Madhur Industries Ltd.
|BSE: 519279||Sector: Agri and agri inputs|
|NSE: MADHURFOOD||ISIN Code: INE110C01015|
|BSE 00:00 | 21 Jun||Madhur Industries Ltd|
|NSE 05:30 | 01 Jan||Madhur Industries Ltd|
Madhur Industries Ltd. (MADHURFOOD) - Director Report
Company director report
MADHUR INDUSTRIES LIMITED
Your Directors have pleasure in presenting herewith their 45th AnnualReport on the business and operation of the Company together with the Audited Statementsof Accounts ofthe Company for the year ended on 31st March 2018.
1. PERFORMANCE OFTHE COMPANY fSTANDALONE!:
The Company has achieved turnover of Rs. 57089832/- during thefinancial year 2017
18. The turnover of the company has been reduced by 1997% as compareto the turnover achieved by the company in the proceeding financial year. However the netprofit [after tax) of the company has been increased by 193.18% as compare to the netprofit (after tax) of the Company in proceeding financial year. The company will strive toimprove its performance in long term prospects based on actual pace of global economy.
With a view to enlarge the business operations of the Company theDirectors did not recommend dividend during the year under review.
The company has not transferred any amount to the reserve during thefinancial year under review.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions Section 152 (6) of the Companies Act 2013MR. SHALIN PARIKH (DIN: 00494506) Director of the Company retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.There is no change in the composition of the Board of Director of the Company during thefinancial year 2017-18.
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section 6 of Section 149 of the Companies Act 2013 and underRegulation 16(b) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015.
During the year Six Board Meetings and Four Audit Committee Meetingswere duly convened and held. The following are the dates on which the said Board Meetingsheld:
The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
The company has several committees which have been established as apart of best corporate governance practices and are in compliance with the requirements ofthe relevant provisions of applicable laws and statues.
The Board has constituted following Committees:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholder's Relationship Committee
The details with respect to the compositions powers roles terms ofreference etc. of relevant committees are given in detail in the 'Report on CorporateGovernance' of the company which forms part of this Annual Report.
6. EXTRACTS OF ANNUAL RETURN:
Pursuant to sub-section 3 (a] of Section 134 and sub-section [3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as at March 31 2018 formspart of this report as Annexure: I'.
7. STATUTORY AUDITORS & AUDIT REPORT:
Pursuant to the provisions of Section 139 of the Companies Act 2013M/S. RAM N AGARWAL & CO.. Chartered Accountants (Membership No.: 042126) have beenappointed as Statutory Auditors of the company at the Annual General Meeting held onSeptember 27 2017 to hold the office till the conclusion of Annual General Meeting of theCompany for the financial year 2021-22.
In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every ACM.
Auditors comments on your company's accounts for year ended March 312018 are self explanatory in nature and do not require any explanation as per provisionsof Section 134 (3) (f) of the Companies Act 2013.
Notes to the accounts referred to in Auditor's report are selfexplanatory and therefore do not call for any further comments.
There following qualification reservation or adverse remark ordisclaimer made by Statutory Auditor in its report:
1. Ind AS - 19 on retirement benefits as provision for gratuity is notbased on actuarial valuation but on other rationale basis while provision for otherbenefits such as leave encashment has not been made The effect of the same can not bequantified to that extent profit for the year and balance of Profit & Loss account isoverstated.
The Board of Directors has undertaken to take the corrective steps onthe above remarks during the current financial year 2018-19.
8. INTERNAL FINANCIAL CONTROLS:
During the year the Company continued to implement their suggestionsand recommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas.
9. COST RECORDS:
Pursuant to Section-148  of the Companies Act 2013 read with Rule 3of Companies (Cost Records and Audit) Rules 2014 Company does not fall under thecriteria for maintaining cost record for the financial year 2017-18.
IP-SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to Section 204 of the Companies Act 2013 your company hadappointed M/S. A. SHAH & ASSOCIATES. Practicing Company Secretaries Ahmedabad as itsSecretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2017-18.
The Report of the Secretarial Auditor for the F.Y. 2017-18 is annexedto this report as Annexure: II' to the Directors' Report.
The Board of Directors of the Company has discussed the same at arm'slength and undertaken to take the corrective steps on Qualifications raised by SecretarialAuditor in Secretarial Audit Report.
Secretarial Auditor Report (MR-3) is self explanatory and therefore donot call for any further comments.
11. NOMINATIQN AND REMUNERATION POLICY:
The Board has on the recommendation of Nomination and Remuneration/Compensation Committee framed a policy on directors' appointment and remuneration ofDirectors including criteria for determining qualification positive attributesindependence of directors and remuneration for Directors Key Managerial Personnel andother employees. The policy is annexed to this report as 'Annexure: III'.
12. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theCompanies Act 2013 and the corporate governance requirements as prescribed by Securitiesand Exchange Board of India ("SEBI") under Regulation 17 1819 20 21 22 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C Dand E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015.
The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
In a separate meeting of independent Directors performance ofnon-independent directors performance of the board as a whole and performance of theChairman was
evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.
Your Company has not accepted any fixed deposits from the public withinthe provisions of Section 73 to 76 of the Companies Act 2013. The company has partiallyrepaid the unsecured Loan taken from director of the company in previous years which isexempt as per Section 73 of the Companies Act 2016. Hence the disclosures required asper Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules 2014 read with Section73 to 76 of the Companies Act 2013 are not applicable to your Company.
