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Madhusudan Industries Ltd.

BSE: 515059 Sector: Others
NSE: MADSUDIND ISIN Code: INE469C01023
BSE 00:00 | 31 Jan 22.10 -0.55
(-2.43%)
OPEN

22.75

HIGH

23.65

LOW

21.75

NSE 05:30 | 01 Jan Madhusudan Industries Ltd
OPEN 22.75
PREVIOUS CLOSE 22.65
VOLUME 280
52-Week high 37.55
52-Week low 17.35
P/E 16.62
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.75
CLOSE 22.65
VOLUME 280
52-Week high 37.55
52-Week low 17.35
P/E 16.62
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Madhusudan Industries Ltd. (MADSUDIND) - Director Report

Company director report

To

The Members

The Directors have pleasure in submitting the Annual Report together with the Statementof Audited Financial Statements of your Company for the year ended 31st March2022.

Performance

The summary of your Company’s financial performance is given below:

(Rs. in lakhs)

Year ended March 31 2022 Year ended March 31 2021
Revenue From Operations 107.66 91.31
Other Income 314.20 493.11
Total Income 421.86 584.42
Profit before Depreciation and Taxes 338.62 488.54
Deducting there from Depreciation 11.25 10.02
Profit / (Loss) before tax after exceptional item 327.36 478.52
Deducting there from taxes of:
- Current Tax 14.32 15.00
- Deferred Tax 64.18 105.19
Profit for the period 248.87 358.33
Add/(Less): Other Comprehensive Income(Net of Tax) (1.55) 0.90
Total Comprehensive Income 247.32 359.23

Highlights / Performance of the Company

Total revenue from operations of the Company was Rs. 107.66 Lakhs during the year ascompared to Rs. 91.31 Lakhs in the previous year. The other income of the company stood atRs. 314.20 lakhs during the year under review as compared to Rs. 493.11 Lakhs in theprevious year. The Company has not transferred any amount to General Reserve in thecurrent year.

Covid-19

Presently Company is not involved in any manufacturing activities except leasing ofproperty. Hence services of the company were not much affected by the Covid-19 pandemic.

Management Discussion and Analysis

a) Industry Structure and Developments

The Company is presently not undertaking any operational activity. The Company hasinfrastructure facility and also land available for undertaking any kind of activities infuture.

b) Opportunities and Threats

The management is considering undertaking of viable business activities that can be setup in the existing infrastructure facility and land available with the Company. There isno specific threat identified which may affect the existence of the Company.

c) Outlook

The future outlook of the Company depends upon the business activities to be undertakenby the Company.

d) Risks & Concerns

Presently Company is exposed to the prevalent risks of uncertainties and changes ingovernment policies unexpected regulatory changes etc.

e) Internal Control Systems and their adequacy

The Company has computerized its accounting system since many years. Adequate internalcontrol system exists in the Company and the internal control system of the Company iscommensurate with the size and complexity of the Company’s business. The operationsare subject to periodic internal audit by independent Auditors.

f) Financial performance with respect to Operational Performance is discussed in themain part of the report.

g) Material Developments in Human Resources Industrial Relations Environment Health& Safety

The Company values and nurtures its human resources. Manpower strength of the Companyas on March 31 2022 stands at 5.

h) Key Financial Ratios : (in times / %)

Sr. No. Ratio 2021-22 2020-21
1 Debtors Turnover -times* N.A. N.A.
2 Inventory Turnover* N.A. N.A.
3 Interest Coverage Ratio* N.A. N.A.
4 Current Ratio - times 52.70 49.63
5 Debt. Equity Ratio* N.A. N.A.
6 Operating Profit Margin % 304.07 524.04
7 Net Profit Margin % 231.16 392.42
8 Return on Net Worth % 10.56 16.98

(*) Note: Considering the activities of the company and no debt the said ratios arenot applicable to the Company.

