The Directors are pleased to present their 30th Annual Report on the business andoperations of the Company together with the Audited Accounts for the financial year endedMarch 31 2019.
(Rs. in million)
|Particulars || |
| ||31.03.2019 ||31.03.2018 |
|Revenue from Operations ||769.57 ||700.49 |
|Earnings before Interest Taxes and Depreciation& Amortization ||120.74 ||56.64 |
|Less: Finance Costs ||12.99 ||10.78 |
|Less: Depreciation & Amortization ||47.60 ||24.24 |
|Profit before Tax ||60.15 ||21.62 |
|Less: Tax Expense ||14.03 ||3.63 |
|Profit for the period from continuing Operations ||46.12 ||17.99 |
|Profit/Loss before tax from discontinued Operations ||0.00 ||0.00 |
|Tax Expense of discontinued Operations ||0.00 ||0.00 |
|Profit/Loss from discontinued operations after tax ||0.00 ||0.00 |
|Total Profit for the period ||46.12 ||17.99 |
|Other Comprehensive Income(net of tax) ||0.00 ||0.00 |
|Total Comprehensive Income ||46.12 ||17.99 |
|Earning Per Share ||5.15 ||2.01 |
Note: Madhav Natural Stone Surfaces Private Limited ("MNSSPL") thesubsidiary company incorporated on October 12 2018 has not commenced commericaloperations as a result there is no revenue and expense as at March 31 2019. So theconsolidated financial highlights are not presented herein above.
Your Company's performance during the year under report has overall improved.
Revenue from operations increased by 9.87% from Rs. 700.49 million in 2017-2018 to Rs.769.57 million in the 2018-2019. The Operating Profit before tax rose to Rs. 60.15 millionas against operational profit before tax of Rs. 21.62 million reported in the previousyear. Profit after Tax for the current year is Rs. 46.12 million against Rs.17.99 in theprevious year.
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatement relate on the date of this report.
Transfer to Reserves
Your Company proposes to transfer an amount of Rs. 100.00 million to the GeneralReserves.
There was no change in the share capital of the Company during the financial year2018-19.
Directors have recommended a dividend of Rs.0.25 per equity share of the face value ofRs. 10 each for the financial year 2018-2019. The proposed dividend subject to approvalof shareholders would result in appropriation of Rs. 2.70 million including dividend taxof Rs.0.46 million.
The dividend would be payable to Shareholders whose names appear in the Register ofMembers as on the Book Closure Dates.
Directors Responsibility Statement:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts for the financial year ended March 312019 applicable accounting standards have been followed and there are no materialdepartures from the same;;
b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the Profit of theCompany for the financial year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 and for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a "going concern" basis;
e) proper internal financial controls laid down by the directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.
Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure market developments performance and state ofaffairs of Company's business during the financial year 2018-19.
Subsidiaries Associates and Joint Venture Companies
The Company has one subsidiary viz. Madhav Natural Stone Surfaces Private Limitedincorporated on October 12 2018.
The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiary is given in Form AOC-1 which forms an integral part of this Report.
The Company had no joint venture or associate during the financial year 2018-19.
In compliance with Regulation 34 of the SEBI Listing Regulations a Report on CorporateGovernance along with certificate from the Statutory Auditors on its compliance forms anintegral part of this Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing (obligation andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance board committees and individual directors.
The Board's functioning was evaluated after seeking inputs from all the directors onvarious aspects including Board composition and structure effectiveness of boardprocesses manner of conducting the meetings value addition of the Board members andcorporate governance etc.
The Board and the Nomination and Remuneration committee reviewed the performance ofindividual directors on aspects such as attendance and contribution at Board/ CommitteeMeetings and guidance to the management.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.
Directors and Key Managerial Personnel
In accordance with the provisions of section 152 of the Companies Act 2013 andthe Company's Articles of Association Mr. Madhav Doshi (DIN: 07815416) Director retiresby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor re-appointment. The Board recommends his re-appointment.
