Projects Limited

In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statement Company which form part of this Annual Report.A detailed financial statement containing of Subsidiaries in prescribed format AOC-1 hasbeen annexed as Annexure - A to this report.

8. CREDIT RATING

Your Company has been assigned a rating of CARE BBB- (Minus) for LongTerm Bank Limits of Rs. 124.97 Crores and Long term/Short term Rs. 355.92 Crores CARE BBB-(Minus) /CARE A3. This credit rating assigned by CARE for the short term is CARE A3. Therated LOC carries lowest credit risk. The rating is assigned by CARE.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required in Regulation 34of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed to this Annual Report.

10. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss offire riot earthquake terrorism loss of profits etc. and other risks which considerednecessary by the management.

11. FIXED DEPOSITS

The Company has not accepted any Deposit as defined under section 73 ofthe Companies Act 2013 and rules framed thereunder from the members or the general Publicas on March 31 2022. There are no small depositors in the Company.

12. PARTICULARS OF LOANS GAURANTEES AND INVESTMENTS

The Company has disclosed the full particulars of the loans giveninvestments made or guarantees given or security provided as required under Section 186 ofthe Companies Act 2013 Regulation 34(3) and Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 in Note No. 4 and 49 forming part of thefinancial statements.

13. LISTING OF SECURITIES OF THE COMPANY

Your Company is listed in Bombay Stock Exchange ("BSE")Limited and having Scrip Code is 539894. The Company has paid the Annual Listing Fees tothe Stock Exchange as required.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirmand submit the Directors' Responsibility Statement:—

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records for safe guarding the assets of the company andfor preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls which areadequate and operating effectively.

"Internal Financial Controls" means the policies andprocedures adopted by the company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information;

(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. BOARD EVALUATION

SEBI (Listing Obligations and Disclosers Requirements) Regulations2015 mandates that the Board has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct. The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The above criteria arebased on the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India on January 5 2017.

The performance of the committees was evaluated by the Board afterseeking inputs from the committee members. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings. The Chairman was also evaluated on the key aspects of his role. In a separatemeeting of Independent Directors performance of non-independent directors performance ofthe Board as a whole and performance of the Chairman was evaluated taking into accountthe views of executive directors and non-executive directors.

16. NUMBERS OF BOARD MEETINGS

The Board of Directors met thirteen times during the year under review.The details of board meetings and the attendance of the directors are provided in theCorporate Governance Report.

17. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there is no change in appointment and resignation ofDirectors and Key Managerial Personal.

*On 13th August 2022 Shri Tanmay Kabra had resigned from the Post ofChief Financial Officer of the Company and Shri Rajendra Rana has been appointed as ChiefFinancial Officer with effect from 13th August 2022.

The Company had obtain certificate from the Practicing CompanySecretary on None of the Directors are disqualified Pursuant to Regulation 34(3) andSchedule V Para C Clause (10) (i) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexure to the CorporateGovernance Report.

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committeeand the Board for approval. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseen and repetitive nature. The transactions enteredinto pursuant to the omnibus approval so granted are placed before the Audit Committee andthe Board of Directors for their review and approval on a quarterly basis.

All contracts/arrangements/transactions entered by the Company duringthe previous financial year with the related parties were in the ordinary course ofbusiness and on arm's length basis. The above disclosures on material transactionsare based on threshold of 10 percent of consolidated turnover and considering wholly ownedsubsidiaries are exempt for the purpose of Section 188(1) of the Act. The Company has madefull disclosure of transaction with the related parties as set out in Note no. 49 of theStandalone Financial Statement forming part of Annual Report.

MIPL

The Company in terms of the Regulation 23 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 submit within 30 days from thedate of publication of its Standalone and Consolidated financial results for the halfyear disclosure of related party transaction on consolidated basis in the formatspecified in the relevant accounting standards to the stock exchanges. The saiddisclosures can be accessed on the website of the Company at http://madhavcorp.com/Certificateregulation23(9).html. The Company's policy on Materialityof Related Party Transactions is available on the website of the Company.