Profit of the company varies due to increase / decrease in the fair market value of Non- Current Investment and Current Investments held by the Company during the year comparedto its fair market value in preceding previous year.

Conservation of energy technology absorption and foreign exchange earnings and outgo

The information required under Section 134 (3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as a separate Annexure-I.

Internal Control System and its Adequacy

The Company has internal control system commensurate with the size scale andcomplexity of its business operations. The scope and functions of Internal Auditor aredefined and reviewed by the Audit Committee. The Internal Auditor reports to the Chairmanof the Audit Committee. The Internal Auditor assesses opportunities for improvement ofbusiness processes systems and controls to provide recommendations which can add valueto the organization.

Dividend

Keeping in mind the need to conserve resources your Directors do not recommend anydividend on Equity Shares for the year. During the year the Company was not required totransfer unclaimed dividend to the Investor Education and Protection Fund.

Share Capital

The paid up Equity Share Capital as on 31st March 2022 was Rs.268.75 Lakhs. During theyear under review the Company has not issued any shares.

No shares with differential voting rights stock or sweat equity shares were issued bythe Company during the year under review.

The Company was not required to transfer any Shares to Investor Education andProtection Fund pursuant to the provisions of section 124 & 125 of the Companies Act2013 and Investor Education and Protection Fund (Accounting Audit Transfer and Refund)Rules 2016.

Exchequer

The Company has contributed Rs. 38.30 Lakhs to the exchequer by way of GST Income TaxExcise and other fiscal levies.

Directors

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment)Regulations 2021 dated 3rd August 2021 and Corrigendum dated 6th August2021 the definition of ‘Independent Director’ has been amended w.e.f. 1stJanuary 2022. Considering the same and in order to continue to comply with the aforesaidregulation the Board of Directors of the Company at their meeting held on 30thDecember 2021 have approved the change in the category of Shri Rajesh B. Shah and ShriPrem Chand Surana from Non-Executive Director (Independent) to Non-Executive Director(Non-Independent) w.e.f. 30th December 2021.

Shri Daarrpan Shah was appointed as an Additional Director (Independent) of the Companyby the Board of Directors at its meeting held on 30th December 2021. He isproposed to be appointed as an Independent Director for five consecutive years for a termup to 29th December 2026 at ensuing AGM.

Shri Yogendra Jhaveri Smt. Rutva Acharya and Shri Daarrpan Shah are the IndependentDirectors of the Company. All these Independent Directors have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 andthere has been no change in the circumstances which may affect their status as Independentdirector during the year under review and have also confirmed that they are not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact his/her ability to discharge his/her duties with an objective independentjudgment and without any external influence. The Company keeps informed independentdirectors about changes in the Companies Act 2013 and rules and other related laws fromtime to time and their role duties and responsibilities.

Shri Rajesh B. Shah director is due to retire at the ensuing Annual General Meetingand being eligible offers himself for reappointment. Brief resume of the Director who isproposed to be appointed/reappointed at the ensuing Annual General meeting as required asper SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is providedin the notice convening this Annual General Meeting of the Company.

The resolution proposing their appointment/re-appointment is include in the Notice ofAnnual General Meeting for approval of the members.

Key Managerial Personnel of the Company are:

- Shri Thomas Koshy- Chief Executive Officer

- Shri Tarunkumar Panchal- Chief Financial Officer

- Miss Mitushi Darji- Company Secretary

Number of Meetings of the Board

The Board of Directors during the financial year 2021-22 duly met 6 times on08.06.2021 15.06.2021 10.08.2021 01.11.2021 30.12.2021 and 11.01.2022 in respect ofwhich meetings proper notices were given and the proceedings were properly recorded andsigned in the Minutes Book maintained for the purpose.

Director’s Responsibility Statement

In compliance of Section 134(5) of the Companies Act 2013 the Directors of yourCompany confirm:

- that in the preparation of annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

- that such accounting policies have been selected and applied consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2022 and of theprofit of the Company for the year ended on that date;

- that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

- that the annual accounts have been prepared on a going concern basis.

