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Madhav Infra Projects Ltd.

BSE: 539894 Sector: Infrastructure
NSE: N.A. ISIN Code: INE631R01018
BSE 05:30 | 01 Jan Madhav Infra Projects Ltd
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Madhav Infra Projects Ltd. (MADHAVINFRA) - Director Report

Company director report

To

The Members

Madhav Infra Projects Limited

Your Directors have pleasure in submitting their 25th Annual report on thebusiness and operations of the Company along with the Audited Balance Sheet and Profit& Loss Accounts for the year ended March 31 2018.

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 31.03.2018 Year ended on 31.03.2017 Year Ended on 31.03.2018 Year ended on 31.03.2017

Standalone Results

Consolidated Results

Net Sales/ Income from Operation 306.89 334.97 508.15 358.87
Other Income 12.04 3.40 3.67 2.45
Total Income 318.93 338.38 511.82 361.32
Profit before interest Depreciation & 68.81 77.29 123.68 82.87
Tax
Less Interest (Financial Cost) 35.54 33.14 55.62 39.51
Depreciation 26.80 34.06 54.63 28.71
Profit Before Tax 6.47 10.09 13.43 14.65
Less Previous years Adjustments 0.67 0.10 0.23 1.93
Provision for Wealth Tax - - - -
Provision for Current year Income Tax (1.19) 2.25 2.32 2.94
Net Profit after tax 6.99 7.74 10.88 9.78
Add: Balance carried from Profit & - - - -
Loss A/c
Less: Provision for earlier year taxa- - - - -
tion
Minority Interest - - 0.24 0.01
Net Profit after tax and adjustments 6.99 7.74 10.64 9.77
Dividends: Interim Dividend - - - -
Dividends: Final Dividend (Proposed) - - - -
Transferred to general Reserve 6.99 7.44 10.64 9.77
Balance carried to the balance sheet
EPS (Basic) 10.92 12.09 16.61 15.27
EPS (Diluted) 10.92 12.09 16.61 15.27

2. OPERATION AND PERFORMANCE REVIEW

Standalone Results

The Company recorded revenues of Rs. 318.93 Crore in the year under review as againstRs. 338.38 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 due to implication of GST. The EBIDTAfor the year was Rs. 68.81 Crore as compared to Rs. 77.29 Crore in the previous year. TheProfit after tax was Rs. 6.99 crore against Rs. 7.74 Crore for the previous year. TheCompany's net worth touched Rs. 133.04 Crore as on March 31 2018 from Rs. 119.91 Crore ason March 31 2017.

Consolidated Results

The Company recorded revenues of Rs. 511.82 Crore in the year under review as againstRs. 361.32 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 41.65% on y-o-y basis. The EBIDTA for the year was Rs. 123.68Crore as compared to Rs. 82.87 Crore in the previous year. The Profit after tax was Rs.10.88 crore against Rs. 9.78 Crore for the previous year. The Company's consolidated networth touched Rs. 141.13 Crore as on March 31 2018 from Rs. 137.02 Crore as on March 312017.

3. DIVIDEND

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 2018.

The Company issued 0% Non – Cumulative Preference Shares during the year 2017-18.Your Directors have not recommended dividend for the period ended March 31 2018.

4. 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.

5. 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 of MadhyaPradesh through SPV viz. Sarangpur Agar Road Pvt. Ltd. EPC work for Development of Badi-Baktara – Shahganj Road on OMT basis in the state of Madhya Pradesh through SPV viz.Badi Baktara Toll Pvt. Ltd. EPC work for Development of Khalghat - Manawar Road on OMTbasis in the state of Madhya Pradesh through SPV viz. Khalghat Manawar Toll Pvt. Ltd. EPCwork for Reconstruction of High level Bridge over Bina River & Dhasan River withapproach Roads on NH-86 at Bhopal- Sanchi- Sagar Road in the state of Madhya Pradesh.Civil Contract of Widening and Reconstruction of Bandri- Jaruwakheda Nirtala –Mandi- Bamora Damoh- Hindoriya - Patera Prithvipur- Niwari Ajaygarh – Toriya-Bariyapur and Palera-Baldeogarh in the state of Madhya Pradesh. Civil works forAuditorium Building and Chemical Teal Storage Building also to complete the left over jobof Road and other civil structures work for M/s ONGC Petro Additions Limited at Dahejthrough Fernas Construction (India) Private Limited. Civil and Structural work for variousutilities and off sites for revamp and capacity enhancement project at M/s. Bharat OmanRefineries Limited Bina (MP). Supply and Commencing Rooftop Solar Photovoltaic Systemsprojects of 12 MW in the state of MP 5 MW projects at various states viz. GujaratRajasthan and Karnataka. Widening and Reconstruction of Madhya Pradesh Major DistrictRoads Up-gradation Project (MPMDRUP) Package No. P-18: Khalwa to Dedatalayi Road(MP-MDR-19-22). Widening and Reconstruction of Madhya Pradesh Major District RoadsUp-gradation Project (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). Supply Installation Testing Commissioning and Comprehensive AMC ofon-grid Solar 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 SolarPower Project at Gujarat Refinery.

