The Directors have pleasure in submitting the Annual Report together with the Statementof Accounts of your Company for the year ended 31st March 2018.
The summary of your Companys financial performance is given below:
| ||Year ended March 31 2018 ||Year ended March 31 2017 |
| ||(Rs. in lakhs) ||(Rs. in lakhs) |
|Profit before Depreciation and Taxes ||153.84 ||296.22 |
|Deducting there from Depreciation ||14.31 ||18.52 |
|Profit / Loss before tax after exceptional item ||139.53 ||277.70 |
|Deducting therefrom taxes of: || || |
|- Current Tax ||7.85 ||3.50 |
|- Deferred Tax ||25.15 ||63.44 |
|Profit for the period ||106.52 ||210.76 |
|Add/(Less): Other Comprehensive Income (Net of Tax) ||(1.15) ||(1.56) |
|Total Comprehensive Income ||105.37 ||209.20 |
Transfer to Reserves
Due to Carry forward loss of previous years the Company has not transferred any amountto General Reserve in the current year.
Highlights / Performance of the Company
Total income of the Company was Rs.109.54 Lakhs during the year.
Management Discussion and Analysis
a) Industry Structure and Developments
The Company continues its search for a viable project to be set up at the availablefacilities at Rakhial.
b) Opportunities and Threats
The Management is interested in undertaking a suitable venture that can be set up inthe available land and infrastructure with the Company. As such the Company does not faceany threat in its existence.
It will entirely depend on the project to be set up by the Company.
d) Risks and 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 Companys business. The operationsare subject to periodic internal audit by independent Auditors.
f) Financial performance with respect to Operational Performance is discussed inthe main part of the report.
g) Material Developments in Human Resources Industrial Relations Environment Health& Safety
The Company values and nurtures its human resources and Company would continue to adoptand implement the best HRD practices in future. Manpower strength of the Company as onMarch 31 2018 stands at 6.
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 separateAnnexure-I.
Particulars of contracts or arrangements with related parties
All transactions entered into with Related parties as defined under the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of business and on an arms lengthbasis.
There were no materially significant related party transactions made by the Companywith Directors Key Managerial Personnel or other designated persons which may have aPotential Conflict with the interest of the Company at large. All related partytransactions were placed before the Audit Committee and also the Board for approval. ThePolicy on related party transactions as approved by the Board is uploaded on theCompanys website i.e. www.madhusudan-india.com The particulars of contracts orarrangement with related Parties as per Section 188(1) of the Companies Act 2013including arms length transactions as per Form No. AOC 2 are enclosed asseparate Annexure II.
Directors 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 March 31 2018 and of the profit of theCompany 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.
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-III.
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 at the RegisteredOffice of the Company during working hours 21 days before the Annual General Meeting andshall be made available to any shareholder on request being made to the CompanySecretary. The above detail is not being sent alongwith this Annual Report to the membersin line with the provisions of Section 136 of the Companies Act 2013 and rules madethereunder.
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 Companysshares under any scheme.
Extract of Annual Return
The details forming part of the extract of the annual return in Form No.MGT-9 isannexed herewith as a separate Annexure-IV.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015report on Corporate Governance alongwith Practicing Company Secretary's Certificate on itscompliance has been included in this Annual Report as a separate Annexure - V.
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 withall the aforesaid provisions / regulations voluntarily.
Number of Meetings of the Board
The Board of Directors during the financial year 2017-18 duly met 5 times on25.05.2017 23.06.2017 09.08.2017 13.11.2017 and 08.02.2018 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose.
Particulars of Loans guarantees or investments
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 Board has approved and implemented risk management Policy of the Company includingidentification and element of risks.
The Risk Management is overseen by the Audit Committee / Board of Directors of theCompany on a continuous basis. The Committee oversees Companys process and policiesfor determining risk tolerance and review managements 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.For details please refer to the Management Discussion and Analysis.
The Company has constituted Audit Committee. For details please refer CorporateGovernance Report attached as a separate Annexure-V.
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 organisation.
Due to carry forward loss of previous years the Board of Directors has not recommendedany dividend. During the year the Company was not required to transfer unclaimed dividendto the Investor Education and Protection Fund.