- that internal financial controls have been laid down to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

- that proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Audit Committee

The Company has constituted Audit Committee. For details please refer CorporateGovernance Report attached as a separate Annexure lll.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunderSchedule – IV of the Companies Act and SEBI (LODR) Regulations 2015 the Board hascarried the evaluation of its own performance individual Directors and its Committees onthe basis of attendance contribution and various criteria as recommended by theNomination and Remuneration Committee of the Company.

The performance of each of the Independent Director and non-independent director wasalso evaluated by the Independent Directors at the separate meeting held of IndependentDirectors of the Company.

Policy on Directors appointment and remuneration

Criteria determining the qualifications positive attributes and independence ofDirectors.

Independent Directors

- Qualifications of Independent Director

An independent director shall possess appropriate skills qualifications experienceand knowledge in one or more fields of finance law management marketingadministration corporate governance operations or other disciplines related to theCompany’s business.

- Positive attributes of Independent Directors

An independent director shall be a person of integrity who possesses knowledgequalifications experience expertise in any area integrity level of independence fromthe Board and the Company etc. Independent Directors are appointed on the basis ofrequirement of the Company qualifications & experience association with the Companyetc. He/She should also devote sufficient time to his professional obligations forinformed and balanced decision making and assist the Company in implementing the bestcorporate governance practices.

- Independence of Independent Directors

An independent director should meet the requirements of Section 149(6) of The CompaniesAct 2013 and SEBI (LODR) Regulations 2015 and give declaration every year to the Boardof Directors for the same.

Other Directors and Senior Management

The Nomination and Remuneration Committee shall identify and ascertain thequalifications expertise and experience of the person for appointment as Director or atSenior Management Level and recommend to the Board his/her appointment.

The Company shall not appoint or continue the employment of any person as Director orSenior Management Personnel if the evaluation of his performance is not satisfactory.

Other details are disclosed in the Corporate Governance Report under the headNomination and Remuneration Committee.

Remuneration / commission from Holding or Subsidiary Company

The Company has no Holding Company or Subsidiary Company.

Managerial Remuneration and Employees

Details required pursuant to Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are enclosed as a separate Annexure- II

Details of employees as specified under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this report as annexurehowever it is not being sent alongwith this Annual Report but available for inspection atthe Registered Office of the Company during working hours 21 days before the AnnualGeneral Meeting and shall be made available to any shareholder on request being made tothe Company Secretary. The above detail is not being sent alongwith this Annual Report tothe members in line with the provisions of Section 136 of the Companies Act 2013 andrules made thereunder.

Company has not offered its shares to its employees under ESOS during the year underreview.

Company has not sanctioned loan to any of its employees for purchase of Company’sshares under any scheme.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act the copy of Annual Returnof the Company for the Financial Year ended March 312022 will be placed on theCompany’s website at www.madhusudan-india.com

Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015report on Corporate Governance has been included in this Annual Report as a separate Annexure– III.

As per Regulation 15 the of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to comply with Regulations 17 to 27 andClauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E of ScheduleV. However as a good corporate governance practice the Company has been complying majorand important aforesaid provisions / regulations voluntarily.

Particulars of contracts or arrangements with related parties

All transactions entered with Related parties as defined under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 during thefinancial year were in the ordinary course of business and on an arm’s length basisthe details of which are included in the notes forming part of the financial statements.

There were no material related party transactions entered during the year. Accordinglyinformation in form AOC - 2 is not annexed. Further no materially significant relatedParty transactions were made by the Company with Directors Key Managerial Personnel orother designated Persons which may have a Potential Conflict with the interest of theCompany at large. All related party transactions were placed before the Audit Committeeand also the Board for approval. The Policy on related Party transactions as approved bythe Board is uploaded on the Company’s website i.e. www.madhusudan-india.com.

Deposits

The Company has not accepted and not renewed any deposit falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

Particulars of Loans guarantees or investments u/s 186.