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee re-appointed Mr. Prakash Kumar Verdia (DIN:02429305) and Mr.Roshan Lal Nagar (DIN: 02416642) as Independent Directors for second termof five consecutive years with effect from April 01 2019. The said re-appointment wasapproved by the members at the extra-ordinary general meeting held on March 29 2019
Pursuant to the provisions of the Companies Act 2013 ("Act") theshareholders in the 26th AGM of your Company held on August 14 2015 appointed Mr. RaviKumar Krishnamurthi (DIN: 00464622) as an Independent Non-Executive Director to holdoffice for five consecutive years for a term up to March 31 2020. Mr. Krishnamurthi iseligible for re-appointment as an Independent Non-Executive Director for a second term offive consecutive years. Pursuant to the provisions of the Act based on the recommendationof the Nomination and Remuneration Committee the Board recommends for the approval of theMembers through a Special Resolution in the 30th AGM of your Company the re-appointmentof Mr. Krishnamurthi as an Independent Non-Executive Director for secondterm of fiveconsecutive years fromApril 01 2020 to March 312025.
Ms. Swati Yadav (DIN: 06572438) will complete her first term of appointment onFebruary 29 2020 as Independent Non-executive Director. Pursuant to the provisions of theAct based on the recommendation of the Nomination and Remuneration Committee the Boardrecommends for the approval of the Members through a Special Resolution in the 30th AGM ofyour Company the re-appointment of Ms. Yadav as an Independent Non-Executive Director forsecond term of five consecutive years from March 01 2020 to February 28 2025.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of section 2(51) and 203 of the Act the keymanagerial personnel of the Company are:
Mr. Madhav Doshi CEO and Managing Director
Mr. Sudhir Doshi Whole Time Director
Mr. S. Panneerselvam Chief Financial Officer
Ms. Priyanka Manawat Company Secretary
Number of Meetings of the Board
The details of the number of meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report.
Auditors and Auditors' Report
As per Section 139 of the Companies Act 2013 ('the Act') read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in the 28th Annual GeneralMeeting approved the appointment of M/s. L.S. Kothari & Co. Chartered Accountants(Firm Registration No. 001450C) as the Statutory Auditors of the Company for an initialterm of 5 years i.e. from the conclusion of 28th Annual General Meeting till theconclusion of 33rdAnnual General Meeting of the Company. Pursuant to amendments in Section139 of the Companies Act 2013 the requirements to place the matter relating to suchappointment for ratification by members at every annual general meeting has been omittedwith effect from May 07 2018
M/s L.S. Kothari & Co. Chartered Accountants has furnished a certificate of theireligibility and consent under Section 139 and 141of the Act and the Companies (Audit andAuditors) Rules 2014 for their continuance as the Auditors of the Company for thefinancial year 2019-20.
The Report given by Statutory Auditors on the financial statement of the Company forthe year 2018-2019 is part of the Annual Report. There has been no qualificationreservation or adverse remark or disclaimer in their Report.
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company engagedthe services of Mr. Ronak Jhuthawat (CP No. 12094) Company Secretary in PracticeUdaipur to conduct the Secretarial Audit of the Company for the financial year ended March31 2019. The Report given by the Secretarial Auditor forms integral part of this Reportand does not contain any qualification reservation or adverse remark.
Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure III which forms an integral part ofthis Report.
Particulars of Contracts Arrangements or Transactions with Related Parties.
During the financial year ended March 31 2019 all the contracts or arrangements ortransactions with Related Parties were in the ordinary course of business and on an arm'slength basis and were in compliance with the applicable provisions of the Companies Act2013 and the SEBI Listing Regulations.
All related party transactions are placed before the Audit Committee and also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained as per SEBIListing Regulations for the transactions which are foreseen and are repetitive in nature.
Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 forms an integral part of this Report.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website.
Particulars of Loans Guarantees or Investments
Particulars of loans guarantees given and investments made during the year inaccordance with Section 186 of the Act forms part of the notes to the financial statementsprovided in this Annual Report. All the loans & guarantees given and investments madeare for the Business purpose.
