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Madhuban Constructions Ltd.

BSE: 780009 Sector: Infrastructure
NSE: N.A. ISIN Code: INE145Q01011
BSE 05:30 | 01 Jan Madhuban Constructions Ltd
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Madhuban Constructions Ltd. (MADHUBANCONSTR) - Director Report

Company director report

DIRECTORSREPORT TO THE MEMBERS

To

The Members

Madhuban Constructions Limited

Your Directors have great pleasure in presenting the Annual Report together with theAudited Accounts of the Company for the year ended at 31st March 2019.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2018-19 and 2017 -18 is givenbelow:

(Amount In Rupees )

For Financial Year Ended

Particulars

31st March 2019

31st March 2018

Total Income 4545063.00 11754821.00
Total Expenditure 4365451.00 11403250.00
Profit before Tax 179612.00 351571.00
Less: Tax Expense (23758.00) 85069.00
Profit / (Loss) After Tax 132097.00 266502.00

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs.4545063/- against Rs. 11754821/- in the previous year. Profit after taxation for thefinancial year ended on 31st March 2019 is Rs. 132097/- as comparedto Rs. 266502/- in the previous year.

RESERVES & SURPLUS

The Reserve and Surplus is Rs. 2006577/- as on the end of the Current financial yearand the Profit of the Current year Rs. 132097/- has been transferred to Reserveand Surplus.

DIVIDEND

To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with Companies Act 2013 the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.The main objective of this policy is to ensure sustainable business growth with stabilityand to promote a pro- active approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today’s challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company upto the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2018-19 (Rs. In Lakhs)

% increase in Remuneration in FY 2018-19**

1 Mr. Krishan Kumar Bharti Whole Time Director 240000 N.A.

The number of permanent employees as on 31st March 2019 was 2.

Average of remuneration of employees excluding KMPs Nil

** No employee’s remuneration for the year 2018-19 exceeded the remuneration ofany of the Directors.

Company’s performance has been provided in the Directors’ Report which formspart of the Board Report. The key parameter for the variable component of key Managerialpersonnel(s) is linked with Company performance and Individual performance. Theremuneration of Directors KMPs and other employees is in accordance with the RemunerationPolicy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THEFINANCIAL YEAR ENDED MARCH 31 2019 NOT APPLICABLE

RE-APPOINTMENT OF DIRECTORS

In accordance with Section 152 of the Companies Act 2013 read with the Articles ofAssociation of the Company Ms. Geeta Bharti Non-Executive and Non IndependentDirector of the Company retire by rotation and are being eligible offer herself forre-appointment at the ensuing Annual General Meeting.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2019 provision ofsection 129 of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

CHANGE THE REGISTERED OFFICE OF THE COMPANY

During the year under review the company has not changed its registered office.

POSTAL BALLOT

During the year under review No Postal Ballot has been conducted.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2018-19 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company’s policiesprocedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of M/s. Gupta J & Associates Chartered Account (Firm Registration No.032107N) as the Statutory Auditors of the Company from the conclusion of this AnnualGeneral Meeting till the Conclusion of next Annual General Meeting of the Company isplaced for the approval of Shareholders at the forthcoming Annual General Meeting. In thisregard the Company has received a Certificate from the Auditors to the effect that if theyare appointed it would be in accordance with the provision of section 141 of the CompaniesAct 2013. The Report given by the Statutory Auditors for the Financial Statements for theyear ended March 31 2019 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

AUDITORS REPORT

The observation made in the Auditors’ Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134(3) of the Companies Act 2013.

MAINTENANCE OF COST RECORD:

Maintenance of Cost record as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013 is not applicable on the Company.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2019 made underthe provisions of Section 92 (3) of the Companies Act 2013 in Form MGT -9 is annexedherewith as Annexure-I.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

Declaration by an Independent Director(s) and re- appointment if any

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES: a) Changes in Directors and Key Managerial Personnel

During the year 2018-19 Mr. DHARMENDRA (DIN: 06798855) has resigned from the Board ofthe Company w.e.f. 24th April 2018. Except above there was no change in thecomposition of Board of Directors during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year 2018-19 Mr. DHARMENDRA (DIN: 06798855) has resigned from the Board ofthe Company w.e.f. 24th April 2018. Except above there was no change in thecomposition of Board of Directors during the year under review.

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement. b) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS

During the year 6 (Six) Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of meeting

Total No. of Directors on the Date of Meeting

No. of Directors attended

1. 24.04.2018 3 3
2. 28.05.2018 3 3
3. 02.08.2018 3 3
4. 13.11.2018 3 3
5. 01.01.2019 3 3
6. 30.03.2019 3 3

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2018-19

There is no Extraordinary General Meeting Convened during the Financial Year 2018-19.

POSTAL BALLOT

During the year under review No Postal Ballot has been conducted to obtain theapproval of Shareholders.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board Of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013as follows:

• Oversight of the Issuer’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

• Recommending to the Board the appointment re-appointment and if requiredthere placement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.

• Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to: (i) Matters requiredto be included in the Directors’ Responsibility Statement to be included in theBoard’s report in terms of clause (2AA) of Section 217 of the Companies Act 1956;(ii) Any changes in accounting policies and practices and reasons for the same; (iii)Major accounting entries involving estimates based on exercise of judgment by management;

(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with listing and other legal requirements relating to financial statements;
(vi) Disclosure to any related party transactions;
(vii) Qualifications in the draft audit report.

• Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval.

• Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;

• Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow upthereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matters to the Board;

• Discussion with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member Designation Category
Mr. Krishan Kant Bharti Member Non Executive Independent Director
Ms. Geeta Bharti Member Non Executive Non Independent Director
Mr. Sanjay Mahil Chairman Non Executive Independent Director

During the financial year 2018-19 Four (4) meeting of Audit Committee was held i.e.28.05.2018 02.08.2018 13.11.2018 and 01.01.2019.

STAKEHOLDER RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Mr.Sanjay Mahil is the Chairman of the committee.

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Name of Member Designation Category
Mr. Krishan Kant Bharti Member Non Executive Independent Director
Ms. Geeta Bharti Member Non Executive Non Independent Director
Mr. Sanjay Mahil Chairman Non Executive Independent Director

During the financial year 2018-19 Four (4) meeting of Audit Committee was held i.e.28.05.2018 02.08.2018 13.11.2018 and 01.01.2019.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

• The redressed of investors complaints viz. non-receipt of annual reportdividend payments etc.

• Matters related to share transfer issue of duplicate share certificatedematerializations.

• Also delegates powers to the executives of our Company to process transfers etc.

The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member Designation Category
Mr. Krishan Kant Bharti Member Non Executive Independent Director
Ms. Geeta Bharti Member Non Executive Non Independent Director
Mr. Sanjay Mahil Chairman Non Executive Independent Director

During the financial year 2018-19 Four (4) meeting of Audit Committee was held i.e.28.05.2018 02.08.2018 13.11.2018 and 01.01.2019.

TERMS OF REFERENCE

The terms of reference of Committee includes the following:

• The committee recommends to the board the compensation terms of the executivedirectors.

• The committee to carry out evolution of every director’s performance andrecommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in seniormanagement/Director in accordance with the criteria laid down. Framing and implementing onbehalf of the Board and on behalf of the shareholders a credible and transparent policyon remuneration of executive directors including ESOP Pension Rights and any compensationpayment.

• Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

• Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders."

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The information regarding Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 has been annexed as the Notes to theaccounts attached to this Annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy. The Company has zero tolerance forSexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassmentin line with the provisions of Sexual Harassment of Woman at Workplace (PreventionProhibition and Redresssal) Act 2013 and the Rules made thereunder. There was nocomplaint on sexual harassment during the year under review. Further the company hascomplied with the provisions of relating to constitution of Internal Complaints Committeeunder the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redresssal)Act 2013. As per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal)

Act 2013 (‘POSH Act’) and Rules made thereunder your Company hasconstituted Internal Committees (IC).

While maintaining the highest governance norms the Company has appointed externalindependent persons who worked in this area and have the requisite experience in handlingsuch matters as Chairpersons of each of the Committees. To build awareness in this areathe Company has been conducting induction / refresher programmes in the organization on acontinuous basis. Affirmative action and prevention from sexual harassment Your Companybelieves in providing Equal Opportunity / Affirmative Action. It has a Policy onAffirmative Action and a Policy on Prevention of Sexual Harassment to ensure aharassment-free workspace for the employees. Sexual harassment cases are dealt with as perthe Company Policy on Prevention of Sexual Harassment and applicable laws. Communicationis sent to all employees on a regular basis on various aspects of prevention of sexualharassment at work through e-articles and other means of communication. During the year2018-19 Zero complaints with allegation of sexual harassment were filed with the

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has on the recommendation of the Nomination & Remuneration Committee framed aPolicy for Selection and appointment of Directors Senior management and theirRemuneration.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Nikita Rohilla Proprietor of Nikita Rohilla & AssociatesCompany Secretaries to undertake the Secretarial audit of the Company. The SecretarialAuditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed asAnnexure - II.

Explanation to the observations as notice in the Secretarial Audit Report: The Companyis searching the best person for the post of Company Secretary and Chief FinancialOfficer. The Company will strive to complete the e- filing with Registrar of CompaniesNCT of Delhi & Haryana and Stock Exchange within due time in future.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS INFUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

PERSONNEL

The Management-Employees relations remained very cordial throughout the year. YourDirectors wish to place on record their appreciation of sincere and devoted servicesrendered by all the workers and staff at all levels.

DIRECTORSRESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that (a) Inthe preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; (b) the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; (c) The directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) The directors had prepared the annual accounts on a goingconcern basis; and (e) The directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively. (f) The directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of board of
Madhuban Constructions Limited
Dated: 27/08/2019 Sd/- Sd/-
Place: New Delhi Krishna Kant Bharti Geeta Bharti
Whole Time Director Director
DIN No: 03466142 DIN No.: 06797301