Madhav Infra Projects Limited
Your Directors have pleasure in submitting their 26th Annual report on the business andoperations of the Company along with the Audited Balance Sheet and Profit & LossAccounts for the year ended March 31 2019.
1. FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
| || || |
(Rs. in Crore) except per equity share data
|Particulars ||Year Ended on 31.03.2019 ||Year ended on 31.03.2018 ||Year Ended on 31.03.2019 ||Year ended on 31.03.2018 |
| ||Standalone Results ||Consolidated Results |
|Net Sales/ Income from Operation ||299.11 ||306.89 ||325.62 ||508.15 |
|Other Income ||3.17 ||12.04 ||3.44 ||3.67 |
|Total Income ||302.28 ||318.93 ||329.06 ||511.82 |
|Profit before interest Depreciation & ||64.75 ||68.81 ||68.47 ||111.33 |
|Tax || || || || |
|Less Interest (Financial Cost) ||34.92 ||35.54 ||38.81 ||59.37 |
|Depreciation ||25.78 ||26.80 ||29.66 ||51.96 |
|Profit Before Tax ||4.05 ||6.47 ||6.36 ||8.08 |
|Less Previous years Adjustments ||- ||0.67 ||- ||0.23 |
|Provision for Wealth Tax ||- ||- ||- ||- |
|Provision for Current year Income Tax ||0.78 ||(1.19) ||1.28 ||(0.05) |
|Net Profit after tax ||3.27 ||6.99 ||5.07 ||8.14 |
|Add: Balance carried from Profit & Loss A/c ||- ||- ||- ||- |
|Less: Provision for earlier year taxa- tion ||- ||- ||- ||- |
|Minority Interest ||- ||- ||0.07 ||0.37 |
|Net Profit after tax and adjustments ||3.27 ||6.99 ||5.14 ||7.80 |
|Dividends: Interim Dividend ||- ||- ||- ||- |
|Dividends: Final Dividend (Proposed) ||- ||- ||- ||- |
|Transferred to general Reserve ||3.27 ||6.99 ||5.14 ||7.80 |
|Balance carried to the balance sheet || || || || |
|EPS (Basic) ||5.10 ||10.92 ||16.61 ||12.17 |
|EPS (Diluted) ||5.10 ||10.92 ||16.61 ||12.17 |
2. TRANSFER TO RESERVES
The Board of Directors have decided to transfer the net profit after tax andadjustment for FY 2018-19 in the General Reserve account.
3. OPERATION AND PERFORMANCE REVIEW
The Company recorded revenues of Rs. 302.28 in the year under review as against Rs.318.93 Crore in the previous year. The Company took several initiatives during the lastfinancial year such as strengthening its presence across the present operating areascapitalize on new opportunities that helped in achieving and consolidating growth. Thegrowth in revenues was negative on y-o-y basis due to implication of GST. The EBIDTA forthe year was Rs. 64.75 Crore as compared to Rs. 68.81 Crore in the previous year. TheProfit after tax was Rs. 3.27 crore against Rs. 6.99 Crore for the previous year. TheCompany's net worth touched Rs. 136.30 Crore as on March 31 2019 from Rs. 133.04 Crore ason March 31 2018.
The Company recorded revenues of Rs. 329.06 Crore in the year under review as againstRs. 399.73 Crore in the previous year. The Company took several initiatives during thelast 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 negative on y-o-y basis. The EBIDTA for the year was Rs. 68.47Crore as compared to Rs. 111.33 Crore in the previous year. The Profit after tax was Rs.5.14 crore against Rs. 7.80 Crore for the previous year. The Company's consolidated networth touched Rs. 127.16 Crore as on March 31 2019 from Rs. 125.69 Crore as on March 312018.
