Your Directors have pleasure in presenting the 29th Annual Report of the Companytogether with the Audited Financial Statements for the year ended March 31 2019.
1) FINANCIAL SUMMARY
|S. No. Particulars ||Standalone Year ended ||Consolidated Year ended |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
| ||(Audited) ||(Audited) ||( Audited) ||(Audited) |
|1 Income from Operations : || || || || |
|(a) Net Sales/ Income from Operations ||66944.33 ||66393.34 ||94244.01 ||103546.55 |
|(b) Other income ||1540.56 ||2211.28 ||4074.00 ||4820.25 |
|Total Income ||68484.89 ||68604.62 ||98318.01 ||108366.80 |
|2 Expenses : || || || || |
|(a) Cost of Materials Consumed ||58666.41 ||47401.29 ||71345.13 ||71154.82 |
|(b) Purchase of Stock-in-trade ||- ||- ||- ||- |
|(c) Changes in Inventory of Finished goods Work-in-Progress andstock-in-trade ||- ||(337.40) ||3489.78 ||(3753.17) |
|(d) Employee benefits expense ||3000.88 ||4457.49 ||4519.33 ||4505.99 |
|(e) Other expenses ||4395.45 ||4945.57 ||9153.31 ||29087.26 |
|(f) Financial Costs ||2252.53 ||9313.06 ||27904.87 ||83477.19 |
|(g) Depreciation and amortisation expense ||771.31 ||1744.13 ||22420.08 ||24876.77 |
|Total Expenses ||69086.58 ||67524.14 ||138832.50 ||209348.86 |
|Profit/(Loss) Before Exceptional Items (1-2) ||(601.69) ||1080.48 ||(40514.49) ||(100982.06) |
|4 Exceptional Items ||- ||- ||- ||- |
|5 Profit/(Loss) Before Tax (3-4) ||(601.69) ||1080.48 ||(40514.49) ||(100982.06) |
|6 Tax Expense || || || || |
|a) Current Tax ||- ||2200.55 ||- ||(1937.22) |
|b) Deferred Tax ||(2462.40) ||(2431.46) ||(2462.40) ||(2431.46) |
|Total Tax (a+b) ||(2462.40) ||(230.91) ||(2462.40) ||(4368.68) |
|7 Net Profit/(Loss) After Tax (5-6) ||1860.71 ||1311.39 ||(38052.09) ||(96613.38) |
|Share of Loss transferred to Non Controlling Interest ||- ||- ||(3663.03) ||(10029.72) |
|Profit/(Loss) after Tax after Non Controlling Interest ||1860.71 ||1311.39 ||(34389.06) ||(86583.66) |
|Share of Profit or Loss from Associated Companies || ||- ||- ||-- |
|Profit/(Loss) after Tax after Share of Minority || || || || |
|Interest & Associated Companies ||1860.71 ||1311.39 ||(34389.06) ||(86583.66) |
|8 Other Comprehensive Income ||34.45 ||28.19 ||107.91 ||406.51 |
|Share of Other Comprehensive Income transferred to Non Controlling Interest ||- ||- ||13.05 ||54.79 |
|9 Total Comprehensive Income (7+8) ||1895.16 ||1339.58 ||(34.294.21) ||(86231.94) |
|10 Paid up equity share capital (Face Value of Rs.1/- each) ||737.95 ||737.95 ||737.95 ||737.95 |
|11 Other Equity ||80722.03 ||78826.86 ||(212984.36) ||(177495.81) |
|12 (i) Earning per share of Re.1/- each (not annualised) || ||- || ||- |
|(a) Basic ||2.52 ||1.78 ||(46.60) ||(117.33) |
|(b) Diluted ||2.52 ||1.78 ||(46.60) ||(117.33) |
2) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 as apart of this Annual Report is annexed as ANNEXURE I to this report.
3.) RESERVES: [Section 134(3)(j)]:
Company has not transferred any amount to reserves due to the loss.
4.) DIVIDEND: [Section 134(3)(k)]
No dividend was declared on equity shares for the year ended 31.03.2019 due toinsufficient profits.
