a) Industry Structure and Developments
The Company continues its search for a viable project to be set up at the available
facilities at Rakhial.
b) Opportunities and Threats
The Management is interested in undertaking a suitable venture that can be set up in
the available land and infrastructure with the Company. As such the Company does not face
any threat in its existence.
c) Outlook
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 in
government policies, unexpected regulatory changes etc.
e) Internal Control Systems and their adequacy
The Company has computerized its accounting system since many years. Adequate internal
control system exists in the Company and the internal control system of the Company is
commensurate with the size and complexity of the Companys business. The operations are
subject to periodic internal audit by independent Auditors.
f) Financial performance with respect to Operational Performance is discussed in
the 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 adopt
and implement the best HRD practices in future. Manpower strength of the Company as on
March 31, 2019 stands at 6.
h) Key Financial Ratios : (in times / %)
| Sr. No. Ratio |
2018-19 |
2017-18 |
| 1 Debtors Turnover -times |
8105.53 |
7741.17 |
| 2 Inventory Turnover |
0.00 |
0.00 |
| 3 Interest Coverage Ratio |
0.00 |
0.00 |
| 4 Current Ratio - times |
51.21 |
56.71 |
| 5 Debt. Equity Ratio |
0.00 |
0.00 |
| 6 Operating Profit Margin % |
21.84 |
127.38 |
| 7 Net Profit Margin % |
15.09 |
97.25 |
| 8 Return on Net Worth % |
0.94 |
5.81 |
Operating Profit Margin, Net Profit Margin and Return on Net Worth Ratios varies due to
changes in the value of Non Current and Current Investments of the company compared to its
earlier period carrying fair values are recognised in the statement of profit and loss
account as per the requirement of Indian Accounting Standards (Ind AS)
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 with
Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as a separate
Annexure-I.
Particulars of contracts or arrangements with related parties
All transactions entered with Related parties as defined under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the
financial year were in the ordinary course of business and on an arms length basis, the
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. Accordingly,
information in form AOC - 2 is not annexed. Further no materially significant related
Party transactions were made by the Company with Directors, Key Managerial Personnel or
other designated Persons, which may have a Potential Conflict with the interest of the
Company at large. All related party transactions were placed before the Audit Committee
and also the Board for approval. The Policy on related Party transactions as approved by
the Board is uploaded on the Companys website i.e. www.madhusudan-india.com.
Directors Responsibility Statement
In compliance of Section 134(5) of the Companies Act, 2013, the Directors of your
Company confirm:
- that in the preparation of annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
- that such accounting policies have been selected and applied consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as on March 31, 2019 and of the profit of the
Company for the year ended on that date;
- that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
- 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 Company
and that such internal financial controls are adequate and were operating effectively;
- that proper systems have been devised to ensure compliance with the provisions of all
applicable 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 Remuneration
of Managerial Personnel) Rules 2014 are enclosed as a separate Annexure-II.
Details of employees as specified under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 is annexed to this report as annexure,
however it is not being sent alongwith this Annual Report but available for inspection at
the Registered Office of the Company during working hours, 21 days before the Annual
General Meeting and shall be made available to any shareholder on request, being made to
the Company Secretary. The above detail is not being sent alongwith this Annual Report to
the members in line with the provisions of Section 136 of the Companies Act, 2013 and
rules made thereunder.
Company has not offered its shares to its employees under ESOS during the year under
review.
Company has not sanctioned loan to any of its employees for purchase of Companys
shares under any scheme.
Extract of Annual Return
The details forming part of the extract of the annual return in Form No.MGT-9 is
annexed herewith as a separate Annexure-III.
Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
report on Corporate Governance has been included in this Annual Report as a separate
Annexure - IV.
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 and
Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule
V. However as a good corporate governance practice, the Company has been complying with
the aforesaid provisions / regulations voluntarily.
Number of Meetings of the Board
The Board of Directors, during the financial year 2018-19 duly met 5 times on
19.04.2018, 28.05.2018, 10.08.2018, 02.11.2018 and 31.01.2019 in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed
in 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 the
Companies 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 the
notes to the Financial Statements.
Risk Management Policy
The Board has approved and implemented risk management Policy of the Company including
identification and element of risks.
The Risk Management is overseen by the Audit Committee / Board of Directors of the
Company on a continuous basis. The Committee oversees Companys process and policies for
determining risk tolerance and review managements measurement and comparison of overall
risk tolerance to established levels. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuous basis.
For details please refer to the Management Discussion and Analysis.
Audit Committee
The Company has constituted Audit Committee. For details please refer Corporate
Governance Report attached as a separate Annexure-V.
Internal Control System and its Adequacy
The Company has internal control system commensurate with the size, scale and
complexity of its business operations. The scope and functions of Internal Auditor are
defined and reviewed by the Audit Committee. The Internal Auditor reports to the Chairman
of the Audit Committee. The Internal Auditor assesses opportunities for improvement of
business processes, systems and controls, to provide recommendations, which can add value
to the organisation.
Dividend
Due to carry forward loss of previous years, the Board of Directors has not recommended
any dividend. During the year the Company was not required to transfer unclaimed dividend
to the Investor Education and Protection Fund.
Share Capital
The paid up Equity Share Capital as on 31st March, 2018 was Rs.268.75 Lakhs. During the
year under review the Company has not issued any shares. As on 31st March, 2019 the Share
Capital was Rs.268.75 Lakhs.
No shares with differential voting rights, stock or sweat equity shares were issued by
the Company during the year under review.