The loans if any made by the Company are within the limits prescribed u/s 186 of theCompanies Act 2013 and no guarantee or security is provided by the Company.

Details of investments covered u/s 186 of the Companies Act 2013 are given in thenotes to the Financial Statements.

Risk Management Policy

The Risk Management is overseen by the Audit Committee / Board of Directors of theCompany on a continuous basis. The Committee oversees Company’s process and policiesfor determining risk tolerance and review management’s measurement and comparison ofoverall risk tolerance to established levels. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuous basis.

Auditors and their Observations

Shailesh Shah & Associates were appointed as Statutory Auditors of the Company atAnnual General Meeting (‘AGM’) held on 22nd September 2017 to hold the officeof the Auditors up to the conclusion of the Annual General Meeting of the Company to beheld for the financial year 2021-22.

The existing Auditor’s firm has completed terms of five consecutive years pursuantto Section 139(2) of the Companies Act 2013. The Audit Committee and the Board ofDirectors have recommended appointment of N.M. Nagri & Co. Chartered Accountants(Firm Registration No.106792W) as the Statutory Auditors of the Company for a term of fiveyears from the conclusion of 76th AGM till the conclusion of the 81stAGM(AGM of Financial year 2026-27) subject to the approval of the members at the ensuingAnnual General meeting.

N. M. Nagri & Co. Chartered Accountants have consented to the said appointmentand confirmed that their appointment if made would be within the limits specified underSection 141(3)(g) of the Act.

They have further confirmed that they are not disqualified to be appointed as statutoryauditors in terms of the provisions of the proviso to Section 139(1) and Section 141(3) ofthe Act and the provisions of the Companies (Audit and Auditors) Rules 2014.

The Auditors’ Report to the members for the financial year under review do notcontain any qualification reservation or adverse remarks or disclaimer.

The Statutory Auditors have not reported any fraud during the year under review.

Secretarial Audit

Pursuant to provisions of Section 204 of Companies Act 2013 and Rules made thereunder the Company has appointed Parikh Dave and Associates Practicing CompanySecretaries to undertake the secretarial audit of the Company for the year 2021-22. TheSecretarial Audit Report for the year 2021-22 given by Parikh Dave and Associates CompanySecretaries in practice is annexed with this report.

The Secretarial Audit Report do not contain any qualification or adverse remark. Thecompany is complying with the applicable Secretarial Standards.

Cost Records and Cost Auditors

The Company is not required to maintain cost records under Companies (Cost Records andAudit) Rules 2014 and also not required to carry out audit of cost records andaccordingly Cost Auditors are not appointed.

Insurance

Your Company has adequately insured all its properties.

Industrial Relations

Your Company’s relations with its employees remained cordial throughout the year.The Directors wish to place on record their deep appreciation for the services rendered bystaff members and executives of the Company.

Your Company has taken adequate steps for the health and safety of its employees asmay be necessary and required . During the year under review the Company has not receivedany complaint under The Sexual Harassment of women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

Material Changes Affecting Financial Position of the Company

No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2022 and the date of the Board’sReport.

There is no application pending under the Insolvency and Bankruptcy Code 2016 againstthe company.

Change in Nature of Business

There has been no change in the nature of the business of the Company during theFinancial year 2021-22.

Orders passed by Regulatory Bodies or Courts

No regulatory body or court or tribunal has passed any significant and material ordersimpacting the going concern status and operations of the company.

Vigil Mechanism

The company has implemented Vigil Mechanism. For details please refer CorporateGovernance Report attached as a separate Annexure-III.

Appreciation

Your Directors would like to place on record their gratitude for the co-operation andassistance given by Bankers and various departments of both State and Central Governments.

For and on behalf of the Board of Directors
Madhusudan Industries Limited
Ahmedabad Rajesh B. Shah
26th April 2022 Chairman
(Non-Executive Director)
(DIN : 00607602)

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