5) BOARD MEETINGS :
The Board met 5 (Five) times (including adjourned meeting) during the financial year2018-2019. The following are the dates of meeting convened in different Quarters of thefinancial year.
|First Quarter ||Second Quarter ||Third Quarter ||Fourth Quarter |
|Meeting No. ||Date ||Meeting No. ||Date ||Meeting No. ||Date ||Meeting No. ||Date |
|579 ||04.04.2018 ||581 ||13.08.2018 ||582 ||12.11.2018 ||583 ||11.02.2019 |
|580 ||28.05.2018 || || || || || || |
6) DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 it ishereby confirmed :
i. That in the preparation of annual accounts for the financial year ended 31st March2019; the applicable Accounting Standards have been followed along with proper explanationrelating to material departures.
ii. That the Directors have selected Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities.
iv. That the Directors have prepared the annual accounts for the year ended 31st March2019 on a "Going Concern" basis.
v. That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
7) ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has structured and implemented framework for Internal Financial Controls("IFC") in terms of the explanation to Section 134(5) (e) of the Companies Act2013. The Board of Directors of the Company is of the opinion that the Company has soundIFC for the year 2018-2019.The Company is continuously monitoring and identified the gapsif any and implements improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.
8) DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received Declarations of independence as stipulated under sec 149(7) ofCompanies act 2013 and regulation 25 of the listing regulations from Independent directorsconfirming that he /she is not disqualified from continuing as independent Director theSame annexed to this report as ANNEXURE-VIII.
9) NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeerevised Nomination and Remuneration policy in its meeting held on 28.05.2019 which laysdown a framework in relation to selection appointment and remuneration to Directors KeyManagerial Personnel and Senior Management and criteria for determining qualificationspositive attributives and independence of a director of the Company. The Nomination andRemuneration Policy is stated in the Corporate Governance Report.
10) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
11) RELATED PARTY TRANSACTIONS
The transactions entered with the related parties by the Company for the year underreview with respect to rendering of services were on arm's length basis and in theordinary course of business. Hence Section 188(1) is not attracted to the Company. Thusdisclosure in Form AOC-2 is not applicable to the Company. There are no material relatedparty transactions during the year under review with the promoters Directors or KeyManagerial Personnel.
12) STATE OF THE COMPANY'S AFFAIRS
The Company is a well-established Construction Company and a leading Contractor inexecuting projects in various sectors - Transportation (National & State HighwaysRoads Railways & Ports Irrigation & Water Resources Buildings & PropertyDevelopment Mining (Coal & other Minerals) Energy (Generation Transmission &Distribution) and other Infrastructure Projects. Further information on the Company'sBusiness and the developments opportunities and outlook of the Company and the industryin which it operates are discussed in detail in the Management Discussion & Analysiswhich is enclosed in ANNEXURE II.
13) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and the date of this report.
14) INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014
The information as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to conservation of energytechnology absorption and foreign exchange earnings and outgo are set out in the ANNEXUREIII and is attached to this report.
15) RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the Company to control risk through a properlydefined plan. The risks are taken into account while preparing the annual business planfor the year. The Board is also periodically informed of the business risks and theactions taken to manage them.
16) CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY
Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act 2013CSR Committee of the Board of Directors was formed to recommend;
a) The policy on Corporate Social Responsibility (CSR) and
b) Implementation of the CSR Projects or Programs to be undertaken by the Company asper CSR Policy by the Board of Directors.
Annual Report on CSR in the prescribed format is enclosed in ANNEXURE IV.
17) RANCHI EXPRESSWAYS LIMITED LEGAL MATTER:
The PIL was filed in the Hon'ble High Court of Jharkhand in 2014 vide no 3503/14 andFIR bearing No. RC2(A)/2019-R dated 12.03.2019.The matter was under sub judice.
18) FORMAL ANNUAL EVALUATION
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review.
19) REPORT ON THE PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES/JOINTVENTURES COMPANIES
A separate statement containing the salient features of the financial statements of thesubsidiary Companies/Associate Companies/Joint Ventures is prepared in Form AOC-1 as perthe provisions of Section 129 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 as Amended and is attached in ANNEXURE V.
20) CONSOLIDATION OF ACCOUNTS
In compliance with Regulation 33 of the SEBI (LODR) Regulations 2015 a and incompliance with the provisions of the Companies Act 2013 and the Ind AS 28 Investments inAssociates & joint ventures and Ind AS 110 Consolidated Financial Statements YourDirectors have pleasure in attaching the consolidated financial statements for thefinancial year ended March 31 2019 duly audited by the Statutory Auditors which formspart of the Annual Report.
The Annual Accounts of the Subsidiary Companies and the related information will bemade available to shareholders who may be interested in obtaining the same at any pointof time. The Annual Accounts of Subsidiary Companies will also be kept for inspection byany shareholder at the Registered Office of the Company and also at its SubsidiaryCompanies.
