Madhav Infra Projects Limited
Your Directors have pleasure in submitting their 27th Annual report on the business andoperations of the Company along with the Audited Balance Sheet and Profit & LossAccounts for the year ended March 31 2020.
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 31.03.2020 ||Year ended on 31.03.2019 ||Year Ended on 31.03.2020 ||Year ended on 31.03.2019 |
| || |
|Net Sales/ Income from Operation ||200.34 ||299.11 ||203.53 ||325.62 |
|Other Income ||28.66 ||3.17 ||28.68 ||3.44 |
|Total Income ||229.00 ||302.28 ||232.21 ||329.06 |
|Profit before interest Depreciation & Tax ||73.14 ||64.75 ||73.70 ||68.47 |
|Less Interest (Financial Cost) ||33.80 ||34.92 ||34.16 ||38.81 |
|Depreciation ||23.17 ||25.78 ||23.87 ||29.66 |
|Profit Before Tax ||16.17 ||4.05 ||15.67 ||6.36 |
|Less Previous years Adjustments ||6.61 ||- ||6.61 ||- |
|Provision for Wealth Tax ||- ||- ||- ||- |
|Provision for Current year Income Tax ||4.96 ||0.78 ||4.93 ||1.28 |
|Net Profit after tax ||4.60 ||3.27 ||4.13 ||5.07 |
|Add: Balance carried from Profit & Loss A/c ||- ||- ||- ||- |
|Less: Provision for earlier year taxation ||- ||- ||- ||- |
|Minority Interest ||- ||- ||(0.27) ||0.07 |
|Net Profit after tax and adjustments ||4.60 ||3.27 || ||5.14 |
|Dividends: Interim Dividend ||- ||- ||- ||- |
|Dividends: Final Dividend (Proposed) ||- ||- ||- ||- |
|Transferred to general Reserve ||4.60 ||3.27 ||3.72 ||5.14 |
|Balance carried to the balance sheet || || || || |
|EPS (Basic) ||7.18 ||5.10 ||5.81 ||8.02 |
|EPS (Diluted) ||7.18 ||5.10 ||5.81 ||8.02 |
2. TRANSFER TO RESERVES
The Board of Directors have decided to transfer the net profit after tax and adjustmentfor FY 2019-20 in the General Reserve account.
3. OPERATION AND PERFORMANCE REVIEW
The Company recorded revenues of Rs. 229.00 in the year under review as against Rs.302.28 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. 73.14 Crore as compared to Rs. 64.75 Crore in the previous year. TheProfit after tax was Rs. 4.60 crore against Rs. 3.27 Crore for the previous year. TheCompany's net worth touched Rs. 140.90 Crore as on March 31 2020 from Rs. 136.30 Crore ason March 31 2019.
The Company recorded revenues of Rs. 232.21 Crore in the year under review as againstRs. 329.06 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. 73.70Crore as compared to Rs. 68.47 Crore in the previous year. The Profit after tax was Rs.3.72 crore against Rs. 5.14 Crore for the previous year. The Company's consolidated networth touched Rs. 141.72 Crore as on March 31 2020 from Rs. 127.16 Crore as on March 312019.
The Company has declared unaccounted income before Income tax Settlement Commission("ITSC") for the Block period (6 year period) ended in March 31 2020 refernote no. 47 of the financial statements. For Deferred Tax refer to note no. 19 of thefinancial statements.
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended March 31 2020. YourDirectors have not recommended dividend for the period ended March 31 2020.
5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 there is no unclaimed dividend duefor remittance to the Investor Education and Protection Fund established by the CentralGovernment.
6. PROJECT IMPLEMENTATION
During the year under review Your Company has various projects through various clientswere as under:
EPC work for Development of Badi- Baktara - Shahganj Road on OMT basis in thestate of Madhya Pradesh through SPV viz. Badi Baktara 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- Hindoriya- Patera Prithvipur- Niwari Ajaygarh - Toriya- Bariyapurand 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 Ahmed- pura Road (Part 1) (MP-MDR-23-09) Bhojapura AhmedpuraRoad (Part 2) (MP-MDR-26-06) and Doraha - Ahmadpur Road (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.
