Your Directors have pleasure in presenting the Thirty First Board Report on theCompany's business and operations together with audited financial statements for thefinancial year ended March 31 2020.
(Rs. in million)
|Particulars ||Standalone ||Consolidated |
| ||FY 2019-2020 ||FY 2018-2019 ||FY 2019-2020 ||FY 2018-2019 |
|Revenue from Operations ||602.85 ||769.57 ||603.05 ||769.57 |
|Profit before Tax ||31.84 ||60.15 ||29.51 ||60.15 |
|Profit after Tax ||21.82 ||46.12 ||20.03 ||46.12 |
|Other Comprehensive Income(net of tax) ||0.00 ||0.00 ||0.00 ||0.00 |
|Total Comprehensive Income ||21.82 ||46.12 ||20.03 ||46.12 |
|Earning Per Share ||2.44 ||5.15 ||2.24 ||5.15 |
Your Company's income from operations during the year under review was INR 602.85million as compared to INR 769.57 million in the previous year. The Profit before Tax forthe year 2019-20 was INR 31.84 million as against INR 60.15 million in the previous year.The consolidated profit before tax stood at INR 29.51 million as against 60.15 million inthe previous year.
Granite Sales continues to be challenging owing to tough competition from BrazilianChinese suppliers and scarcity of raw material due to continuing closure of quarries inTamil Nadu for almost five years now.
The company operates majorly in US and European markets and any major economic orpolitical change in these geographies will have an impact on topline numbers of theCompany.
The Company incorporated Subsidiary Company Madhav Natural Stone Surfaces PrivateLimited in October 2018 for setting up of Engineered Stone Project at Udaipur Rajasthan.But later in May 2019 a U.S. producer submitted a petition in the U.S. Department ofCommerce (USDOC) and the U.S. International Trade Commission (USITC) to investigatealleged dumping by and subsidies to Indian quartz surface producers and to levycountervailing duty (CVD) and anti-dumping (AD) against imports from India. Due to pendinginvestigations the project at Udaipur was kept on status quo till September 2019.
Final Decision by USDOC was announced on April 27 2020 in which the AD and CVD hasbeen reduced drastically but are subject to further adjustment through administrativereviews to be completed by the USDOC.
The Management is reviewing the project and will take the decision after year end.
Amid all the series of events going on the Company remained focused on exploringoptions/places for setting up an Engineered Stone manufacturing unit and decided to set upanother project at Sultanate of Oman. For this a Subsidiary named Madhav Ashok VenturesPrivate Limited was incorporated in September 2019 which entered in to JV with Al KhanjarCommercial Agencies LLC Oman for the aforesaid project.
Transfer to Reserves
The Company has not transferred any amount to the Reserves for the year ended March 312020.
The Directors have not recommended any Dividend for the financial year 2019-2020
Subsidiaries Associates and Joint Venture Companies
As on March 31 2020 the Company has two subsidiaries. In accordance with Section129(3) of the Act the Company has prepared the consolidated financial statement whichforms part of this Annual Report. Further a statement containing salient features of thefinancial statements of our subsidiaries in the prescribed Form AOC-1 is presented in aseparate section forming part of the consolidated financial statements.
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 312020 the applicable accounting standards have been followed and there are no materialdepartures;
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 2020 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.
Directors and Key Managerial Personnel
In terms of provisions of the Act and the Articles of Association of the Company Mr.Madhav Doshi (DIN: 07815416) director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment
Based on the recommendation of the Nomination & Remuneration Committee of theCompany the Board of Directors of the Company re-appointed Mr. Sudhir Doshi (DIN :00862707) as the Whole Time Director of the Company for a period of 1 (one) yearcommencing from July 28 2020. The re-appointment is subject to approval of theshareholders. Accordingly the resolution for re-appointment of Mr. Sudhir Doshi formspart of Notice convening the 31 Annual General Meeting.
Further in the 30 Annual General Meeting of the Company held on Monday September 302019 the shareholders appointed Mr. Ravi Kumar Krishnamurthi (DIN: 00464622) an Ms. SwatiYadav (DIN : 06572438) as Independent Directors of the Company for the second term of 5(five) consecutive years; starting from April 01 2020 and March 01 2020 respectively.