21) DETAILS OF DIRECTORS AND KEY MANANGERIAL PERSONNEL APPOINTED AND RESIGNED DURINGTHEYEAR.
a) Change in Key Managerial Personnel during the year Smt. Niralee Rasesh Kotdawala wasappointed as the Company Secretary of the Company w.e.f. 12/03/2018 and she resigned andwas relieved of her services w.e.f. 17/05/2018. Sri.DeepakbhaiKumudray Joshi was appointedas Chief Financial Officer and Company Secretary of the company w.e.f. 01/03/2019.
b) Change in Directors during the year The tenure of Sri. Mohammad Shafi Whole TimeDirector also expired on 30/05/2018 and hence the board in its meeting dated May 28 2018re-appointed him as the Whole time Director of the company for a further period of 3(three) years w.e.f. 30/05/2018. The board recommended to ratify his appointment inprevious 28th Annual General Meeting.
The Board in its meeting held on 13/08/2018 appointed Sri Ramadas Kasaraneni as theChairman & Independent Director of the Company for a period of 3 (three) years w.e.f .13/08/2018. The board recommended to ratify his appointment in previous 28th AnnualGeneral Meeting.
Sri.Srinivasa Rao Kamma Whole time Director of the Company has resigned from thedirectorship due to personal reason w.e.f. 23rd May 2019 and Board accepted hisresignation in its Meeting held on 28.05.2019.
22 VIGIL MECHANISM
The Company has established Vigil Mechanism for Directors / Employees to report theirgenuine concerns or grievances. The Audit Committee of the Company oversees the vigilMechanism through the Committee. It provides for adequate safeguards against victimizationof directors/ employees who avail of the mechanism. It also provides for direct access tothe Chairman of the Audit Committee. In case of repeated frivolous complaints thesuitable action will be initiated by the Chairman of the Audit Committee.
23) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013 Internal Complaints Committee (ICC) has been set us to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
During the financial year 2018-19 the Company received no complaints on sexualharassment.
24) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators/ Courts/Tribunalsthat would impact the going concern status of the Company and its future operations.
The Company had not accepted or invited any Deposits and consequently no deposit hasmatured / become due for re-payment as on 31st March 2019.
26) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of the following members as on 31st March 2019:
1. Smt. Ch. Lakshmi Kumari Independent Director as Chairperson
2. Sri N. Seethaiah Managing Director as Member
3. Sri MadhavaRaoPotla Independent Director as Member
27) COMPOSITION OF STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee comprises of the following members as on 31stMarch 2019:
1. Smt. Ch. Lakshmi Kumari Independent Director as Chairperson
2. Sri P MadhavaRao Independent Director as Member
3. Sri K SrinivasaRao Whole-time Director as Member
28) STATUTORY AUDITORS AND THEIR REPORT
P.Murali& Co. Chartered Accountants (FRN 007257S) were reappointed as StatutoryAuditors of the Company for the Financial Year 2018-19 M/s. P. Murali& Co. CharteredAccountants (FRN 007257S) expressed their willingness to be reappointed for the financialyear 2019-20 and to hold the office upto the conclusion of the next Annual Generalmeeting if they are reappointed at this Annual General Meeting. They have furnished acertificate to the effect that their proposed appointment if made will be in accordancewith the limits specified under 141(1)(g) of the Companies Act 2013.
29) COST AUDITORS
The Board of Directors on recommendation of Audit Committee re-appointed BVR &Associates Cost Accountants (Registration No. 000453) as the Cost Auditors of the Companyto conduct audit of cost records made and maintained by the Company pertaining to WorksContracts Construction of Roads etc. for financial year commencing on 1st April 2019 andending on 31st March 2020.
30) SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Venkata Krishna &Associates Company Secretaries ( ACS 53083 and CP No.19542) has been appointed asSecretarial Auditors of the Company for the financial year 2018-19 to carry out theSecretarial Audit and issue report there on. Secretarial Audit report as issued by VenkataKrishna & Associates Company Secretaries is annexed to this Report as ANNEXURE VI.
31) LISTING WITH STOCK EXCHANGES
The Company's securities have been listed with Bombay Stock Exchange (BSE) NationalStock Exchange (NSE) and Luxembourg Stock Exchange Listing fee has been paid to StockExchanges within the prescribed time limit as set in Regulation 14 of Listing Regulationsfor the Financial Year 2019-2020.
32) PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are enclosed in ANNEXURE VII and forms part of this Report.
33) CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Pursuant to the provisions of schedule V of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 a separate section on Corporate Governance has beenincorporated in the Annual Report for the information of the shareholders.
Report attached as Annexure-VIII.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
| ||For and on behalf of the Board of Madhucon Projects Limited |
| ||Sd/- ||Sd/- |
| ||(N. Seethaiah) ||(Mohammad Shafi) |
|Place: Hyderabad ||Managing Director ||Whole-time Director |
|Date: 13-08-2019 ||DIN: 00784491 ||DIN: 07178265 |