Deferred Tax (refer to note no. 7 of the financial statements and point no. 7 ofthe Auditors Report) Company has declared unaccounted income before Income tax SettlementCommission ("ITSC") for the Block period (6 year period) ended in FY 2016-17 ofRs.25.81 crore and has paid tax of Rs.5.64 crore by recovery from Tax refund againstexcess of TDS Deducted over tax payable of the company. The Income was declared pursuantto action u/s 132 against the company in FY 2016-17. However the declared income net oftax paid thereon has not been accounted for in its books of accounts till FY 2019 due toun-concluded proceedings before ITSC which are yet to reach their finality and areexpected to be concluded in FY 2019-20.
The management has decided to account for such declared income net of tax disclosed inthe accounts of the company only in the year of settlement and subsequent assessmentproceedings.
The carry forward of deferred tax asset/liability shall also be impacted on account ofthe unaccounted income declared before tax authorities and its finalisation thereof andhence the final figure of deferred tax asset shall be ascertainable with certainty onlyafter finalisation of undeclared income and tax thereon on conclusion of proceedings inITSC and assessment thereafter. Hence the management has neither ascertained nor providedfor deferred tax asset or liability for the financial year ended 31/03/2019.
Your Directors feel that it is prudent to plough back the profits for future growthof the Company and do not recommend any dividend for the year ended March 31 2019.
Your Directors have not recommended dividend for the period ended March 31 2019.
5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 there is no unclaimed dividenddue for remittance to the Investor Education and Protection Fund established by theCentral Government.
6. PROJECT IMPLEMENTATION
During the year under review Your Company has various projects through variousclients were as under:
EPC work for Development of Agar- Sarangpur Road on OMT basis in the state ofMadhya Pradesh through SPV viz. Sarangpur Agar Road Pvt. Ltd.
EPC work for Development of Badi- Baktara Shahganj Road on OMT basis inthe state of Madhya Pradesh through SPV viz. Badi Baktara Toll Pvt. Ltd.
EPC work for Development of Khalghat - Manawar Road on OMT basis in the state ofMadhya Pradesh through SPV viz. Khalghat Manawar Toll Pvt. Ltd.
EPC work for Reconstruction of High level Bridge over Bina River & DhasanRiver with approach Roads on NH-86 at Bhopal- Sanchi- Sagar Road in the state of MadhyaPradesh.
Civil Contract of Widening and Reconstruction of Bandri- Jaruwakheda Nirtala Mandi- Bamora Damoh- Hindori-ya- Patera Prithvipur- Niwari Ajaygarh Toriya- Bariyapur and Palera-Baldeogarh in the state of Madhya Pradesh.
Civil works for Auditorium Building and Chemical Teal Storage Building also tocomplete the left over job of Road and other civil structures work including Road Gateand balance civil work for M/s ONGC Petro Additions Limited at Dahej Gujarat.
Civil and Structural work for various utilities and off sites for revamp andcapacity enhancement project at M/s. Bharat Oman Refineries Limited Bina (MP).
Supply and Commencing Rooftop Solar Photovoltaic Systems projects of 12 MW inthe state of MP 5 MW projects at various states viz. Gujarat Rajasthan and Karnataka.
Widening and Reconstruction of Madhya Pradesh Major District Roads Up-gradationProject (MPMDRUP) Package No. P-18: Khalwa to Dedatalayi Road (MP-MDR-19-22).
Widening and Reconstruction 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 Ah-medpura Road (Part 1)(MP-MDR-23-09) Bhojapura Ahmedpura Road (Part 2) (MP-MDR-26-06) and Doraha - Ahmad-purRoad (MP-MDR-26-05).
Construction of Bridges on State Highways and Major district Road in BhopalMadhya Pradesh.
Supply Installation Testing Commissioning and Comprehensive AMC of on-gridSolar PV Power Plants at Bhopal BP 50 KW Guna BP 100 KW Ujjain BP 80 KW and Raipur BP 80 KW.
EPC of 550 kWp On Grid Roof Mounted Captive Solar Power Project at GujaratRefinery.
