<dhhead>Directors Report</dhhead>
To
The Members,
The Directors have pleasure in presenting the Annual Report together
with the Audited Financial Statements of your Company for the year ended 31st March,
2023.
Performance
The summary of your Company’s financial performance is given
below:
|
Year ended |
Year ended |
|
March 31, 2023 |
March 31, 2022 |
| Revenue From Operations |
115.63 |
107.66 |
| Other Income |
330.72 |
314.20 |
| Total Income |
446.35 |
421.86 |
| Profit before Depreciation and Taxes |
351.23 |
338.62 |
| Deducting there from Depreciation |
12.95 |
11.25 |
| Profit / (Loss) before tax |
338.28 |
327.36 |
| Deducting there from taxes of: |
|
|
| - Current Tax & Earlier year tax |
44.96 |
14.32 |
| - Deferred Tax |
52.62 |
64.18 |
| Profit for the period |
240.70 |
248.87 |
| Add/(Less): Other Comprehensive Income(Net of Tax) |
-0.53 |
-1.55 |
| Total Comprehensive Income |
240.17 |
247.32 |
Highlights / Performance of the Company
Total revenue from operations of the Company was Rs. 115.63 Lakhs
during the year, as compared to Rs.107.66 Lakhs in the previous year. The other income of
the company stood at Rs. 330.72 lakhs during the year under review as compared to Rs.
314.20 Lakhs in the previous year. The Company has not transferred any amount to General
Reserve in the current year.
Dividend
In order to conserve resources, your Directors do not recommend any
dividend on Equity Shares for the year. During theyear 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, 2023 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 by the Company during the year under review.
The Company was not required to 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.
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 organization.
Exchequer
The Company has contributed Rs. 55.58 Lakhs to the exchequer by way of
GST, Income Tax, Excise and other fiscal levies.
Directors
Shri Rajesh B. Shah ceased to be permanent Chairman of the Board of the
Company w.e.f. 16th May 2023, but he continued to act as Non-Executive Director
(Non-Independent) of the Company.
Shri Yogendra Jhaveri, Smt. Rutva Acharya and Shri Daarrpan Shah are
the Independent Directors of the Company. All these 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 anycircumstance 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 aboutchanges in the Companies Act, 2013 and rules and other
related laws from time to time and their role, duties and responsibilities.
Shri Premchand Surana, director is due to retire at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment. Smt. Dipti Zaveri
was appointed as an Additional Director (Independent) of the Company by the Board of
Directors at its meeting held on 7th August 2023. She is proposed to be
appointed as an Independent Director for five consecutive years for a term up to 6th August,
2028 at the ensuing Annual General Meeting.
Brief resume of the Director who is proposed to be
appointed/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.
The resolution proposing their appointment/re-appointment is include in
the Notice of Annual General Meeting for approval of the members.
10
Key Managerial Personnel of the Company are:
- Shri Thomas Koshy- Chief Executive Officer
- Shri Tarunkumar Panchal- Chief Financial Officer
- Miss Mitushi Darji- Company Secretary
During the year under review Ms. Mitushi Darji was appointed as Company
Secretary and compliance officer of the Company w.e.f. 1st April, 2022.
Number of Meetings of the Board
The Board of Directors, during the financial year 2022-23 duly met 5
times on 01.04.2022, 26.04.2022, 09.08.2022, 11.11.2022 and 08.02.2023 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.
Director’s 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 andprudent so as to give a true and fair view of the state
of affairs of the Company as on 31st March, 2023 and of the profit of the Companyfor 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 provisionsof 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.
Audit Committee
The Company has constituted Audit Committee. For details please refer
Corporate Governance Report attached as a separate Annexure III. 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 and its
Committees 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 theseparate meeting held of
Independent Directors of the Company.
