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Madhav Marbles and Granites Ltd.

BSE: 515093 Sector: Others
NSE: MADHAV ISIN Code: INE925C01016
BSE 00:00 | 25 Nov 42.40 -0.55
(-1.28%)
OPEN

42.80

HIGH

43.00

LOW

42.15

NSE 00:00 | 25 Nov 42.25 -0.60
(-1.40%)
OPEN

43.00

HIGH

43.00

LOW

41.45

OPEN 42.80
PREVIOUS CLOSE 42.95
VOLUME 1203
52-Week high 64.40
52-Week low 37.05
P/E 68.39
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.80
CLOSE 42.95
VOLUME 1203
52-Week high 64.40
52-Week low 37.05
P/E 68.39
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Madhav Marbles and Granites Ltd. (MADHAV) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the 32ndAnnual Report of the Company along with the audited financial statements (standalone andconsolidated) for the financial year 2020-21.

(Rs. in million)

Particulars Standalone Consolidated
FY 2019-2020 FY 2018-2019 FY 2019-2020 FY 2018-2019
Revenue from Operations 618.89 602.85 620.19 603.05
Profit before Tax 45.16 31.84 8.71 29.51
Profit after Tax 43.20 21.82 6.21 20.03
Share of Net Profit of associates - - (10.56) -
Other Comprehensive Income(net of tax) 0.00 0.00 0.00 0.00
Total Comprehensive Income 43.20 21.82 (4.35) 20.03
Attributable to:
Shareholders of the company 43.20 21.82 9.18 20.74
Non-Controlling Interest - - (13.53) (0.72)
Earning Per Share (EPS) 4.83 2.44 (0.49) 2.24

Overview of Company's Financial Performance:

On standalone basis

Your Company's standalone total revenues were Rs. 663.99 million asagainst Rs. 670.09 million in the previous year. Profit before tax stood at Rs.45.16million in FY 21 against Rs. 31.84 million in FY 20; profit after tax for FY 21 was Rs.43.20 million compared to Rs. 21.82 million in the previous year.

Consolidated revenues

Your Company's consolidated total revenues were Rs. 654.16 million inFY 21 in comparison with Rs. 670.29 lakhs in FY 20. The Company's profit before Tax stoodat Rs. 8.71 million as against Rs.29.51 million in FY 20

Economic and Business scenario

The adverse economic impact of the COVID 19 pandemic across sectorscharacterized the performance of business and industry last year. The need for protectionbecame predominant as the global economy encountered one of its biggest challenges. Ascountries entered into lockdowns global commerce declined and the global economy de-grewfor the first time in years. Your Company had monitored the situation closely andoperations were being ramped up in a phased manner taking into account the directives ofthe government.

During the year under review the Company has done quite well in notonly limiting its downside but also in posting relatively better results when compared toprevious year.

Scarcity of Raw Material continues to be a biggest challenge withcontinual closure of quarries for almost six year in a row. Presently the Industry alsofacing Shipment challenges on account of Container/vessel unavailability and very highcontainer costs if available. We expect that the situation will normalize soon.

Subsidiary Companies

Madhav Natural Stone Surfaces Private Limited

The Company had incorporated Subsidiary Company Madhav Natural StoneSurfaces Private Limited in October 2018 for setting up of Engineered Stone Project atUdaipur Rajasthan. But later in May 2019 a U.S. producer submitted a petition in theU.S. Department of Commerce (USDOC) and the U.S. International Trade Commission (USITC) toinvestigate alleged dumping by and subsidies to Indian quartz surface producers and tolevy countervailing duty (CVD) and anti-dumping (AD) against imports from India. Due topending investigations the project at Udaipur was kept on status quo.

Final Decision by USDOC was announced on April 27 2020 in which the ADand CVD has been reduced drastically but the CVD and AD rates are subject to furtheradjustment through administrative reviews to be completed by the USDOC. Firstadministrative review for each of CVD and ADD was expected to commence in July 2021.

The Board of Subsidiary is exploring option of taking mining lease ofquartz and setting up a processing unit of Quartz powder which is used as raw material formanufacturing of engineered stone. The discussion is in very initial stages and if thebusiness option is found economical and profitable then further actions will be taken.

Madhav Ashok Ventures Private Limited

As informed to the members in 31st Annual Report Company's SubsidiaryMadhav Ashok Ventures had entered into JV with Al Khanjar Commercial Agencies LLC Omanfor setting up an Engineered Stone manufacturing unit thereat.

The JV Company was registered as Madhav Surfaces LLC (FZC) and MadhavAshok Ventures Private Limited (Subsidiary) is fifty percent stakeholder in it.

The trial run of Plant and Machinery was successfully completed andcommercial Production had commenced from June 04 2021. The Company will now be able tocater demand of Engineered Stone at US European and Middle East Markets

A statement containing salient features of the financial statements ofour subsidiaries in the prescribed Form AOC-1 is presented in a separate section formingpart of the financial statements.