Particulars of Employees
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and forming part of the Board's Report for the year ended March 312019 can be accessed in the manner as provided under Section 136 of the Companies Act2013. If any Member is interested in obtaining these particulars may write to the CompanySecretary at the Registered Office of the Company in this regard. Further the Company hasno person in its employment drawing remuneration in excess of limits as defined under theprovisions of Section 197 of the Companies Act 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modifications(s) orre-enactment(s) thereof for the time being in force;
Corporate Social Responsibility
As a part of CSR initiative the Company has undertaken projects mainly in the areas ofeducation infrastructure development and promoting road safety.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure II of this report in the format prescribed in The Companies(Corporate Social Responsibility Policy) Rules 2014.
Whistle Blower Policy and Vigil Mechanism
The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns about unethical behavior. YourCompany hereby affirms that no Director/employee has been denied access to the Chairman ofthe Audit Committee and that no complaints were received during the year. The said policyhas been uploaded on the website of the Company.
As per Listing Regulations constitution of Risk Management Committee is not applicableto the Company. However the Company has its own procedure for identifying the variousbusiness risks and seeks to create transparency minimize adverse impact on the businessobjectives and enhance Company's competitive advantage.
The risk management system defines the risk management approach across the enterpriseat various levels including documentation and reporting.
Policy on Prevention of Sexual Harassment at Workplace
The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace forprevention prohibition and redressal of sexual harassment at workplace in accordance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 (hereinafter referred to as "Prevention of Sexual Harassment Act").Internal Complaints Committees have also been set up to redress any such complaintsreceived.
The Company is committed to providing a safe and conducive work environment to all ofits employees and associates.
During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employees of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. The Statutory and the Internal Auditorsroutinely conduct system checks and give their report after evaluation of the efficacy andadequacy of internal control systems including controls with respect to the financialstatements its compliance with operating systems accounting procedures and policies inthe Company. Based on the report of Internal Audit the departments undertake correctiveaction in their respective areas and thereby strengthen the controls. The significantaudit observations and follow up actions thereon are reported to the Audit Committee aswell and further corrective action taken as per the inputs received from the committeemembers and the auditors.
Significant and Material Orders Passed by the Regulators / Courts if any.
There were no significant and material orders passed by the Regulators/Courts thatwould impact the going concern status of the Company and its future operations.
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders Customers Financial Institutions Banks Central and StateGovernments Stock Exchanges and the Company's valued Investors for their continuedco-operation and support received during the year.
Your Directors would also like to take this opportunity to express their appreciationfor the hard work and dedicated efforts put in by the Company's employees and look forwardto their continued contribution.
| ||For and on behalf of the Board |
| ||Ravi Kumar Krishnamurthi |
| ||Chairman |
|Udaipur May 28 2019 ||DIN: 00464622 |
Annexure I to the Directors' Report
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo required under the Companies (Accounts) Rules 2014
A. Conservation of Energy
The plant installed by the Company is of latest technology and is energy efficient. TheCompany is taking steps on continuous basis to examine and implement fresh proposals forconservation of energy and minimize its use by regularly monitoring consumption andimproved maintenance of the existing systems. 55% of Company's power requirement is met bynon-conventional source i.e. Windmill.
B. Technology Absorption
The Company is continuously updating itself to standardize and install latest requiredmachinery for manufacturing quality control management improvement and cost reduction.
The Company during the year under review has not carried out any activity which can beconstrued as Research & Development..
C. Foreign Exchange Earning & Outgo:
(Rs. in millions)
|Particulars ||2018-2019 ||2017-2018 |
|Foreign Exchange Earned ||641.91 ||617.05 |
|Foreign Exchange used ||60.80 ||63.97 |
| ||For and on behalf of the Board |
| ||Ravi Kumar Krishanmurthi |
| ||Chairman |
|Udaipur May 28 2019 ||DIN: 00464622 |