Management Discussion and Analysis
a) Industry Structure and Developments
The Company is presently not undertaking any operational activity. The
Company has infrastructure facility and land forundertaking any kind of activities in near
future.
b) Opportunities and Threats
The management is considering undertaking of viable business activities
that can be set up in the existing infrastructure facility and landavailable with the
Company. There is no 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 undertaken by the Company.
d) Risks & 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 Company’s 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. Manpower strength
of the Company as on March 31, 2023 stands at 5.
h) Key Financial Ratios : (in times / %)
Sr. No. Ratio |
2022-23 |
2021-22 |
| 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 |
51.30 |
52.04 |
| 5 Debt. Equity Ratio* |
N.A. |
N.A. |
| 6 Operating Profit Margin % |
292.55 |
304.07 |
| 7 Net Profit Margin % |
208.17 |
231.16 |
| 8 Return on Net Worth % |
12.25 |
11.27 |
(*) Note: Considering the activities of the company and no debt, the
said ratios are not applicable to the Company.
11Profit of the company varies due to increase / decrease in the
fair market value of Non - Current Investment and Current Investmentsheld by the Company
during the year compared to 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 with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as a
separate Annexure-I.
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 Company’s 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 requirementof the Company, qualifications & experience, association with
the Company etc. He/She 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.
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 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
Company’s shares under any scheme.
Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the copy of
Annual Return of the Company for the Financial Year ended March31, 2023 will be placed on
the Company’s website at www.madhusudan-india.com
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 – III.
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 arm’s 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 Company’s website i.e.
https://www.madhusudan-india.com/related-party-transaction-policy.html
Deposits
The Company has not accepted and not renewed any deposit falling within
the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
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 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 Risk Management is overseen by the Audit Committee / Board of
Directors of the Company on a continuous basis. The Committee oversees Company’s
process and policies for determining risk tolerance and review management’s
measurement and comparison of overall risk tolerance to established levels. Major risks
identified by the businesses and functions are systematically addressed through
mitigatingactions on a continuous basis.
Auditors and their Observations
N. M. Nagri & Co., Chartered Accountants are the statutory auditors
of the Company. They are appointed for a period of five years, from the conclusion of 76th
AGM till the conclusion of the 81st AGM (AGM of financial year 2026-27).
The Auditors’ Report to the members for the financial year under
review does not contain any qualification, reservation or adverse remark or disclaimer.
Secretarial Audit
Pursuant to provisions of Section 204 of Companies Act, 2013 and rules
made there under, the Company had appointed Parikh Dave & Associates, Practicing
Company Secretaries a peer reviewed firm to undertake the Secretarial Audit of the Company
for the year 2022-23. The Secretarial Audit Report for the year 2022-23 givenby Parikh
Dave & Associates, Company Secretaries in practice isattached as a separate Annexure
IV. The Secretarial Audit Report do not contain any qualification, reservation or adverse
remark for the financial year ended on 31st March, 2023.
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 and also not required to carryout audit of cost
records and accordingly Cost Auditors are not appointed
Reporting of Frauds
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of fraud committed in the Company by its Officers
or Employees to the Audit Committee and / or Board under section 143(12) of the Act.
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 by staff members and executives of the Company.
Your Company has taken adequate steps for the health and safety of its
employees, as may be necessary and required. 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, 2023 and the date of the Board’s
Report.
There is no application pending under the Insolvency and Bankruptcy
Code, 2016 against the company.
Change in Nature of Business
There has been no change in the nature of the business of the Company
during the Financial year 2022-23.
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 - III.
Appreciation
Your Directors would like to place on record their gratitude for the
co-operation and assistance given by Bankers and various departments of both State and
Central Governments.
|
For and on behalf of the Board of
Directors, |
|
|
Madhusudan Industries Limited |
|
|
Premchand Surana (DIN : 06508125) |
P. K. Shashidharan (DIN : 06506263) |
|
Non- Executive Director |
Independent Director |
| Ahmedabad |
Yogendra Jhaveri (DIN : 09158111) |
Daarrpan Shah (DIN : 09449828) |
| 7th August 2023. |
Independent Director |
Independent Director |
+91-9892691696