Transfer to Reserves

Your Company does not propose to transfer amounts to the generalreserve out of the amount available for appropriation.

Dividend

The board has recommended a payment of dividend of Re. 0.50 per shareof the face value of Rs. 10.00 each for the financial year 2020-21. The dividend amountas above once declared at the thirty second annual general meeting will be paid to thosemembers whose names appear in the Register of Members/List of Beneficial Owners as onRecord Date.

Share Capital

The paid up share capital of the company as on March 312021 is Rs.89.47 lakhs divided into 89470000 equity shares of Rs. 10/- each. There has been no changein the paid up capital of the Company during the year under review.

Directors' Responsibility Statement:

Pursuant to section 134(3) read with section 134(5) of the Act withrespect to directors' responsibility statement the directors hereby confirm that:

(a) in the preparation of the annual accounts the applicableaccounting standards have been followed and that no material departure has been made infollowing the same;

(b) appropriate accounting policies have been selected and appliedconsistently and judgements and estimates made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

(c) proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of Act have been taken for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) internal financial controls to be followed by the Company had beenlaid down and such internal financial controls are adequate and are operating effectively;and

(f) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Condolence

We the Members of the Board wish to place on record our profoundgrief and deep sense of sorrow at the sad and untimely demise of Shri Sudhir Doshi WholeTime Director on November 30 2020. We also record our appreciation on the exemplaryservices guidance and support rendered by him at every step towards growth anddevelopment of the Company.

Directors and Key Managerial Personnel

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicableprovisions if any of the Act and the Articles of Association of the Company Mr. MadhavDoshi Executive Director of the Company is liable to retire by rotation at the ensuingAGM and being eligible have offered themselves for re-appointment.

Appointment of Additional Director designated as Whole Time Director

Pursuant to Section 149 152 161 read with Schedule IV and otherapplicable provisions of the Companies Act 2013 Companies (Appointment and Qualificationof Directors) Rules 2014 and Listing Regulations and upon recommendation of Nominationand Remuneration Committee the Board of Directors of the Company at their meeting held onFebruary 12 2021 had appointed Mrs. Riddhima Doshi (DIN: 07815378) as an AdditionalDirector designated as Whole Time Director of the Company subject to the approval of theshareholders in the Annual General Meeting for a period of three (3) years w.e.f.February 012021.

Mrs. Doshi has given consent for her appointment and has also submittednecessary disclosures with respect to his appointment.

Re-appointment of CEO and Managing Director

The Board on recommendation of the Nomination and RemunerationCommittee and after evaluating performance and considering the Company's growth under hisleadership and guidance approved reappointment of Mr. Madhav Doshi (DIN: 0715416) as CEOand Managing Director for a further term of three (3) years commencing from May 012021

Declaration by Directors

The Company has received the following declarations from all theIndependent Directors confirming that:

1. They meet the criteria of independence as prescribed under theprovisions of the Act read with the Schedule and Rules issued thereunder and the ListingRegulations. There has been no change in the circumstances affecting their status asIndependent Directors of the Company; and

2. They have registered themselves with the Independent Director'sDatabase maintained by the IICA.

None of the Directors of the Company are disqualified for beingappointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014.

Key Managerial Personnel

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

Mrs. Riddhima Doshi Additional Director designated as Whole TimeDirector Mr. S. Panneerselvam Chief Financial Officer Ms. Priyanka Manawat CompanySecretary

Number of Meetings of the Board

The details of the meetings of the Board of Directors and itscommittees convened during the financial year 2020-21 are given in the CorporateGovernance Report which forms part of this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations & Disclosure Requirements) Regulation 2015 the Board hascarried out an annual performance evaluation of its own performance of the directorsindividually as well as the evaluation of its various Committees.

The process of evaluation has been explained in the CorporateGovernance Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) is the continuing commitment bythe Company to behave ethically and contribute to economic and social development. The CSRinitiatives of the Company were under the thrust area of Infrastructure Development atSchools health & hygiene education and water management

The Annual Report on the CSR activities undertaken by the Companyduring the Financial Year under review in the prescribed format is annexed to thisReport as Annexure II.

Management Discussion and Analysis Report

A report on Management Discussion and Analysis is provided as aseparate section in the Annual Report. Statutory Auditor:

M/s. L.S. Kothari & Co. Chartered Accountants Jaipur (FirmRegistration No. 001450C) Statutory Auditors of the Company hold office till theconclusion of thirty third AGM of the Company. The Auditor's report to the shareholders onthe standalone and consolidated financial statement for the year ended March 312021 doesnot contain any qualification observation or adverse comment.

The statutory auditors' have not reported any incident of fraud to theaudit committee of the Company during the financial year 2020-21. The notes to theAccounts referred to in the auditors' report are self-explanatory and therefore do notcall for any further explanation and comments

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. Ronak Jhuthawat Proprietor Ronak Jhuthawat & Co.Company Secretaries Udaipur (Firm Reg. No.) to conduct the Secretarial Audit of theCompany for the financial year ended March 312021.