6. 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 SJ Green Park Energy Private Limited andMadhav Solar (J) Private Limited the Companies engage in Business of Renewable energythrough solar generation trading and transmitting etc. The Company having followingsubsidiaries mentioned below.

Madhav Infracon (BK Corridor) Private Limited

Madhav (Sehora Silodi Corridor) Highways Private Limited

Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Private Limited Madhav IndustrialPark Private Limited MI Solar (I) Private Limited S J Green Park Energy PrivateLimited Khalghat Manawar Toll Private Limited Badi Baktara Toll PrivateLimited Sarangpur Agar Road Private Limited Madhav Solar (J) Private Limited

During the year the Board reviewed the affairs of the Subsidiaries and also noting ofthe order passed by the Hon'ble National Company Law Tribunal Ahmedabad pursuant toAmalgamation of MSK Projects (India) (JV) Limited wholly owned subsidiary Company withthe Madhav Infra Projects Limited the Holding Company. The Company has already fillede-form INC 28 to the Registrar of Companies for intimating the order of Amalgamation. TheEffect of Authorised Capital yet not given by the Registrar as the form was pending forapproval.

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.

7. CREDIT RATING

Your Company has been assigned a rating of CARE BBB+ (Plus) for Long Term BankLimits of Rs. 182.13 Crores and Long term/Short term Rs. 380 Crores CARE BBB+ (Plus) /CAREA2+(Plus). This credit rating assigned by CARE for the short term. The rated LOC carrieslowest credit risk. The rating is assigned by CARE.

8. 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 andforming part of the Directors' Report.

9. 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.

10. DEPOSITS

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 2017. There are no small depositors in the Company.

11. PARTICULARS OF LOANS GAURANTEES AND INVESTMENTS

During the year your Company have given Loan or any Guarantee or provided any Securityor made any investment which covered under section 186 of the Companies Act 2013. TheCompany has not provided any loans during the year. During the year the Company has givenGuarantees due to increase in loan of the Company's mentioned herein as under:

Sr. No. Name of the Company Amount
1 Madhav (Sehora Silodi Corridor) Highways Private Limited 6663.51
2 MI Solar (India) Private Limited 1012.98
3 S J Green Park Energy Private Limited 3049.78

During the year the Company has not made an Investment. The Company has initiateInvocation of the Shares of S J Green Park Energy Private Limited in which Company hasprovided loan. The Invocation made as per the Share Pledge Agreement executed by theCompany in the year 2012.

12. LISTING OF SECURITIES OF THE COMPANY

Your Company get listed in Bombay Stock Exchange ("BSE") Limitedand having Scrip Code is 539894.

13. 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 annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period; (c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities; (d) the directors had prepared the annualaccounts on a going concern basis; and (e) the directors had laid down internal financialcontrols which are adequate and operating effectively. "Internal FinancialControls" means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information; (f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

14. 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 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 performance of thecommittees was evaluated by the Board after seeking inputs from the committee members. TheBoard and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings. The Chairman was also evaluatedon the key aspects of his role. In a separate meeting of Independent Directorsperformance of non-independent directors performance of the Board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.

15. NUMBERS OF BOARD MEETINGS

The Board of Directors met Six times during the year under review. The details ofboard meetings and the attendance of the directors are provided in the CorporateGovernance Report.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year there has no change in Directors and Key Managerial Personalexcept Ms. Rasika Chau-han has been appointed as Additional Director with effect fromNovember 18 2017.

MIPL

17. 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.

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.

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.

18. 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 2017-18 has been annexed herewith as Annexure- C to this report.

19. 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.

20. 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.

The Auditors report for financial year ended on March 31 2018 does not contain anyqualification reservation or adverse remark. The Auditors report enclosed with thefinancial statements in the Annual Report.

21. 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 312018 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.

22. 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. As part of its social responsibility the Company has conductedhealth awareness programme and immunization camps in the peripheral slum areas of Vadodarafor the poor section of the society. The Corporate Social Responsibility Report has beenannexed herewith as Annexure- F to this report.

23. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporategovernance. Report on Corporate Governance and a Certificate from the Statutory AuditorsM/s. Chandrakant & Seventilal & J. K. Shah & Co. Chartered Accountants(Registration No. 101676W) regarding compliance of the conditions of Corporate Governanceas stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been annexed herewith as Annexure - G to this report.

24. 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.

25. 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.

26. 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.

27. 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.

28. POLICIES

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.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 The Company has adopted policy on Prevention of SexualHarassment of Women at Workplace in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and has also created anInternal Complaints Committee headed by Mrs. Neelakshi Khurana Director of the Companywho directly reports to the Chairman & Managing Director. During the financial yearended March 31 2018 the Company has not received any complaints pertaining to sexualharassment.

30. ACKNOWLEDGEMENT

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 14 2018

Rasika Chauhan

Place: Vadodara

Director

Annexure E