Due to spread of Novel Corona virus and consequent nationwide lockdown announced byGovernment of India on 24th March 2020 at 8:00 PM and effective from 25th March2020-14thApril 2020. The Lockdown was further extended till 3rd May 2020 (Lockdown 2)vide order dated 14th April 2020 issued by Ministry of Home Affairs. It was extended bythe Ministry of Home Affairs for a further period of two weeks w.e.f 4th May 2020 to 17thMay 2020 (Lockdown 3) and thereafter it was again extended upto to 31st May 2020(Lockdown 4) and upto 30.06.2020 vide notice issued by Ministry of Home Affairs withspecified restrictions and relaxations (Lockdown 5). During the lockdown movement ofpeople were restricted as per guidelines issued by Ministry of Home affairs. Most of thecommercial and private establishment were closed and only works from home were allowed.All non-essential public and private transport were suspended. Even if few establishmentswere allowed to be open during Lockdown 5 due to paucity of transport employees couldnot join office and visit client's office for audit purpose. Hence the work completion andimplication of the projects is also affected.
7. SUBSIDIARY COMPANIES
The Company have a Subsidiary Companies. All the Subsidiaries involved in the businessof developing the infrastructure in the state of Madhya Pradesh in 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 subsidiariesmentioned below.
Badi Baktara Toll Private Limited
MI Solar (I) 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- (Minus) for Long Term Bank Limitsof Rs. 168.85 Crores and Long term/Short term Rs. 374.04 Crores CARE BBB- (Minus) /CAREA3. This credit rating assigned by CARE for the short term. The rated LOC carries lowestcredit 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 the CompaniesAct 2013 and rules framed thereunder from the members or the general Public as on March31 2020. 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 is listed in Bombay Stock Exchange ("BSE") Limited and havingScrip Code is 539894.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) the Board confirm and submit theDirectors' 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 and procedures adopted bythe company for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand 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 Devendra Shah Director was resigned with effect from February14 2020.
Shri Mangilal Singhi was Resigned from the post of Chief Financial Officer of theCompany with effect from December 18 2019 upon that Shri Tanmay Kabra was appointed asChief Financial Officer of the Company with effect from December 23 2019.
The Company had obtain certificate from the Practicing Company Secretary on Non of theDirectors are disqualified Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexure to the Corporate Governance Report.
18. RELATED PARTY TRANSACTIONS
All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board ofDirectors for their review and approval on a quarterly basis.
All contracts/arrangements entered by the Company during the previous financial yearwith the related parties were in the ordinary course of business and on arm's lengthbasis. The above disclosures on material transactions are based on threshold of 10 percentof consolidated turnover and considering wholly owned subsidiaries are exempt for thepurpose of Section 188(1) of the Act.
Particulars of contracts or arrangements with related parties referred to in Section188 (1) of the Companies Act 2013 in the prescribe Form AOC- 2 has been annexedherewith 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 2019-20 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 of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134 (3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is given as per 'Annexure D' and formspart 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 27 th AGM.
The Auditors report for financial year ended on March 31 2020 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 312020 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 the CompaniesAct 2013. The Company is committed to discharging its social responsibility as a goodcorporate citizen. The Corporate Social Responsibility Report has been annexed herewith asAnnexure- F to this report.
25. CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. K H& Associates Practicing Company Secretary regarding compliance of the conditions ofCorporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has been annexed herewith as Annexure - G tothis 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 pursuant to this the Company had disclosed the Income before Income TaxSettlement Commission (ITSC) and by order dated 05/11/2019 ITSC accepted the undisclosedincome which is mentioned under the head of Other Income' in the financialstatement for the year ended on March 31 2020.
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. TheCompany was sub-divided face value of Equity Shares i.e. Rs.10 to Rs.1/- each fully paidup with effect from April 28 2020. The Company has also considered the Bonus Issue ofShares.
27. DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors have submitted their disclosure to the Board that they fulfilall the requirements as to qualify for their appointment as an Independent Director underSection 149 (7) of the Companies Act 2013 that he meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and regulation 25 of SEBI (ListingObligation 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 section 197(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 2015 mandateto formulations of certain policies for all listed Companies. Accordingly the Company hasformulated the Policies for the same as the Company believed to retain and encourage highlevel of ethical slandered in business transactions. All our Corporate Governance Policiesare 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 at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 (POSH ACT) and has also created an Internal Complaints Committeewho directly reports to the Chairman & Managing Director. During the financial yearended March 31 2020 the Company has not received any complaints pertaining to sexualharassment.
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and governmental authorities. Your Directors also thank the employeesat all levels our consistent growth was made possible by their hard work solidaritycooperation and support.
| ||For and on behalf of the Board of Directors |
| ||Madhav Infra Projects Limited |
|Date: September 15 2020 ||Ashok Khurana |
|Place: Vadodara ||Chairman |
| ||[DIN:00003617] |