7. SUBSIDIARY COMPANIES
The Company have a Subsidiary Companies. All the Subsidiaries involved in thebusiness of developing the infrastructure in the state of Madhya Pradesh in India. Themainly company doing an ease of business for Build developing Maintaining of highwaysbridges and roads. MI Solar (I) Private Limited and SJ Green Park Energy Private Limitedthe Companies engage in Business of Renewable energy through solar generation trading andtransmitting etc. The Company having following subsidiaries mentioned below.
MI Solar (I) Private Limited
S J Green Park Energy Private Limited
Badi Baktara Toll Private Limited
In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statement Company which form part of this Annual Report. Adetailed 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+ (Plus) for Long Term BankLimits of Rs. 174.65 Crores and Long term/Short term Rs. 375 Crores CARE BBB+ (Plus) /CAREA3+(Plus). This credit rating assigned by CARE for the short term. The rated LOC carrieslowest credit risk. The rating is assigned by CARE.
9. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required in Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisAnnual Report.
10. INSURANCE & RISK MANAGEMENT
The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc. and other risks which considered necessary bythe management.
The Company has not accepted any Deposit as defined under section 73 of theCompanies Act 2013 and rules framed thereunder from the members or the general Public ason March 31 2019. There are no small depositors in the Company.
12. PARTICULARS OF LOANS GAURANTEES AND INVESTMENTS
During the year your Company have not given Loan or any Guarantee or provided anySecurity or made any investment which covered under section 186 of the Companies Act2013.
13. LISTING OF SECURITIES OF THE COMPANY
Your Company get listed in Bombay Stock Exchange ("BSE") Limitedand having Scrip Code is 539894.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) the Board confirm and submitthe Directors' 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 for safeguarding the assets of the company and for preventing anddetecting 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 which are adequate andoperating 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 assets theprevention 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 with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. BOARD EVALUATION
SEBI (Listing Obligations and Disclosers Requirements) Regulations 2015 mandatesthat the Board has carried out an annual evaluation of its own performance Boardcommittees and individual directors pursuant to the provisions of the Act. The performanceof the Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members. The Board and the Nomination and Remuneration Committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings. The Chairmanwas also evaluated on the key aspects of his role. In a separate meeting of IndependentDirectors performance of non-independent directors performance of the Board as a wholeand performance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.
16. NUMBERS OF BOARD MEETINGS
The Board of Directors met five times during the year under review. The details ofboard meetings and the attendance of the directors are provided in the CorporateGovernance Report.
17. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Shri Amit A. Khurana was resigned from the post of ManagingDirector and Smt. Neelakshi Amit Khurana Director was resigned with effect from May 092019. Shri Vinit Omprakash Rathi and Shri Nevil Rameshbhai Savjani Independent Directorwas resigned with effect from August 14 2018.
Smt. Rasika V. Chauhan was appointed as Additional Director with effect from November18 2017 who was appointed as Director with effect from September 29 2019 later on shewas resigned from the post of Director with effect from February 15 2019. Ms. Pooja R.Shah was appointed as Independent Director to the Board with effect from September 292019.
Shri Ashok M. Khurana has been appointed to the Board with effect from February 142019 holding position as chairman and Shri Amit Khurana appointed as Managing Directorwith effect from February 14 2019.
Smt. Neelakshi Khurana was appointed as Manager with effect from September 29 2019later on she was resigned from the post of Manager with effect from February 15 2019.
18. RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committee and the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are placed before the Audit Committee and theBoard of Directors for their review and approval on a quarterly basis. Allcontracts/arrangements entered by the Company during the previous financial year with therelated parties were in the ordinary course of business and on arm's length basis. Theabove disclosures on material transactions are based on threshold of 10 percent ofconsolidated turnover and considering wholly owned subsidiaries are exempt for the purposeof Section 188(1) of the Act. Particulars of contracts or arrangements with relatedparties referred to in Section 188 (1) of the Companies Act 2013 in the prescribe FormAOC- 2 has been annexed herewith as Annexure - B to this report.
19. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT- 9 prescribed as under Section 134(3)(a) of the Companies Act 2013 for the year 2018-19 has been annexed herewith as Annexure- C to this report.
20. SECRETARIAL STANDARDS OF ICSI
The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.
21. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTIONS ANDFOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation ofenergy technology absorption foreign exchange earnings and outgo as prescribed underSection 134 (3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 is given as per 'Annexure D' and forms part of the Directors' Report.
22. AUDITOR'S AND THEIR REPORT
M/s. Chandrakant & Seventilal & J. K. Shah & Co. Chartered Accountants(Registration No. 101676W) who were appointed as the Statutory Auditors of the Company atthe 24th Annual General Meeting of the Company for the year 2016-17 for their first yearto five financial years i.e. till the 28th AGM.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 26th AGM.
The Auditors report for financial year ended on March 31 2019 does not contain anyqualification reservation or adverse remark. The Auditors report enclosed with thefinancial statements in the Annual Report.
23. SECRETARIAL AUDITORS
Mr. Hemant Valand of M/s. KH & Associates Practicing Company Secretaries wasappointed to conduct secretarial audit of the Company for the year ended on March 312019 as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report given by Secretarial Auditors in Form No. MR-3 has been annexedherewith as Annexure -E to this report.
The Board has appointed Mr. Hemant Valand of M/s. KH & Associates PracticingCompany Secretaries as secretarial auditor of the Company.
24. CORPORATE SOCIAL RESPONSIBILITY
The Company has formulated CSR policy as provided under Section 135 of theCompanies Act 2013. The Company is committed to discharging its social responsibility asa good corporate citizen. The Corporate Social Responsibility Report has been annexedherewith as Annexure- F to this report.
25. CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporategovernance. Report on Corporate Governance and a Certificate from the secretarial AuditorsM/s. K H & Associates Practicing Company Secretary regarding compliance of theconditions of Corporate Governance as stipulated in Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been annexed herewith as Annexure- G to this report.
26. SIGNIFICANT AND MATERIAL EVENTS AND ORDERS
In the financial year 2016-17 Income Tax department carried out search u/s 132 andsurvey u/s 133A of the Income Tax Act 1961 at the various offices/ premises of theCompany Management believes that there would be no impact in this regards on thefinancial results of the Company.
There are no significant and material orders passed by any regulator or court ortribunal impacting the going concern status and your Company's operations in future.
27. DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors have submitted their disclosure to the Board that theyfulfil all the requirements as to qualify for their appointment as an Independent Directorunder Section 149 (7) of the Companies Act 2013 that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
28. FAMILIARIZATION PROGRAME FOR INDEPENDENT DIRECTORS
Your company organizing Familiarization programme time to time for IndependentDirectors newly appointed. Further your Company issue a formal letter of appointmentdelineation his/her Role Function Duties and Responsibilities.
29. PARTICULARS OF EMPLOYEES
None of the employee was drawing in excess of the limits prescribe under section197 (12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been annexed herewith as Annexure- H to this report.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandate to formulations of certain policies for all listed Companies. Accordingly theCompany has formulated the Policies for the same as the Company believed to retain andencourage high level of ethical slandered in business transactions. All our CorporateGovernance 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 of Women atWorkplace in accordance with The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and has also created an Internal Complaints Committeewho directly reports to the Chairman & Managing Director. During the financial yearended March 31 2019 the Company has not received any complaints pertaining to sexualharassment.
Your Directors place on record their appreciation for the overwhelming co-operationand assistance received from investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thank theemployees at all levels our consistent growth was made possible by their hard worksolidarity cooperation and support.
| ||For and on behalf of the Board of Directors |
|Date: August 05 2019 ||Ashok Khurana |
|Place: Vadodara ||Chairman |