The Company believes that good Corporate Governance is a continuousprocess and it is our continuous endeavor to achieve good governance by way of aconscious and conscientious effort whereby ensuring the truth transparencyaccountability and responsibility in all our dealings with all our stakeholders.
A separate section on Corporate Governance Standards followed by yourCompany as stipulated under Regulation 34(3) read with Schedule V of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to thisReport. The Report on Corporate Governance also contains certain disclosures requiredunder Companies Act 2013.
A Certificate from M/S. RAM N AGARWAL & CO.. Chartered Accountants(Membership No.: 042126) Ahmedabad conforming compliance to the conditions of CorporateGovernance as stipulated under Regulation 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is annexed tothis Report.
15. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 a Vigil Mechanism for directors and employees to reportgenuine concerns has been established. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.madhur.co under investors/others/Whistle blower Policy link.
16. CONSERVATION OF ENERGY & ABSORPTION OF TECHNOLOGY:
(a) Conservation of energy:
(b) Technology absorption:
The efforts are being made for energy conservation to new andinnovative means. Further the Company did not have any imported technology during thefinancial year.
17. FOREIGN EXCHANGE EARNINGS / OUTGO:
As the Company has not carried out any activities relating to theexport and import during the financial year. There is no foreign exchange expenses andforeign income during the financial year 2017-18.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions those were entered during the financialyear were in ordinary course of the business of the company and were on arm's lengthbasis. All such Related Party Transactions are placed before the Audit Committee forapproval.
The particulars of every contract or arrangements entered into by theCompany with related parties referred to the sub-section (1) of section 188 of theCompanies Act 2013 are disclosed in Form No. AOC-2 'Annexure: IV' the same forms part ofthis report pursuant to Section 134 [3) [h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014.
19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
In terms of provisions of Section 134(3)(g) the company has notgranted any Loans guarantee or made Investment during the year 2017-18. However theDisclosure as per Section 134(3)(g) containing the Particulars of Loans Guarantees orInvestments under Section 186 is annexed hereto as "Annexure V" and forms partof this Report.
20. PARTICULARS OF EMPLOYEES REMUNERATION:
A. The ratio of the remuneration of each director to the medianemployee's remuneration and other details in terms of sub-section 12 of Section 197 ofthe Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forming part of this report as"Annexure VI".
B. The statement containing particulars of employees as required underSection 197(12) of the Companies Act 2013 read with Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not provided as noemployees is paid remuneration of Rs. 8.5 Lac Per Month and Rs. 1.2 Cr. Per Annum.
21. HUMAN RESOURCES DEVELOPMENT:
Your Company treats its "human resources" as one. of its mostsignificant assets. The Company continues its focus on retention through employeeengagement initiatives and provides a holistic environment where employees getopportunities to realize their potential. A number of programs that provide focused peopleattention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement The Company's Health and Safety Policycommits to provide a healthy and safe work environment to all employees.
22. CORPORATE SOCIAL RESPONSIBILITY fCSRl
The company does not fall under the purview of the section 135 of theCompanies Act 2013 which requires formulating a Corporate Social Responsibility Committeeand adopting any activities as specified in Schedule VII.
23. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION. PROHIBITIONAND REDRESSAL) ACT. 2013:
1. Disclosure under Section 22 of the Sexual Harassment Of Women AtWorkplace (Prevention Prohibition and Redressal) Act 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 every company having 10 or moreemployees engaged in the company during the financial year is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place received from any women employee.
There is one woman employee working in the Organization. The motive ofthe company is to provide the protection against the Sexual Harassment of woman employeeat the
work place. However the company is not required to setup the Internalcomplaints committee in accordance with the section 22 of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal] Act 2013. During the year nocomplaints were received by the Internal Complaints committee for sexual harassment fromany of the women employees of the company.
24. CHANGE IN NATURE OF THE BUSINESS:
There has been no change in the nature of business of the companyduring the year under review.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
As per corporate governance norms a separate section on ManagementDiscussion and Analysis outlining the business of the Company is set out in Annexureforming part of this Report.
26.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and Company's operation in future.
27.SIGNIFICANT OR MATERIAL EVENT OCCURRED AFTER BALANCE SHEET DATE:
No Event has occurred after the balance sheet date that representingthe material changes and commitment that affecting the Financial position of the company.
28.STATEMENT OF DIRECTORS' RESPONSIBILITY:
Pursuant to requirement under 134 (3] (c) and Section 134(5] of theCompanies Act 2013 (Act] Directors confirm that:
(a] in the preparation of the annual accounts for the year ended on31st March 2018 the applicable accounting standards read with requirement set out underSchedule III to the Act have been followed and there are no material departures from thesame;
(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at March 31 2018and of the profit of the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) the Directors had prepared the annual accounts on a going concernbasis;
(e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively and;
(f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
Your Directors wish to place on record their gratitude and sincereappreciation for the assistance and co-operation received from the financial institutionsbanks Government authorities customers vendors and members during the year underreview.
Your Directors would like to express a profound sense of appreciationfor the commitment shown by the employees in supporting the Company in its continuedrobust performance on all fronts.
PLACE: AHMEDABAD DATE: 30/05/2018
ON BEHALF OF THE BOARD OF DIRECTORS FOR MADHUR INDUSTRIES LIMITED
MR. VINIT PARIKH MANAGING DIRECTOR (DIN:00494521)