The disclosures pertaining to Directors being re-appointed as required pursuant toRegulation 36 of the Listing Regulations given in the explanatory statement to the Noticeconvening the 31 Annual General Meeting of the Company for reference of the shareholders.
Pursuant to the provisions of section 2(51) and 203 of the Act the key managerialpersonnel 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 Year2019-2020 forms part of the Corporate Governance Report.
Pursuant to the provisions of companies Act 2013 and SEBI Listing Regulations theBoard has carried out annual performance evaluation of its own performance its Committeesand the Directors including Chairman.
The evaluation manner has been explained in the Corporate Governance Report.
Corporate Social Responsibility
The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended March 31 2020 in accordance with Section 135 of the Actand Companies (Corporate Social Responsibility Policy) Rules 2014 (including anystatutory modification(s) or re- enactment(s) thereof for the time being in force) is setout in Annexure II to this report.
Management Discussion and Analysis Report
Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report.
Auditors and Auditors' Report
At the 28 Annual General Meeting of the Company M/s. L.S. Kothari & Co. CharteredAccountants Jaipur (Firm Registration No. 001450C) were appointed as Statutory Auditorsto hold office upto the conclusion of the 33 Annual General Meeting of the Company to beheld in the year 2022. The Auditor's Report for FY 2019-20 does not contain anyqualification reservation or adverse remark. The Auditor's Report is enclosed with theFinancial Statements in this Annual Report
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
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 (COP No. 12094) Company Secretary in PracticeUdaipur to conduct the Secretarial Audit of the Company for the financial year ended March31 2020.
The Report given by the Secretarial Auditor forms integral part of this Report and doesnot contain any qualification reservation or adverse remark.
The Company has been practicing the principles of good Corporate Governance over theyears. A separate section on corporate governance and a certificate from the StatutoryAuditors regarding compliance of conditions of Corporate Governance as stipulated underthe Listing Regulations forms part of this Annual Report.
Extract of the Annual Return
Pursuant to the provisions of Section 134 (3) (a) and 92(3) of the Companies Act 2013read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 theExtract of Annual Return of the Company in Form MGT-9 has been placed on the website ofthe Company. Weblink:https://madhavmarbles.com/wp-content/uploads/2020/11/Extract-of-Annual-Return-2019-2020.pdf
Whistle Blower Policy and Vigil Mechanism
The Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower andthe same has been hosted on the website of the Company. The mechanism under the Policy hasbeen appropriately communicated within the organization. This Policy inter-alia provides adirect access to the Chairman of the Audit Committee. It is affirmed that no personnel ofthe Company has been denied access to the Audit Committee
Particulars of Contracts Arrangements or Transactions with Related Parties
The contracts or arrangements entered into by and between the Company with RelatedParties are on arm's length basis and in the ordinary course of business.
Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 the particulars of transactions with related parties are provided in FormAOC-2 which forms an integral part of Report on Corporate Governance.
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
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended which form part of the Directors' Report will be madeavailable to any shareholder on request as per provisions of section 136(1) of the saidAct.
Further the Company has no person in its employment drawing remuneration in excess oflimits as defined under the provisions of Section 197 of the Companies Act 2013 readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
During the year under review the Company has not accepted any deposit under Chapter Vof the Act.
Your Company continuously monitors business and operational risk through businessprocesses and reviewing areas such as production finance legal and other issues. TheCompany's assets are adequately insured against the risk from fire and earthquake.
There is no identification of risks which may threaten the existence of the Company
Policy on Prevention of Sexual Harassment at Workplace
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder
During the year under review the Company has not received any complaints of sexualharassment 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.
The Directors state that no disclosures or reporting is required in respect of thefollowing items as the same is either not applicable to the Company or relevanttransactions/events have not taken place during the year under review:
The Company has not issued any equity shares with differential rights as todividend voting or otherwise.
There was no revision in the financial statements.
There has been no change in the nature of business of the Company as on the dateof this report
The Managing Director & CEO of the Company did not receive any remunerationor commission from any of its subsidiaries.
There have been no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this report.
There were no significant and material orders passed by the Regulators/Courtsthat would 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 November 28 2020 ||DIN: 00464622 |