The paid up Equity Share Capital as on 31st March 2017 was Rs.268.75 Lakhs.During the year 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 anyShares to Investor Education and Protection Fund pursuant to the provisions of section124 & 125 of the Companies Act 2013 and Investor Education and Protection Fund(Accounting Audit Transfer and Refund) Rules 2016.
The Company has contributed Rs. 24.37 Lakhs to the exchequer by way of GST ServiceTax Income tax and other fiscal levies.
For the year under review the Company has not accepted fixed deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014. There have been no defaults in repayment of depositsor payment of interest thereon during the year.
The Company has no unclaimed/unpaid fixed deposits as at end of the year.
Members at the Annual General Meeting held on 26.09.2014 have appointed Shri Rajesh B.Shah Shri Prem Chand Surana and Smt. Rutva Acharya as Independent Directors of theCompany to hold office for five consecutive years for a term up to 31st March2019 (they will not retire by rotation). Shri Rajesh B. Shah Shri Prem Chand Surana andSmt. Rutva Acharya are proposed to be re-appointed as Independent Directors for secondterm of Five years at the ensuing AGM.
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of The Companies Act 2013 and SEBI (LODR)Regulations 2015. There has been no change in the circumstance which may affect theirstatus as Independent Director during the year under review. The Company keeps informedindependent directors about changes in the Companies Act 2013 from time to time and theirrole duties and responsibilities.
Shri. Sanwarmal Agarwal (DIN 0607627) director is due to retire at the end of theensuing Annual General Meeting and being eligible offers himself for re-appointment.Brief resumes of the Directors who are proposed to be reappointed at the ensuring AnnualGeneral meeting as required as per SEBI (LODR) Regulations 2015 is provided in the noticeconvening the Annual General Meeting of the Company.
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 its Committees andKey Managerial Personnel on the basis of attendance contribution and various criteria asrecommended by the Nomination and Remuneration Committee of the Company.
The performance of each of the Independent Directors and non-independent directors 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.
- Qualifications of Independent Director An independent director shall possessappropriate skills qualifications experience and knowledge in one or more fields offinance law management marketing administration corporate governance operations orother disciplines related to the Companys 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 should also devote sufficient time to his professional obligations for informedand balanced decision making; and assist the Company in implementing the best corporategovernance practices.
- Independence of Independent Directors An independent director should meet therequirements of Section 149(6) of The Companies Act 2013 and SEBI (LODR) Regulations2015.
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 a 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 and details of Remuneration (Managing Director/WholeTime Director / Non-Executive Directors) are attached as separate Annexure V to thisreport.
Remuneration / commission from Holding or Subsidiary Company
The Company has no Holding Company or Subsidiary Company
It is separately disclosed in the Corporate Governance Report attached as a separateAnnexure-V to this Report.
Auditors and their Observations
Shailesh Shah & Associates. Chartered Accountants are the statutory auditors ofthe company. They are appointed for a period of five years from the conclusion of AGMheld on 22nd September 2017 till the conclusion of the AGM to be held for theFinancial year 2021-22. The Auditors Report and Secretarial Audit Report to themembers for the financial year under review do not contain any qualification reservationor adverse remarks or disclaimer.
The Statutory Auditors have not reported any fraud during the year under review.
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 2018-19.
The Secretarial Audit Report for the year 2017-18 given by Parikh Dave and AssociatesCompany Secretaries in practice is annexed with this report.
The company is complying with the applicable Secretarial Standards.
Your Company has adequately insured all its properties.
Your Companys 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 asrequired under the Gujarat Factories Rules 1963. The Company has not received anycomplaint under The Sexual Harassment of women at Workplace (prevention prohibition andredressal) 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 2018 and the date of the BoardsReport.
Change in Nature of Business
There has been no change in the nature of the business of the Company during theFinancial year 2017-18.
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.
The company has implemented Vigil Mechanism. For details please refer CorporateGovernance Report attached as a separate Annexure-V.
Your Directors would like to place on record their gratitude for the co-operation andassistance given by various departments of both State and Central Governments.
| ||For and on behalf of the Board of Directors |
|Ahmedabad ||Rajesh B. Shah |
|28th May 2018 ||P. C. Surana |
| ||P. K. Shashidharan |
| ||Sanwarmal D. Agarwal |
| ||Rutva Acharya |
| ||Directors |