The Company was not required transfer any Shares to Investor Education and Protection
Fund, pursuant to the provisions of section 124 & 125 of the Companies Act, 2013 and
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016.
Exchequer
The Company has contributed Rs. 29.43 Lakhs to the exchequer by way of GST, Income Tax
and other fiscal levies.
Deposits
For the year under review, the Company has not accepted fixed deposit from the public
falling 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 deposits
or payment of interest thereon during the year.
The Company has no unclaimed/unpaid fixed deposits as at end of the year.
Directors
Members at the Annual General Meeting held on 25th September, 2018 have re-appointed
Shri Rajesh B. Shah, Shri P. C. Surana and Smt. Rutva Acharya as Independent Directors of
the Company to hold office for further period of five consecutive years for a term up to
31st March, 2024 (they will not retire by rotation).
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 and there has been no
change in the circumstances which may affect their status as Independent director during
the year under review and have also confirmed that they are not aware of any circumstance
or situation, which exist or may be reasonably anticipated, that could impair or impact
his/her ability to discharge his/her duties with an objective independent judgment and
without any external influence. The Company keeps informed independent directors about
changes in the Companies Act, 2013 and rules and other related laws from time to time and
their role, duties and responsibilities. Shri. P.K. Shashidharan, director is due to
retire at the end of the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment. Brief resume of the Director who is proposed to be reappointed at the
ensuing Annual General meeting as required as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is provided in the notice convening this Annual General
Meeting of the Company.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder,
Schedule – IV of the Companies Act and SEBI (LODR) Regulations, 2015, the Board has
carried the evaluation of its own performance, individual Directors, its Committees and
Key Managerial Personnel, on the basis of attendance, contribution and various criteria as
recommended by the Nomination and Remuneration Committee of the Company.
The performance of each of the Independent Director and non-independent director was
also evaluated by the Independent Directors at the separate meeting held of Independent
Directors of the Company.
Policy on Directors appointment and remuneration
Criteria determining the qualifications, positive attributes and independence of
Directors.
Independent Directors
- Qualifications of Independent Director
An independent director shall possess appropriate skills, qualifications, experience
and knowledge in one or more fields of finance, law, management, marketing,
administration, corporate governance, operations or other disciplines related to the
Companys business.
- Positive attributes of Independent Directors
An independent director shall be a person of integrity, who possesses knowledge,
qualifications, experience, expertise in any area, integrity, level of independence from
the Board and the Company etc. Independent Directors are appointed on the basis of
requirement of the Company, qualifications& experience, association with the Company
etc. He should also devote sufficient time to his professional obligations for informed
and balanced decision making; and assist the Company in implementing the best corporate
governance practices.
- Independence of Independent Directors
An independent director should meet the requirements of Section 149(6) of The Companies
Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration every year to the Board
of Directors for the same.
Other Directors and Senior Management
The Nomination and Remuneration Committee shall identify and ascertain the
qualifications, expertise and experience of the person for appointment as Director or at
Senior Management Level and recommend to the Board his/her appointment.
The Company shall not appoint or continue the employment of any person as Director or
Senior Management Personnel if the evaluation of his performance is not satisfactory.
Other details are disclosed in the Corporate Governance Report under the head
Nomination and Remuneration Committee and details of Remuneration (Managing Director/Whole
Time Director and Non-Executive Directors) are attached as separate Annexure IV to this
report.
Remuneration / commission from Holding or Subsidiary Company
The Company has no Holding Company or Subsidiary Company
Remuneration Policy
It is separately disclosed in the Corporate Governance Report attached as a separate
Annexure-IV to this Report.
Auditors and their Observations
Shailesh Shah & Associates., Chartered Accountants are the statutory auditors of
the company. They are appointed for a period of five years, from the conclusion of AGM
held on 22nd September, 2017 till the conclusion of the AGM to be held for the Financial
year 2021-22. Pursuant to amendment to section 139 of the Companies Act, 2013 effective
from May 7, 2018, ratification of Statutory Auditors appointment is not required at every
Annual General Meeting. Accordingly, resolution for ratification of Statutory Auditors is
not proposed.
The Auditors Report and Secretarial Audit Report to the members for the financial year
under review do not contain 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 there
under, the Company has appointed Parikh Dave and Associates, Practicing Company
Secretaries to undertake the secretarial audit of the Company for the year 2019-20.
The Secretarial Audit Report for the year 2018-19 given by Parikh Dave and Associates,
Company Secretaries in practice is annexed with this report.
The company 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 and
Audit) Rules, 2014, accordingly Cost Auditors are not appointed.
Insurance
Your Company has adequately insured all its properties.
Industrial Relations
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 by
staff members and executives of the Company.
Your Company has taken adequate steps for the health and safety of its employees, as
required under the Gujarat Factories Rules, 1963. During the year under review the Company
has not received any complaint under The Sexual Harassment of women at Workplace
(prevention, prohibition and redressal) Act, 2013.
Material Changes Affecting Financial Position of the Company
No material changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the financial
statements relate, i.e. 31st March, 2019 and the date of the Boards Report.
Change in Nature of Business
There has been no change in the nature of the business of the Company during the
Financial year 2018-19.
Orders passed by Regulatory Bodies or Courts
No regulatory body or court or tribunal has passed any significant and material orders
impacting the going concern status and operations of the company.
Vigil Mechanism
The company has implemented Vigil Mechanism. For details please refer Corporate
Governance Report attached as a separate Annexure-IV.
Appreciation
Your Directors would like to place on record their gratitude for the co-operation and
assistance given by various departments of both State and Central Governments.
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