The Secretarial Audit report for the financial year ended March 312021 in Form No.MR-3 is attached as Annexure IV to this Report. The Secretarial Auditreport does not contain any qualification reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations the Companyhas obtained annual secretarial compliance report from Mr. Ronak Jhuthawat ProprietorRonak Jhuthawat & Co. Company Secretaries Udaipur (Firm Reg. No.) and the same wassubmitted to Stock Exchanges within the stipulated time.

Report on Corporate Governance

Report on corporate governance for the financial year 2020- 21 alongwith the certificate from the statutory auditors' of the Company confirming the compliancewith regulations of corporate governance under the Listing Regulations forms part of thisreport.

Annual Return

In accordance with the requirements under section 92(3) and section134(3)(a) of the Act and the applicable rules the annual return as on March 31 2021 isavailable on the website of the Companyhttps://www.madhavmarbles.com/wp-content/uploads/2021/09/Extract-of-Annual-Return-March-31-2021.pdf

Whistle Blower Policy/ Vigil Mechanism

The vigil mechanism as envisaged in the Act the rules prescribedthereunder and the Listing Regulations is implemented through the Company's WhistleBlower Policy to enable the directors and employees of the Company to report genuineconcerns to provide for adequate safeguards against victimisation who use such mechanismand make provision for direct access to the chairman of the audit committee. Details ofvigil mechanism/whistle blower are included in the report on corporate governance.

During the financial year 2020-21 no cases under this mechanism werereported.

Particulars of Contracts Arrangements or Transactions with RelatedParties

All transactions entered into with Related Parties as defined under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year were in the ordinary course of business andon arm's length basis.

All the Related Party Transactions are presented to the Audit Committeeand the Board. Prior omnibus approval is obtained for the transactions which are foreseenand repetitive in nature. A statement of all related party transactions is presentedbefore the Audit Committee and Board of Directors on a quarterly basis specifying thenature and value of the transactions.

Particulars of contracts or arrangements with related parties referredto in sub-section (1) of Section 188 are given in the prescribed form AOC -2 which formspart of Corporate Governance Report .

Particulars of Loans Guarantees or Investments

The particulars of loans guarantees and investments under Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 forthe financial year 2020-21 are given in the Notes to the standalone financial statements

Particulars of Employees

None of the employees of the company was in receipt of remuneration inexcess of limits prescribed under Rule 5(2) read with Rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Disclosure required under Section 197(12) of Companies Act 2013read with the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in Annexure -III to this Report.

Deposits

The Company has not accepted any deposit from the public during thefinancial year ended March 312021 within the meaning of section 73 and 74 of theCompanies Act 2013 read with the relevant rules.

Risk Management

Your Company continuously monitors business and operational riskthrough business processes and reviewing areas such as production finance legal andother issues. The Company's assets are adequately insured against the risk from fire andearthquake.

There is no identification of risks which may threaten the existence ofthe Company Internal financial control systems and its adequacy

The board has adopted accounting policies which are in accordance withsection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015.The policies to ensure uniform accounting treatment are prescribed to the subsidiarycompanies as well.

Company's internal control system is commensurate with its scale ofoperations designed to effectively control the operations. The internal control systemsare designed to ensure that the financial and other records are reliable for thepreparation of financial statements and for maintaining assets.

Independent Internal Auditors conduct audit covering a wide range ofoperational matters and ensure compliance with specified standards. by Internal Audit. Thefindings of Internal Audit are reviewed by the top management and by the Audit Committeeand the Board of Directors.

Other Disclosures

• None of the Directors of the Company have resigned during theyear under review;

• The Company has not issued any equity shares with differentialrights as to dividend voting or otherwise.

• There was no revision in the financial statements.

• There has been no change in the nature of business of theCompany as on the date of this report

• The Managing Director & CEO of the Company has not receivedany remuneration or commission from any of the subsidiary companies. Further the Companydoesn't have any Holding Company;

• There have been no material changes or commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear and the date of this report.

• There were no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

• The Company as required under the provisions of the "theSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act2013" has framed a Policy on Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace and matters connected therewith or incidental thereto.The Company has not received any complaint under the said policy during the year.

• No application has been made under the Insolvency and BankruptcyCode; hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference betweenamount of the valuation done at the time of onetime settlement and the valuation donewhile taking loan from the Banks or Financial Institutions along with the reasons thereofis not applicable.

Acknowledgment

Your Board of Directors would like to convey their sincere appreciationfor the support and contributions made by all the employees at all levels of the Companyfor their hard work solidarity cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customersshareholders vendors bankers business associates regulatory and government authoritiesfor their continued support.

For and on behalf of the Board
Ravi Kumar Krishnamurthi
Chairman
Udaipur September 04 2021 DIN:00464622

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