Particulars of contracts or arrangements with related parties referredto in Section 188 (1) of the Companies Act 2013 in the prescribe Form AOC- 2 has beenannexed herewith as Annexure - B to this report.

19. ANNUAL RETURN

In Accordance with the Companies Act 2013 and applicable rulesthereunder the Annual Return in the prescribed format is available athtttp://www.madhavcorp.com/investor/annualreport.html.

20. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complyingwith the requirements of applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India and that such systems were adequate and operatingeffectively.

21. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as prescribed under Section 134 (3)(m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 is given as per'Annexure C' and forms part of the Directors' Report.

22. AUDITOR'S AND THEIR REPORT

M/s. Bipin & Co. Chartered Accountants (Registration No. 101509W)who were appointed as the Statutory Auditors of the Company at the 28th Annual GeneralMeeting of the Company for the year 2021-22 for their first year to five financial yearsi.e. till the 33rd AGM.

The Auditors report for financial year ended on March 31 2022 does notcontain any qualification reservation or adverse remark. The Auditors report enclosedwith the financial statements in the Annual Report.

23. SECRETARIAL AUDITORS

Mr. Haresh Kapuriya of M/s. KH & Associates Practicing CompanySecretaries was appointed to conduct secretarial audit of the Company for the year endedon March 31 2022 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The Secretarial Audit Report given by Secretarial Auditors in Form No. MR-3has been annexed herewith as Annexure -D to this report.

The Board has appointed Mr. Haresh Kapuriya of M/s. KH &Associates Practicing Company Secretaries as secretarial auditor of the Company.

24. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards forcorporate governance. Report on Corporate Governance and a Certificate from thesecretarial Auditors M/s. K H & Associates Practicing Company Secretary regardingcompliance of the conditions of Corporate Governance as stipulated in Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has been annexedherewith as Annexure - E to this report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR policy as provided under Section 135 ofthe Companies Act 2013. The Company is committed to discharging its social responsibilityas a good corporate citizen. The Corporate Social Responsibility Report has been annexedherewith as Annexure- F to this report.

26. SIGNIFICANT AND MATERIAL EVENTS AND ORDERS

There are no significant and material orders passed by any regulator orcourt or tribunal impacting the going concern status and your Company's operations infuture. The Company had issued the Convertible Equity Warrants of Rs. 13.35 Crore toredemption of the Preference Shares of the Company. The Company had utilized full proceedsamounts for redemption of preference shares.

27. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Boardthat they fulfil all the requirements as to qualify for their appointment as anIndependent Director under Section 149 (7) of the Companies Act 2013 that he meets thecriteria of independence laid down in Section 149(6) of the Companies Act 2013 andregulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

28. FAMILIARIZATION PROGRAME FOR INDEPENDENT DIRECTORS

Your company organizing Familiarization programme time to time forIndependent Directors newly appointed. Further your Company issue a formal letter ofappointment delineation his/her Role Function Duties and Responsibilities.

29. PARTICULARS OF EMPLOYEES

None of the employee was drawing in excess of the limits prescribeunder section 197 (12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been annexedherewith as Annexure - G to this report.

30. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandate to formulations of certain policies for all listed Companies.Accordingly the Company has formulated the Policies for the same as the Company believedto retain and encourage high level of ethical slandered in business transactions. All ourCorporate Governance Policies are available on our website www.madhavcorp.com.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH ACT) and has also created anInternal Complaints Committee who directly reports to the Chairman & ManagingDirector. During the financial year ended March 31 2022 the Company has not received anycomplaints pertaining to sexual harassment.

32. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelmingco-operation and assistance received from investors customers business associatesbankers vendors as well as regulatory and governmental authorities. Your Directors alsothank the employees at all levels our consistent growth was made possible by their hardwork solidarity cooperation and support.

For and on behalf of the Board of Directors
Madhav Infra Projects Limited
Date: August 13 2022 Ashok Khurana
Place: Vadodara Chairman
[DIN:00003617]

.